Under the terms of the agreement, Kimco will acquire all of the outstanding shares of MART for $21.00 per share in cash in a transaction in which MART will merge into a Kimco subsidiary. The transaction has a total equity value of approximately $444 million based upon MART's approximately 21 million common shares and partnership units outstanding. Kimco will acquire the properties subject to MART's net debt, which, as of March 31, 2003, was approximately $236 million. The merger is subject to approval by MART's shareholders and to customary closing conditions, and is expected to close on or about September 15, 2003.

MART owns equity interests in 41 operating shopping centers, 36 of which are wholly owned and four of which are under redevelopment or expansion. The properties have a gross leasable area of approximately 4.7 million square feet of which approximately 95.0 percent of the stabilized square footage is currently leased. Additionally, MART has three shopping centers under development with a total estimated square footage of 183,500 and other commercial assets totaling approximately 856,000 square feet. MART also owns approximately 80 acres of undeveloped land. MART's properties are located primarily in the states of Maryland, Virginia, New York, Pennsylvania, Massachusetts and Delaware, which will strengthen Kimco's presence in these states where it currently owns interests in 114 properties. Following the acquisition, Kimco will own interests in 684 properties comprising approximately 98.0 million square feet of leasable space.

Kimco will target a substantial number of the properties for its strategic co-investment programs. These programs benefit from a lower cost of capital, and should produce strong investment returns while further expanding Kimco's investment and property management business. Selected non-core assets will be immediately marketed for sale. Initial funding for the transaction will be provided by Kimco's $500 million revolving credit facility, or other interim loan facilities, to allow for an orderly segregation of the properties.

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