<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ___________
Commission file number 1-11690
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DEVELOPERS DIVERSIFIED REALTY CORPORATION PROFIT
------------------------------------------------
SHARING PLAN AND TRUST
----------------------
(Exact name of Plan)
001
----------------------
Plan Number
DEVELOPERS DIVERSIFIED REALTY CORPORATION
------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-1723097
---------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
34555 Chagrin Boulevard, Moreland Hills, Ohio 44022
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(Address of principal executive offices - zip code)
(216) 247-4700
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(Registrant's telephone number, including area code)
---------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
<PAGE> 2
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
DECEMBER 31, 1995
TABLE OF CONTENTS
<TABLE>
<S> <C>
Statement of Net Assets Available for Plan Benefits with Fund Information
at December 31, 1995 and 1994 .......................................... 1 & 2
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information for the year-ended December 31, 1995 and 1994 ................ 3
Notes to the Financial Statements .......................................... 4
Schedule I - Item 27a Schedule of Assets Held for Investment at
December 31, 1995 ........................................................ 7
Schedule II - Item 27d Schedule of Reportable Transactions for the year
ended December 31, 1995 .................................................. 8
</TABLE>
<PAGE> 3
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
Statement of Net Assets Available for Plan Benefits with Fund Information
<TABLE>
<CAPTION>
Government
Securities:
Money U.S. Equity Global Growth Employer
Market Government Income Genesis Opportunity Stock Loan
Fund Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DECEMBER 31, 1995
Assets:
Common stock of
Developers Diversified
Realty Corporation
(2,800 shares) $84,000 $84,000
Prudential Securities:
Government Securities:
Money Market $8,802 8,802
U.S. Government
investment $12,570 12,570
Equity Income investment $38,516 38,516
Global Genesis investment $42,793 42,793
Growth Opportunity
investment $35,255 35,255
------ ------- ------- ------- ------- ------- ------- --------
8,802 12,570 38,516 42,793 35,255 84,000 0 221,936
Participant Notes receivable $21,147 21,147
Inter fund receivable
(payable) (6,204) 789 2,011 1,892 1,754 (242) 0
Participants' contributions
receivable 2,255 2,255
Employer contributions
receivable 1,880 1,880
Cash 2,985 2,985
------ ------- ------- ------- ------- ------- ------- --------
Net assets available for
plan benefits $2,598 $13,359 $40,527 $44,685 $37,009 $90,878 $21,147 $250,203
====== ======= ======= ======= ======= ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
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<PAGE> 4
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
Statement of Net Assets Available for Plan Benefits with Fund Information
<TABLE>
<CAPTION>
Government
Securities:
Money U.S. Equity Global Growth Employer
Market Government Income Genesis Opportunity Stock
Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
DECEMBER 31, 1994
Assets:
Common stock of
Developers Diversified
Realty Corporation
(808 shares) $25,250 $25,250
Prudential Securities:
Government Securities:
Money Market $319 319
U.S. Government investment $2,461 2,461
Equity Income investment $7,294 7,294
Global Genesis investment $7,179 7,179
Growth Opportunity
investment $5,620 5,620
---- ------ ------ ------ ------ ------- -------
319 2,461 7,294 7,179 5,620 25,250 48,123
Participants' contributions
receivable 63 413 1,292 712 566 3,046
Employer contributions
receivable 748 748
Cash 387 387
---- ------ ------ ------ ------ ------- -------
Net assets available for
plan benefits $382 $2,874 $8,586 $7,891 $6,186 $26,385 $52,304
==== ====== ====== ====== ====== ======= =======
</TABLE>
The accompanying notes are an integral part of these
financial statements.
