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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DEVELOPERS DIVERSIFIED REALTY CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 34-1723097
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(State of incorporation (IRS Employer
or organization) Identification No.
34555 Chagrin Boulevard
Moreland Hills, Ohio 44022
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to be
to be so registered registered
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Depositary Shares, each representing New York Stock Exchange
1/10 of a share of 8 3/8% Class C
Cumulative Redeemable Preferred
Shares, without par value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
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For a description of the Depositary Shares, each representing
1/10 of a share of 8 3/8% Class C Cumulative Redeemable Preferred Shares,
without par value, of Developers Diversified Realty Corporation (the "Company"),
see the information under the caption "Description of Depositary Shares" in the
Registration Statement on Form S-3 (Registration No. 333-37067) of the Company,
which description is hereby incorporated herein by reference. The Depositary
Shares will be listed on the New York Stock Exchange for regular way trading.
Item 2. Exhibits
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Exhibit No. Description
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3.1 Amendment to the Company's Articles of Incorporation
for the Preferred Shares (filed herewith).
3.2 Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-11
filed November 23, 1992 (Registration No. 33-54930))
3.3 Code of Regulations of the Company (incorporated by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-11 filed November
23, 1992 (Registration No. 33-54930))
4.1 Form of Preferred Share Certificate (filed herewith)
4.2 Form of Depositary Receipt (filed herewith)
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
DEVELOPERS DIVERSIFIED REALTY CORPORATION
July 2, 1998 By: /s/ William H. Schafer
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William H. Schafer
Chief Financial Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
DEVELOPERS DIVERSIFIED REALTY CORPORATION
JAMES A. SCHOFF, Vice Chairman and Chief Investment Officer, and
JOAN U. ALLGOOD, Secretary, of Developers Diversified Realty Corporation, an
Ohio corporation (the "Corporation"), do hereby certify that the following
resolution to amend the Amended and Restated Articles of Incorporation of the
Corporation was adopted by a majority vote of the Board of Directors of the
Corporation at a meeting held on May 11, 1998 and by a majority vote of a
committee of such Board of Directors, previously established by the Board of
Directors, at a meeting held on July 1, 1998, no greater vote being required by
the Amended and Restated Articles of Incorporation of the Corporation, and
pursuant to the authority of Section 1701.70(B)(1) and 1701.73(A) of the Ohio
Revised Code:
RESOLVED, that the Amended and Restated Articles of Incorporation of
the Corporation be and they hereby are amended by adding at the end of Division
A-III of Article FOURTH thereof a new Section 6 reading as follows:
SECTION 6. 8 3/8% CLASS C CUMULATIVE REDEEMABLE PREFERRED
SHARES. Of the 1,500,000 authorized Class C Shares, 400,000 shares are
designated as a series entitled "8 3/8% Class C Cumulative Redeemable Preferred
Shares" (hereinafter called "8 3/8% Class C Preferred Shares"). The 8 3/8% Class
C Preferred Shares shall have the express terms set forth in this Division as
being applicable to all Class C Shares as a class and, in addition, the
following express terms applicable to all 8 3/8% Class C Preferred Shares as a
series of Class C Shares:
(a) The annual dividend rate of the 8 3/8% Class C Preferred Shares
shall be 8 3/8% of the liquidation preference of $250.00 per share.
(b) Dividends on the 8 3/8% Class C Preferred Shares shall be payable,
if declared, quarterly on or about the fifteenth day of March, June,
September, and December each year, the first quarterly dividend being
payable, if declared, on September 15, 1998 The dividends payable for
each full quarterly dividend period on each 8 3/8% Class C Preferred
Shares shall be $5.234375.
Dividends for the initial dividend period on the 8 3/8% Class
C Preferred Shares, or for any period shorter or longer than a
full dividend period on the 8 3/8% Class C Preferred Shares,
shall be computed on the basis of a 360-day year consisting of
twelve 30-day months. The aggregate dividend payable quarterly
to each holder of 8 3/8% Class C Preferred Shares shall be
rounded to the nearest one one-hundredth of one cent with
$.00005 being rounded upward. Each dividend shall be payable
to the holders of record on such record date, no less than 10
nor more than 30 days preceding the payment date thereof, as
shall be fixed from time to time by the Corporation's Board of
Directors.
(c) Dividends on 8 3/8% Class C Preferred Shares shall be cumulative as
follows:
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(1) With respect to shares included in the initial issue of 8
3/8% Class C Preferred Shares and shares issued any time
thereafter up to and including the record date for the payment
of the first dividend on the initial issue of 8 3/8% Class C
Preferred Shares, dividends shall be cumulative from the date
of the initial issue of 8 3/8% Class C Preferred Shares; and
(2) With respect to shares issued any time after the aforesaid
record date, dividends shall be cumulative from the dividend
payment date next preceding the date of issue of such shares,
except that if such shares are issued during the period
commencing the day after the record date for the payment of a
dividend on 8 3/8% Class C Preferred Shares and ending on the
payment date of that dividend, dividends with respect to such
shares shall be cumulative from that dividend payment date.
