The deal would take Konover private. Shareholders will be asked to vote on an estimated $200 million merger with PSCO Acquisition Corp., a newly formed company owned by Prometheus and a wholly owned subsidiary of Kimco Realty Corp. of New Hyde Park, NY. Prometheus owns 67% of Konover common through a 1999 stock deal valued at the time at $200 million.

Konover owns directly or through joint ventures 37 shopping centers in seven states totaling 4.8 million sf. Prometheus and Konover signed a definitive merger agreement in June.

The agreement calls for Konover common shareholders to receive $2.10 per share in exchange for their stock. Series A convertible preferred stockholders would receive either a new preferred security or $2.20 cash per share of common.

Credit Suisse First Boston Corp. is advising Konover's special committee and has signed off on a written opinion stating the proposed per-share price is financially fair.

The Konover-Prometheus deal follows yesterday's disclosure of a planned $730 million stock-debt deal between North Miami, FL-based Equity One Inc. and Atlanta-based IRT Property Co. That deal will make Equity one of the largest retail REITs in the Southeast with 181 properties totaling 18.7 million sf.

Konover common was trading at $2.09 per share on the New York Stock Exchange today, unchanged from yesterday. There are 31.9 million shares outstanding. The company has a market capitalization of $66.7 million. The stock's 52-week high-low is $2.09 and $1.15.