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<PAGE> 5
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
Statement of Net Assets Available for Plan Benefits with Fund Information
<TABLE>
<CAPTION>
Government
Securities:
Money U.S. Equity Global Growth Employer
Market Government Income Genesis Opportunity Stock Loan
Fund Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
YEAR ENDED
DECEMBER 31, 1995
Additions (deductions):
Employer contributions $22,424 $ 22,424
Participants contributions $ 2,169 $ 9,075 $ 27,135 $ 30,837 $ 24,658 36,348 $ 25,000 155,222
Interfund transfers (4) 15 (44) 33 0
Loan Repayments 660 2,743 1,677 (5,080) 0
Investment income 51 408 2,461 192 1,717 4,437 9,266
Interest on loans 1,227 1,227
Net realized and unrealized
appreciation in fair value
of investments 1,002 1,670 3,066 2,738 1,284 9,760
------- ------- -------- -------- -------- ------- -------- --------
Net additions 2,216 10,485 31,941 $ 36,794 30,823 64,493 21,147 197,899
Net assets available for plan
benefits beginning of year 382 2,874 8,586 7,891 6,186 26,385 0 52,304
------- ------- -------- -------- -------- ------- -------- --------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS END OF YEAR $ 2,598 $13,359 $ 40,527 $ 44,685 $ 37,009 $90,878 $ 21,147 $250,203
======= ======= ======== ======== ======== ======= ======== ========
YEAR ENDED
DECEMBER 31, 1994
Additions (deductions):
Employer contributions $ 9,748 $ 9,748
Participants contributions $ 376 $ 2,842 $ 8,662 $ 8,091 $ 6,099 13,650 39,720
Interfund transfers 4 (15) 44 (33) 0
Investment income 2 16 303 11 239 387 958
Net realized and unrealized
appreciation (depreciation)
in fair value of investments 16 (364) (255) (119) 2,600 1,878
------- ------- -------- -------- -------- ------- -------- --------
Net additions 382 2,874 8,586 7,891 6,186 26,385 0 52,304
Net assets available for plan
benefits beginning of year 0 0 0 0 0 0 0 0
------- ------- -------- -------- -------- ------- -------- --------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS END OF YEAR $ 382 $ 2,874 $ 8,586 $ 7,891 $ 6,186 $26,385 $ 0 $ 52,304
======= ======= ======== ======== ======== ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
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<PAGE> 6
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
Notes to Financial Statements
A. FORMATION OF PLAN AND SUMMARY OF ACCOUNTING POLICIES
Effective July 1, 1994 Developers Diversified Realty Corporation (the
"Company") formed the Developers Diversified Realty Corporation Profit
Sharing Plan and Trust (the "Plan"). Investments are stated at market
value on the last business day of the year. Securities which are traded
on a national securities exchange are valued at the last reported sales
price on the last business day of the year; securities traded on the
over-the-counter market and listed securities for which no sale was
reported on that date are valued at the average of the last reported
bid and ask prices.
The Company may, at its discretion, pay the administrative expenses of
the Plan. Any expenses not paid by the Company will be paid out of Plan
assets. In 1995 and 1994, all Plan expenses were paid for by the
Company.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
The accounting records of the Plan are maintained on the accrual basis.
B. DESCRIPTION OF PLAN
The following brief description of the Plan provides only general
information. Participants should refer to the plan agreement for a more
complete description of the Plan's provisions.
The Plan covers all eligible employees, as defined, by the Company. A
participant may elect semi annually to have the Company contribute a
percentage of their compensation, on a pre-tax basis, to the Plan in
accordance with the Internal Revenue Code (IRC).
Participants shall have the right to direct the Trustee to invest their
contribution in one or more permitted investment funds, as defined by
the Plan as they may choose. Subject to provisions of the Plan, the
Company may contribute any amount up to 15% of the annual pay of all
participants entitled to an allocation for each plan year. The
Company's contribution is discretionary. The plan currently provides
that the Company shall make matching contributions in an amount equal
to 25% of the participants' elective deferrals for the plan year.
However, the Company shall not match any elective deferrals which are
in excess of 6% of a participant's compensation. Matching contributions
may be made in cash or in the Company's common stock. During 1995 and
1994, all Company contributions were made with the Company's common
stock.
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DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
Notes to Financial Statements - Continued
B. DESCRIPTION OF PLAN (CONTINUED)
Plan participants are fully vested in all contributions to their
accounts, with the exception of the Company contributions, which vest
at the rate of 20% per year until fully vested, or 5 years of service.
Participants were credited with years of service prior to the formation
of the plan for vesting purposes.
Under the Plan, the Company has the right to discontinue such
contributions and terminate the Plan at any time. In the event of
termination, participants' accounts become fully vested if the
participant has not (1) incurred a five-year break in service, or (2)
received payment of their vested account balance. The Participants'
accounts are to be distributed to the participants according to the
directions of the Plan Advisory Committee administering the Plan.
C. INVESTMENTS
The Investment Manager of the Plan maintains the following separate
investment accounts under the Plan in which participants may direct
contributions:
GOVERNMENT SECURITIES: MONEY MARKET FUND - This fund is a
portfolio of obligations issued or guaranteed by the United
States Government, its agencies or instrumentalities, and
repurchase agreements on such obligations.
U. S. GOVERNMENT FUND - This fund is a diversified portfolio
of longer-term securities, either issued or backed by the
United States Government or its agencies.
EQUITY INCOME FUND - This fund is a diversified portfolio
comprised primarily of common stocks that pay above-average
dividends.
GLOBAL GENESIS FUND - This fund is a diversified portfolio of
common stock, common stock equivalents, and other equity
securities of smaller foreign and domestic companies typically
with small to medium sized market capitalization.
GROWTH OPPORTUNITY FUND - This fund is a portfolio of common
stocks with prospects of high return and increasing earnings.
