<PAGE> 1
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) May 31, 1996
------------
DEVELOPERS DIVERSIFIED REALTY CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 1-11690 34-1723097
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(State or other Jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification Number)
34555 Chagrin Boulevard, Moreland Hills, Ohio 44022
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Registrant's telephone number, including area code (216) 247-4700
-----------------
N/A
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(Former name of former address, if changed since last report)
<PAGE> 2
Item 5. Other Events
- ---------------------
During 1995, the Company acquired 20 shopping centers at an aggregate of $303
million including its 50% ownership interest in the ten Community Center
Properties. This Form 8-K is being filed to update the pro forma financial
information reported in the December 1, 1995 Form 8-K through the year
ended December 31, 1995. In addition this pro forma financial information
reflects the Company's financing activities which occurred during the
period January 1, 1996 to May 28, 1996. Such financing transactions
include the issuance of 175,000 depositary shares representing 9.44% Class
B Cumulative Redeemable Preferred Stock, 2,611,500 Common Shares and $53
million of Medium Term Notes. The proceeds from these offerings were
primarily used to repay borrowings outstanding under the Company's
revolving credit facilities and mortgage debt.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- ---------------------------------------------------------------------------
Pro Forma Financial Information (unaudited)
- -------------------------------------------
Unaudited pro forma financial information is presented as follows:
o Pro forma condensed consolidated balance sheet as of December 31,
1995.
o Pro forma condensed consolidated statement of operations for the year
ended December 31, 1995.
o Estimated twelve-month pro forma statement of taxable net operating
income and operating funds available.
<PAGE> 3
DEVELOPERS DIVERSIFIED REALTY CORPORATION
INDEX TO PRO FORMA FINANCIAL STATEMENTS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
DEVELOPERS DIVERSIFIED REALTY CORPORATION
(PRO FORMA (UNAUDITED) ):
<S> <C>
Condensed Consolidated Balance Sheet as of December 31, 1995 ............... F-2
Condensed Consolidated Statement of Operations for the year ended
December 31, 1995 ........................................................ F-5
Estimated Twelve Month Pro Forma Statement of Taxable Net Operating
Income and Operating Funds Available ..................................... F-10
</TABLE>
<PAGE> 4
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
(Unaudited)
The following unaudited pro forma condensed consolidated balance sheet is
presented as if the following refinancings had occurred as of December 31, 1995:
(i) the sale by the Company of 175,000 depositary shares representing 9.44%
Class B Cumulative Redeemable Preferred Stock in January 1996, (ii) the sale by
the Company of 2,611,500 common shares in March 1996 and (iii) the sale by the
Company of $53 million of Medium Term Notes in the first quarter of 1996. This
pro forma condensed consolidated balance sheet should be read in conjunction
with the pro forma condensed consolidated statement of operations of the Company
presented herein and the historical financial statements and notes thereto of
the Company included in the Developers Diversified Realty Corporation Form 10-K
for the year ended December 31, 1995.
The unaudited pro forma condensed consolidated balance sheet does not purport
to represent what the actual financial position of the Company would have been
at December 31, 1995, nor does it purport to represent the future financial
position of the Company.
