|
UNITED STATES |
|
|
SECURITIES
AND EXCHANGE |
|
|
Washington, D.C. 20549 |
|
|
SCHEDULE 13D |
|
Kite Realty Group Trust
(Name of Issuer)
Common Shares, $0.01 par value per share
(Title of Class of Securities)
49803T102
(CUSIP Number)
John A. Kite
Chief Executive Officer and President
Kite Realty Group Trust
30 S. Meridian Street
Suite 1100
Indianapolis, IN 46204
(317) 577-5600
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 2005
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 49803T102 |
|||||
|
|||||
|
1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
o |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Source
of Funds (See Instructions) |
|||
|
|||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|||
|
|||||
|
6. |
Citizenship or Place of Organization |
|||
|
|||||
Number of |
7. |
Sole
Voting Power |
|||
|
|||||
8. |
Shared
Voting Power |
||||
|
|||||
9. |
Sole
Dispositive Power |
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
13. |
Percent
of Class Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
2
Item 1. |
Security and Issuer |
This statement on Schedule 13D relates to the common shares, par value $0.01 per share (the Shares), of Kite Realty Group Trust, a Maryland real estate investment trust (the Issuer). The Issuers principal executive office is located at 30 S. Meridian Street, Suite 1100, Indianapolis, IN 46204. |
|
|
|
Item 2. |
Identity and Background |
(a) This Schedule 13D is being filed by Paul W. Kite (the Reporting Person). |
|
(b) The principal business address of the Reporting Person is 30 S. Meridian Street, Indianapolis, IN 46204. |
|
(c) The Reporting Person is the President of PK Capital, a consulting services company located at 30 S. Meridian Street, Indianapolis, IN 46204. |
|
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
|
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
|
(f) The Reporting Person is a citizen of the United States. |
|
|
|
Item 3. |
Source and Amount of Funds or Other Consideration |
Of the Shares beneficially owned by the Reporting Person, 2,000,925 were acquired in connection with the Issuers initial public offering on August 16, 2004. Of these 2,000,925 Shares beneficially owned by the Reporting Person, 1,845,714 are issuable at the option of the Issuer upon the redemption by the Reporting Person of units of limited partnership of Kite Realty Group, L.P. (Units). The Reporting Person acquired these Units pursuant to a Contribution Agreement by which the Reporting Person contributed to Kite Realty Group, L.P. his interests in certain entities, including entities that own or lease real property interests. The Reporting Person also acquired in connection with the initial public offering 155,211 Shares pursuant to several merger agreements by which certain entities in which the Reporting Person was a stockholder merged with subsidiaries of the Issuer. The Issuers initial public offering price of $13.00 per Share was used to determine the number of securities issued. |
|
The Reporting Person has purchased 6,155 of the Shares beneficially owned by him in the open market with cash on hand from personal funds for an aggregate purchase price of $81,569. |
3
4
|
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Pursuant to a Registration Rights Agreement that the Issuer entered into with certain individuals and entities at the time of its initial public offering, the Reporting Person is entitled to certain registration rights with respect to the Shares that he acquired in the Issuers initial public offering as well as the Shares that may be acquired by him in connection with the exercise of the redemption/exchange rights under the Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P. with respect to his Units. These registration rights require the Issuer to seek to register Shares acquired in the initial public offering beginning May 13, 2005 and all Shares acquired upon the exercise of redemption/exchange rights beginning on August 16, 2005. This summary of the Registration Rights Agreement is qualified in its entirety by the full terms and conditions of the Registration Rights Agreement which was filed as Exhibit 10.32 to the Issuers current report on Form 8-K filed with the Securities and Exchange Commission on August 20, 2004 and incorporated by reference herein. |
|
|
|
Item 7. |
Material to Be Filed as Exhibits |
Exhibit 1. Registration Rights Agreement, dated August 16, 2004, by and among Kite Realty Group Trust, Alvin E. Kite, Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan, Daniel R. Sink, George F. McMannis, IV, Mark Jenkins, C. Kenneth Kite, David Grieve and KMI Holdings, LLC.* |
* Incorporated by reference to Exhibit 10.32 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the Securities and Exchange Commission on August 20, 2004
5
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
June 24, 2005 |
|
Date |
|
|
|
Signature |
|
|
|
Name/Title |
6