EMPLOYER STOCK FUND - This fund is comprised of common stock
of the Company, Developers Diversified Realty Corporation,
which is actively traded on the New York Stock Exchange.
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<PAGE> 8
D. BENEFITS
Individual accounts are maintained for all participants, the sum of
which equals the fair value of Plan assets less unallocated forfeitures
(none at December 31, 1995 or 1994). The liability of the Plan for
benefits to participants is limited to the fair value of Plan assets. A
participant is entitled to receive the full value of his or her account
at age 65, death or disability prior to retirement, or upon termination
of employment. Upon retirement or termination, the participant would
receive a single-sum payment of his or her account balance.
E. PARTICIPANT NOTE RECEIVABLE
Under the terms of the Plan, participants may borrow from their
accounts to a maximum of $50,000 or 50% of their account balance. The
loans are secured by the balance in the participants' accounts and bear
interest at the prime rate plus 1% which is fixed at the time of the
loan.
F. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by
a letter dated August 24, 1995, that the Plan qualifies under Section
401(a) of the IRC. In management's opinion, the Plan is operating in
compliance with the applicable provisions of the Act and other
post-1986 legislation. The Plan administrator is not aware of any
course of action or series of events that have occurred that might
adversely affect the Plan's qualified status. The application for tax
exempt status of the Plan does not apply to the taxability of
distributions to participants under the Plan.
G. TRANSACTION WITH PARTIES-IN-INTEREST
Certain officers of the Company are participants in the Plan and
trustees of the Plan. One of the investment elections includes the
Company's common stock. At December 31, 1995 and 1994, the Plan held
investments in shares of mutual funds managed by Prudential, the Plan's
investment advisor, with a total market value of $140,921 and $23,260,
respectively. During the year ended December 31, 1995, the Plan
purchased a total of $103,783 of mutual fund assets. These transactions
are exempt party-in-interest transactions under Section 408(b)(8) of
ERISA and the regulations thereunder.
H. SUBSEQUENT EVENTS
Effective May 1996, the Plan's investment manager was changed from
Prudential Securities to Smith Barney.
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<PAGE> 9
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
Schedule I
Item 27a - Schedule of Assets Held for Investment
December 31, 1995
<TABLE>
<CAPTION>
Fair
Shares Cost Value
------ ---- -----
<S> <C> <C> <C>
Prudential Government Securities:
Money Market Fund * 8,802 $ 8,802 $ 8,802
Prudential U.S. Government Fund * 1,198 12,341 12,570
Prudential Equity Income Fund * 2,682 39,221 38,516
Prudential Global Genesis Fund * 2,267 41,874 42,793
Prudential Growth Opportunity Fund * 2,778 34,390 35,255
Developers Diversified Realty Corporation
Common Stock * 2,800 80,116 84,000
--------- ---------
$ 216,744 $ 221,936
========= =========
Participant Note Receivable ** - $ 21,147 $ 21,147
========= =========
<FN>
* See Parties-in-interest footnote
** Interest Rate is based on the prime rate plus 1%.
The outstanding loan's interest rate is 9-1/2%.
</TABLE>
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<PAGE> 10
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
Schedule II
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Current
Value on Net
Purchase Selling Expenses Cost of Transaction Gain
Price Price Incurred Asset Date or (loss)
-------- --------- -------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Prudential U.S. Government Fund
35 aggregate purchases $ 9,107 -- -- -- $ 9,107 --
Prudential Equity Income Fund
50 aggregate purchases 29,537 -- -- -- 29,537 --
Prudential Global Genesis Fund
43 aggregate purchases 24,663 -- -- -- 24,663 --
Prudential Global Genesis Fund
1 aggregate purchase 7,929 -- -- -- 7,929 --
Prudential Growth Opportunity Fund
44 aggregate purchases 22,019 -- -- -- 22,019 --
Prudential Growth Opportunity Fund
1 aggregate purchase 4,846 -- -- -- 4,846 --
Developers Diversified Realty
Corporation Common Stock
23 aggregate purchases 46,766 -- -- -- 46,766 --
Developers Diversified Realty
Corporation Common Stock
1 aggregate purchase 8,831 -- -- -- 8,831 --
-------- --------- --------- --------- -------- -----------
Total $153,698 $ -- $ -- $ -- $153,698 $ --
======== ========= ========= ========= ======== ===========
</TABLE>
-8-
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Developers Diversified Realty Corporation
Profit Sharing Plan and Trust
Date June 27, 1996 /s/ Scott A. Wolstein
------------------ ----------------------------------
Scott A. Wolstein
Trustee
Date June 27, 1996 /s/ James A. Schoff
------------------ ----------------------------------
James A. Schoff
Trustee
Date June 27, 1996 /s/ Joan U. Allgood
------------------ ----------------------------------
Joan U. Allgood
Trustee
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