F-2
<PAGE> 5
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
<TABLE>
<CAPTION>
(Dollars in Thousands)
- ----------------------------------------------------------------------------------
(unaudited)
Company Pro Forma Company
Historical Adjustments Pro Forma
--------------------------------------------
<S> <C> <C> <C>
Assets:
Real estate, net $ 728,333 $ $ 728,333
Cash and cash equivalents 12 25,496 (b) 25,508
Other assets 18,525 18,525
Investment in and advances to
joint ventures 83,190 83,190
--------- --------- ---------
Total Assets $ 830,060 $ 25,496 $ 855,556
========= ========= =========
Liabilities:
Indebtedness:
Senior notes $ 103,732 $ 53,000(c) $ 156,732
Convertible debentures 60,000 -- 60,000
Revolving credit agreements 87,500 (87,500)(a)(b)(c) --
Construction loans 14,851 -- 14,851
Mortgages payable 139,643 (19,575)(c) 120,068
--------- --------- ---------
Total indebtedness 405,726 (54,075) 351,651
Other liabilities 20,172 -- 20,172
--------- --------- ---------
Total Liabilities 425,898 (54,075) 371,823
--------- --------- ---------
Shareholders' equity:
Class A Preferred Shares 105,375 105,375
Class B Preferred Shares 40,000 4,375 (a) 44,375
Non-cumulative preferred
shares -- --
Common shares 1,897 261 (b) 2,158
Paid-in-capital 291,843 75,128 (b) 366,778
(193)(a)
Accumulated dividends in excess
of net income (34,953) -- (34,953)
--------- --------- ---------
404,162 79,571 483,733
--------- --------- ---------
Total Liabilities and
Shareholders' Equity $ 830,060 $ 25,496 $ 855,556
========= ========= =========
</TABLE>
F-3
<PAGE> 6
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
(Unaudited)
(a) Represents the sale by the Company of 175,000 depositary shares
representing 9.44% Class B Cumulative Redeemable Preferred Stock and the
use of proceeds thereof. The net proceeds to the Company, after
underwriting discounts and offering costs, were $4,182,000 and were used to
repay borrowings under the revolving credit agreements.
(b) Represents the sale by the Company of 2,611,500 common shares and the use
of proceeds thereof. The net proceeds to the Company after underwriting
discounts and offering costs were $75,389,000. The remaining cash balance
will be used to fund development and expansion activities.
(c) Represents the sale by the Company of $53 million of Medium Term Notes and
the use of proceeds thereof. The net proceeds to the Company were used as
follows:
<TABLE>
<S> <C>
Repayment of:
Mortgages $19,575
Revolving Credit Agreements 33,425
-------
$53,000
=======
</TABLE>
F-4
<PAGE> 7
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
(Unaudited)
The unaudited pro forma condensed statement of operations for the year
ended December 31, 1995 is presented as if each of the following
transactions had occurred on January 1, 1995: (i) the acquisition by the
Company of the properties purchased from January 1, 1995 through December
31, 1995, (ii) the formation of the Community Center Joint Ventures and the
related acquisition of the Community Center Properties which occurred on
November 17, 1995, (iii) the sale by the Company of 2,875,000 Common Shares
in January 1995, (iv) the sale by the Company of Fixed Rate Notes in May
1995, (v) the sale by the Company of 4,215,000 Depositary Shares
representing 9.5% Class A Cumulative Redeemable Preferred Stock in November
and December 1995, (vi) the sale by the Company of 1,600,000 Depositary
Shares representing 9.44% Class B Cumulative Redeemable Preferred Stock,
(vii) the sale by the Company of 175,000 Depositary Shares representing
9.44% Class B Cumulative Redeemable Preferred Stock in January 1996, (viii)
the sale by the Company of 2,611,500 Common Shares in March 1996 and (ix)
the sale by the Company of $ 4 million of Medium Term Notes in the fourth
quarter of 1995 and $53 million of Medium Term Notes during the first
quarter of 1996.
Suchpro forma information is based upon the historical consolidated results
of operations of the Company for year ended December 31, 1995, giving
effect to the transactions described above. The pro forma condensed
consolidated statement of operations should be read in conjunction with the
pro forma condensed consolidated balance sheet of the Company presented
herein and the historical financial statements and notes thereto of the
Company included in the Developers Diversified Realty Corporation Form 10-K
for the year ended December 31, 1995, respectively.
The unaudited pro forma condensed consolidated statement of operations is
not necessarily indicative of what the actual results of operations of the
Company would have been assuming the transactions had been completed as set
forth above, nor does it purport to represent the Company's results of
operations for future periods.
