UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2005

 

OR

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                  

 

Commission File Number: 001-32268

 

Kite Realty Group Trust

 

State of Organization:

 

IRS Employer Identification Number:

Maryland

 

11-3715772

 

30 S. Meridian Street, Suite 1100
Indianapolis, Indiana 46204
Telephone: (317) 577-5600

(Address, including zip code and telephone number, including area code, of principal executive offices)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No ý

 

The number of Common Shares outstanding as of May 9, 2005 was 19,148,267 ($.01 par value)

 

 



 

EXPLANATORY NOTE

 

This Form 10-Q/A for the quarter ended March 31, 2005 is filed solely for the purpose of filing Exhibits 10.4, 10.5 and 10.6, which were listed as exhibits in Item 6 of Part II of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed with the SEC on May 12, 2005 (the “First Quarter 10-Q”), but were inadvertently not filed.  No change is otherwise made to Part I or Part II of the First Quarter 10-Q.  This Form 10-Q/A speaks as of the original filing date and has not been updated to reflect events occurring subsequent to the original filing date.

 

Item 6.  Exhibits

 

Exhibit
No.

 

Description

 

Location

10.1

 

Schedule of 2005 Bonus Benchmarks for Executive Officers

 

Incorporated by reference to Item 10.38 of Kite Realty Group Trust’s Form 10-K for the period ended December 31, 2004

10.2

 

Schedule of Non-Employee Trustee Fees and Other Compensation

 

Incorporated by reference to Item 10.41 of Kite Realty Group Trust’s Form 10-K for the period ended December 31, 2004

10.3

 

Contribution Agreement, dated as of March 31, 2005, by and among Kite Realty Group, L.P., Brentwood Holdings, LLC and Alvin E. Kite, Jr., John A. Kite, Paul W. Kite and Thomas K. McGowan

 

Incorporated by reference to Item 10.1 of Kite Realty Group Trust’s Form 8-K, dated April 5, 2005

10.4

 

Purchase and Sale Agreement, dated as of March 3, 2005, by and among Kite Realty Group Trust and U.S. Retail Income Fund VIII-E, Limited Partnership.

 

Filed herewith

10.5

 

Purchase and Sale Agreement, dated as of March 3, 2005, by and among Kite Realty Group Trust and U.S. Retail Income Fund IV, Limited Partnership.

 

Filed herewith

10.6

 

Purchase and Sale Agreement, dated as of March 3, 2005, by and among Kite Realty Group Trust and U.S. Retail Income Fund VIII-D, Limited Partnership.

 

Filed herewith

31.1

 

Certification of principal executive officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

31.2

 

Certification of principal financial officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Previously filed as Exhibit 32.1 to Kite Realty Group Trust’s Form 10-Q for the quarter ended March 31, 2005

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

KITE REALTY GROUP TRUST

 

 

 

/s/ JOHN A. KITE

 

 

John A. Kite

 

Chief Executive Officer and President

May 26, 2005

 

 

(Date)

(Principal Executive Officer)

 

 

 

/s/ DANIEL R. SINK

 

 

Daniel R. Sink

 

Chief Financial Officer

May 26, 2005

 

(Principal Financial Officer and

(Date)

Principal Accounting Officer)

 

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