SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2006

KITE REALTY GROUP TRUST

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

Maryland

 

1-32268

 

11-3715772

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

 

 

 

 

30 S. Meridian Street

 

 

Suite 1100

 

 

Indianapolis, IN

 

46204

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

 

(317) 577-5600

Registrant’s telephone number, including area code

 

 

 

 

 

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



Item 8.01 Other Events

Kite Realty Group Trust (the “Company”) is filing as Exhibit 99.1 (incorporated by reference herein) a description of certain material federal income tax considerations relating to the taxation of the Company as a real estate investment trust for federal income tax purposes and the purchase, ownership and disposition of the Company’s equity securities.  The description contained in Exhibit 99.1 to this Current Report on Form 8-K replaces and supersedes prior descriptions of the federal income tax treatment of the Company and its shareholders to the extent that they are inconsistent with the description contained in this Current Report on Form 8-K.

Certain statements in the description of material federal income tax considerations my constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated.  Future events and actual results, performance, transactions or achievements, financial or otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements.  Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to:

national and local economic, business, real estate and other market conditions;

 

 

the ability of tenants to pay rent;

 

 

the competitive environment in which we operate;

 

 

financing risks;

 

 

property ownership and management risks;

 

 

the level and volatility of interest rates;

 

 

the financial stability of tenants;

 

 

our ability to maintain our status as a real estate investment trust (“REIT”) for federal income tax purposes;

 

 

acquisition, disposition, development and joint venture risks;

 

 

potential environmental and other liabilities;

 

 

other factors affecting the real estate industry generally; and

 

 

other risks identified in this prospectus and, from time to time, in other reports we file with the Securities and Exchange Commission or in other documents that we publicly disseminate, including, in particular, the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and in our quarterly reports on Form 10-Q.


          We undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d)  Exhibits

Exhibit No.

 

Document


 


99.1

 

Material United States Federal Income Tax Considerations


SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

KITE REALTY GROUP TRUST

 

 

 

 

 

 

Date:  September 25, 2006

By:

/s/ Daniel R. Sink

 

 


 

 

Daniel R. Sink

 

 

Senior Vice President, Chief Financial
Officer and Treasurer


EXHIBIT INDEX

Exhibit No.

 

Document


 


99.1

 

Material United States Federal Income Tax Considerations