F-5
<PAGE> 8
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(unaudited) Pro Forma Adjustments
-----------------------------
Preferred
Share, Common
Adjustments Share and Company
Company As Previously Debt Pro Forma
Historical Reported (a) Offerings (Unaudited)
--------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Revenues from rental properties $ 103,640 $ 5,137 (b) $ -- $ 108,777
Management fees and other income 4,165 1,074 (h) 5,239
--------- --------- --------- ---------
107,805 6,211 -- 114,016
--------- --------- --------- ---------
Operating and maintenance 9,098 1,390 (b) 10,488
Rent and real estate taxes 12,593 477 (b) 13,070
Depreciation and amortization 21,865 919 (b) 22,784
General and administrative expenses 6,378 100 (b) 6,728
250 (j)
Interest expense 29,595 2,707 (b) (316) (k) 19,269
(374) (c) (5,083) (l)
18 (d) (351) (m)
(6,731) (e)
(2,880) (f)
2,684 (i)
--------- --------- --------- ---------
79,529 (1,440) (5,750) 72,339
--------- --------- --------- ---------
Income (loss) before equity in net
income (loss) of joint ventures,
gains on sales of land and
extraordinary item 28,276 7,651 5,750 41,677
Equity in net income of
joint ventures 486 3,888 (g) 4,374
Gain on sale of land 300 300
--------- --------- --------- ---------
Income before extraordinary
item $ 29,062 $ 11,539 $ 5,750 $ 46,351
========= ========= ========= =========
Per share data:
Income before extraordinary item
available to common shareholders:
Primary $ 1.48 $ 1.49 (n)
========= =========
Fully diluted $ 1.47 $ 1.48 (n)
========= =========
Weighted average number of common
shares (in thousands):
Primary 18,780 21,573
========= =========
Fully diluted 18,937 21,730
========= =========
</TABLE>
F-6
<PAGE> 9
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------
(unaudited)
(a) Pro forma adjustments as previously reported represent adjustments for
those transactions enumerated in the Company's December 31, 1995 Form 10-K.
Such adjustments are summarized in (b), (c), (d), (e), (f), (g), (h), (i)
and (j) below.
(b) Reflects revenues and expenses of the properties acquired during 1995, for
the period January 1, 1995 through December 31, 1995, as follows:
<TABLE>
<CAPTION>
Real
Date Estate Operating
Shopping Center Acquired Revenues Taxes Maintenance Depreciation Interest
- ------------------------------------ -------- -------- ------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Airport Square, Toledo, OH 02/24/95 $ 203 $ 20 $ 15 $ 55 $ 152
North Road Plaza, Orangeburg, SC (1) 03/22/95 - - - - -
Northtowne, Anderson, SC (1) 03/22/95 - - - - -
Wando Crossing, Mt. Pleasant, SC 03/30/95 388 25 24 89 248
Jacksonville Regional Shopping
Plaza, Jacksonville, FL 03/31/95 383 53 48 83 242
The Shoppes of Boot Ranch, Palm
Harbor, FL 05/12/95 325 34 42 53 148
East Forest Plaza, Columbia, SC (1) 11/09/95 - - - - -
Eastwood Festival Centre,
Birmingham, AL 11/15/95 2,007 167 854 253 749
Enterprise Plaza, Huntsville, AL (1) 12/28/95 - - - - -
Greenridge Square Shopping
Center, Grand Rapids, MI 12/29/95 1,831 178 407 386 1,168
-------- ------- -------- -------- --------
$ 5,137 $ 477 $ 1,390 $ 919 $ 2,707
======== ======= ======== ======== ========
<FN>
(1) No revenues or expenses have been included in the pro forma
statement of operations since the center did not exist or was under construction
in 1995.
</TABLE>
The general and administrative expenses of the Company have been adjusted
by $100 to reflect increased expenses estimated to be incurred related to
property management and leasing personnel.
(c) Reflects the reduction of interest costs relating to secured variable rate
indebtedness effectively repaid with the proceeds from the sale of
2,875,000 common shares completed in January 1995.
(d) Reflects the net increase in interest cost of $18 relating to variable rate
indebtedness repaid with the proceeds from the sale of $100 million 7-5/8%
Fixed Rate Notes completed in May 1995. Pro forma interest incurred from
the period January 1, 1995 through May 17, 1995 (date of issuance) on the
Fixed Rate Notes is estimated at $2,802 and interest savings on the
variable rate indebtedness repaid is estimated at $2,784.
(e) Reflects the reduction of interest costs relating to variable rate
indebtedness effectively repaid with the proceeds from the sale of
4,215,000 Depositary shares representing 9.5% Class A Cumulative Redeemable
Preferred Stock in November and December 1995.
(f) Reflects the reduction of interest costs relating to variable rate
indebtedness effectively repaid with the proceeds from the sale of
1,600,000 Depositary Shares representing 9.44% Class B Cumulative
Redeemable Preferred Stock in December 1995.
F-7
<PAGE> 10
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(unaudited)
(g) Reflects the Company's interest in the Homart Community Center Joint
Ventures formed to acquire the Homart Properties. The revenues and expenses
of the Homart Properties for the period January 1, 1995 or date operations
commenced, if later, through November 17, 1995, are as follows:
<TABLE>
<CAPTION>
SELECTED HOMART COMMUNITY CENTER PROPERTIES
----------------------------------------------------------------------------
Carmel Woodfield Fairfax
Broadway Mountain Shoppers Village Carillon Towne
Marketplace Plaza World (1) Green Place Center (1) Total Centers
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $ 3,763 $ 6,095 $ 4,005 $ 9,335 $ 3,319 $ 4,157 $ 30,674
-----------------------------------------------------------------------------------------------
Real Estate Taxes 432 642 567 453 385 275 2,754
Operating &
Maintenance 294 315 965 2,628 421 421 5,044
Management Fees 151 244 160 373 133 166 1,227
Depreciation 649 1,011 431 1,231 515 651 4,488
Interest 1,356 2,114 902 2,574 1,078 1,361 9,385
-----------------------------------------------------------------------------------------------
2,882 4,326 3,025 7,259 2,532 2,874 22,898
-------------- ---------- --------- ---------- --------- ----------- --------
$ 881 $ 1,769 $ 980 $ 2,076 $ 787 $ 1,283 7,776
================================================================================
Company pro rata share 50%
-------------
Equity in net income from Joint Venture $ 3,888
=============
<FN>
(1) The Center opened in November 1994 and was in the lease up phase for a
portion of 1995; therefore, the operating results may not be
representative of the centers' financial results on a fully occupied
basis.
No revenues or expenses for the following Community Center Properties
have been included in statement of operations since the property did
not exist or was under construction in 1995:
New Hope Commons, Durham, NC
Perimeter Center, Atlanta, GA
Towne Center Prado, Marietta, GA
Independence Commons, Independence, MO
Shoppers World (Phase II), Framingham, MA
</TABLE>
F-8
<PAGE> 11
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------
(unaudited)
(h) Represents Company share of management fees earned from the Community
Center Joint Ventures.
(i) Represents interest expense on line of credit borrowings to fund the
Company's equity investment in the Community Center Joint Ventures. The
interest expense represents the estimated borrowings from January 1, 1995.
(j) The general and administrative expenses of the Company have been adjusted
by $250 to reflect increased expenses estimated to be incurred related to
property management, leasing personnel and other administrative costs.
(k) Reflects the reduction of interest costs relating to variable rate
indebtedness effectively repaid with the proceeds from the sale of 175,000
Depositary Shares representing 9.44% Class B Cumulative Redeemable
Preferred Stock in January 1996.
(l) Reflects the reduction of interest costs relating to variable rate
indebtedness effectively repaid with the proceeds from the sale of
2,611,500 common shares completed in March 1996.
(m) Reflects the net decrease in interest cost of $351 relating to variable
rate indebtedness repaid with the proceeds from the sale of the Medium Term
Notes completed in the fourth quarter of 1995 and the first quarter of
1996. Pro forma interest incurred from the period January 1, 1995 through
the date of issuance of the Notes is estimated at $3,944 and interest
savings on the variable rate indebtedness repaid is estimated at $4,295.
(n) Pro forma income per common share is based upon the common shares assumed
to be outstanding for the year. In accordance with the Accounting
Principles Board Opinion No. 15, primary earnings per share before
extraordinary item is calculated as follows:
<TABLE>
<S> <C>
Undistributed loss:
Income before extraordinary item . . . . . . . . . . . . . . . . . . . $ 46,351
Less:
Class A Share Preferred Share Dividends (1) . . . . . . . . . . (10,011)
Class B Share Preferred Share Dividends (2) . . . . . . . . . . (4,189)
---------
Income before extraordinary item available for Common Shares . . 32,151
Total dividends declared - $2.16 per common share . . . . . . . . . (46,598)
---------
Undistributed loss $ (14,447)
=========
Per share data:
Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.16
Undistributed loss . . . . . . . . . . . . . . . . . . . . . . . . (0.67)
---------
Primary earnings per common share . . . . . . . . . . . . . . . . . $ 1.49
=========
Weighted average number of Common Shares:
Primary earnings per common share . . . . . . . . . . . . . . . . 21,573
=========
Fully diluted . . . . . . . . . . . . . . . . . . . . . . . . . . 21,730
=========
<FN>
(1) Represents the cumulative dividends payable at the stated rate of 9.5% on
the liquidation amount of $105,375.
(2) Represents the cumulative dividends payable at the stated rate of 9.44% on
the liquidation amount of $44,375.
</TABLE>
F-9
<PAGE> 12
DEVELOPERS DIVERSIFIED REALTY CORPORATION
ESTIMATED TWELVE MONTH PRO FORMA STATEMENT OF
TAXABLE NET OPERATING INCOME AND OPERATING FUNDS AVAILABLE
- --------------------------------------------------------------------------------
(unaudited)
The following unaudited statement is a pro forma estimate of taxable income and
funds available from operations of the Company for the year ended December 31,
1995. The pro forma statement is based on the Company's historical operating
results for the twelve-month period ended December 31, 1995 adjusted for the
effects of the Company's (i) 2,875,000 common share offering completed in
January 1995, (ii) Fixed Rate Senior Note offering completed in May 1995, (iii)
historical operations of the properties acquired during 1995, (iv) the formation
of the Community Center Joint Ventures and the related acquisition of the
Community Centers, (v) 4,215,000 Depositary Shares representing 9.5% Class A
Cumulative Redeemable Preferred Stock completed in November and December 1995,
(vi) 1,775,000 depositary shares representing 9.44% Class B Cumulative
Redeemable Preferred Stock completed in December 1995 and January 1996, (vii)
2,611,500 common share offering completed in March 1996, (viii) Medium Term
Notes offerings completed in the fourth quarter of 1995 and the first quarter of
1996 and certain other items related to operations which can be factually
supported. This statement does not purport to forecast actual operating results
for any period in the future.
This statement should be read in conjunction with (i) the financial statements
of the Company and (ii) the pro forma condensed financial statements of the
Company.
<TABLE>
<S> <C>
ESTIMATE OF TAXABLE NET OPERATING INCOME (IN THOUSANDS):
DDRC historical net income, exclusive of property depreciation and amortization (Note 1) . . . $ 47,370
Properties acquired during 1995 (prior to inclusion in DDRC financial results) - historical
earnings from operations, as adjusted, exclusive of depreciation and amortization,
including proportionate share of Community Center Joint Ventures depreciation and
amortization (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,491
Pro forma adjustment reflecting the decrease in interest expense arising from the utilization of
the proceeds from the 2,875,000 common share offering . . . . . . . . . . . . . . . . . . . 374
Pro forma adjustment reflecting the increase in interest expense arising from the issuance of
Fixed Rate Senior Notes to repay variable rate indebtedness . . . . . . . . . . . . . . . . (18)
Pro forma adjustments reflecting the decrease in interest expense arising from the utilization
of the proceeds from the $4,215,000 Class A Depositary Shares . . . . . . . . . . . . . . . 6,731
Pro forma adjustments reflecting the decrease in interest expense arising from the utilization of
the proceeds from the 1,775,000 Class B Depositary Shares . . . . . . . . . . . . . . . . . 3,196
Pro forma adjustments reflecting the decreased in interest expense arising from the utilization of
the proceeds from the 2,611,500 common share offering . . . . . . . . . . . . . . . . . . . 5,083
Pro forma adjustments reflecting the decrease in interest expense arising from the utilization of
the proceeds from the issuance of Medium Term Notes to repay variable rate indebtedness . . 351
Estimated tax depreciation and amortization (Note 3):
Estimated 1995 tax depreciation and amortization . . . . . . . . . . . . . . . . . . . . . (16,545)
Pro forma tax depreciation for Properties acquired during 1995 including proportionate share
of Community Center Joint Ventures depreciation and amortization . . . . . . . . . . . (3,167)
---------
Pro forma taxable income before dividends deduction . . . . . . . . . . . . . . . . . . . 45,866
Estimated dividends deduction (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . (60,798)
---------
$ (14,932)
=========
Pro forma taxable net operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -
=========
ESTIMATE OF OPERATING FUNDS AVAILABLE (IN THOUSANDS):
Pro forma taxable operating income before dividends deduction . . . . . . . . . . . . . . . . $ 45,866
Add pro forma depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,712
Add non-cash loss on investment in joint venture . . . . . . . . . . . . . . . . . . . . . 471
---------
Estimated pro forma operating funds available (Note 5) . . . . . . . . . . . . . . . . . . . . $ 66,049
=========
</TABLE>
F-10
<PAGE> 13
DEVELOPERS DIVERSIFIED REALTY CORPORATION
ESTIMATED TWELVE MONTH PRO FORMA STATEMENT OF
TAXABLE NET OPERATING INCOME AND OPERATING FUNDS AVAILABLE
- --------------------------------------------------------------------------------
(unaudited)
Note 1 - The historical earnings from operations represents the Company's
earnings from operations for the twelve months ended December 31, 1995
as reflected in the Company's historical financial statements.
Note 2 - The historical earnings from operations for the properties acquired
during 1995 represent the revenues and certain expenses as referred to
in the pro forma condensed consolidated statement of operations for
the year ended December 31, 1995 included elsewhere herein.
Note 3 - Tax depreciation for the Company is based upon the Company's tax basis
in the properties which exceeds the historical cost basis, as
reflected in the Company's financial statements in accordance with
generally accepted accounting principles, by approximately $21 million
before accumulated depreciation. The costs are generally depreciated
on a straight-line method over a 40-year life.
Note 4 - Estimated dividends deduction is calculated as follows:
<TABLE>
<S> <C>
Common share dividend (21,573,000 x $2.16) $ 46,598
Class A Preferred Shares 10,011
Class B Preferred Shares 4,189
---------
$ 60,798
=========
</TABLE>
Note 5 - Operating funds available does not represent cash generated from
operating activities in accordance with generally accepted accounting
principles and is not necessarily indicative of cash available to fund
cash needs.
F-11
<PAGE> 14
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.
DEVELOPERS DIVERSIFIED REALTY
CORPORATION
Date May 31, 1996 /s/ William H. Schafer
--------------------------- ------------------------------------------
William H. Schafer
Vice President and Chief Financial Officer
F-12