(d) Except as required to preserve the Corporation's status as a real
estate investment trust under the Internal Revenue Code of 1986, as
amended, the 8 3/8% Class C Preferred Shares may not be redeemed prior
to July 7, 2003. At any time or from time to time on and after July 7,
2003 the Corporation, at its option upon not less than thirty (30) nor
more than sixty (60) days' written notice, may redeem all or any part
of the 8 3/8% Class C Preferred Shares at a redemption price of $250.00
per share plus, in each case, an amount equal to all dividends accrued
and unpaid thereon to the redemption date, without interest. The
redemption price (other than the portion thereof consisting of accrued
and unpaid dividends) is payable solely out of the sale proceeds of
other capital shares of the Corporation, which may include any equity
securities (including common shares and preferred shares), shares,
interests, participation or other ownership interests (however
designated) and any rights (other than debt securities convertible into
or exchangeable for equity securities), or options to purchase any of
the foregoing.
(e) The amount payable per 8 3/8% Class C Preferred Share in the event
of any voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Corporation shall be $250.00, plus an amount
equal to all dividends accrued and unpaid thereon to the date of
payment.
(f) All dividend payments made on the 8 3/8% Class C Preferred Shares,
at any time during which the Corporation is in default in the payment
of dividends on such 8 3/8% Class C Preferred Shares for any dividend
period, shall, for the purposes of Section 5(b)(1) of this Division
A-III, be deemed to be made in respect of the earliest dividend period
with respect to which the Corporation is in default.
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IN WITNESS WHEREOF, we have executed this instrument in one or
more counterparts as of the 1st day of July, 1998.
/s/ James A. Schoff
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James A. Schoff
Vice Chairman and Chief Investment Officer
/s/ Joan U. Allgood
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Joan U. Allgood
Secretary
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Exhibit 4.1
PREFERRED SHARES PREFERRED SHARES
NUMBER SHARES
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PB
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DEVELOPERS DIVERSIFIED REALTY CORPORATION
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 251591 70 7
CLEVELAND, OH SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE 8 3/8% CLASS C CUMULATIVE REDEEMABLE PREFERRED
SHARES, WITHOUT PAR VALUE, ($250.00 LIQUIDATION PERFERENCE PER SHARE) OF
Developers Diversified Realty Corporation transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject to all the
provisions of the Articles of Incorporation and amendments thereto as filed in
the office of the Secretary of State of Ohio, to which the holder by acceptance
hereof, assents. This certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.
In Witness Whereof, the Corporation has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers.
COUNTERSIGNED AND REGISTERED:
NATIONAL CITY BANK
TRANSFER AGENT AND REGISTRAR
BY: /s/ Joan U. Allgood /s/ Scott A. Wolstein
AUTHORIZED SIGNATURE SECRETARY PRESIDENT
CERTIFICATE OF STOCK
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DEVELOPERS DIVERSIFIED REALTY CORPORATION
The Preferred Shares represented by this certificate are subject to
restrictions on transfer for the purpose of the Corporation's maintenance of its
status as a Real Estate Investment Trust under the Internal Revenue Code of
1986, as amended. Subject to certain provisions of the Corporation's Amended
and Restated Articles of Incorporation, as amended, no Person may Beneficially
Own or Constructively Own shares of any series of any class of Preferred Shares
in excess of 9.8% of the outstanding Preferred Shares of such series. Any
Person who attempts to Beneficially Own or Constructively Own shares of any
series of any class of Preferred Shares in excess of the above limitations
must immediately notify the Corporation. All capitalized terms in this legend
have the meanings defined in the Corporation's Amended and Restated Articles of
Incorporation, as amended, a copy of which, including the restrictions on
transfer, will be sent without charge to each shareholder who so requests. If
the restrictions on transfer are violated, certain of the Preferred Shares
represented hereby may be subject to repurchase by the Corporation on the terms
and conditions set forth in the Corporation's Amended and Restated Articles of
Incorporation, as amended.
The following abbreviations when used in the instructions on the face
of this Certificate shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<S> <C>
TEN COM --as tenants in common UNIF GIFT MIN ACT--__________Custodian__________
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________________
in common
</TABLE>
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received,______________________________________________ hereby
sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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- ---------------------------------------
________________________________________________________________________________
________________________________________________________________________________
_______________________________________________________________ Preferred Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint
_______________________________________________________________________ Attorney
to transfer the said Preferred Shares on the books of the within named
Corporation with full power of substitution in the premises.
Dated:__________________________________
________________________________________________________________________________
NOTICE: The signature to the assignment must correspond with the name as written
upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatever.
<PAGE> 1
Exhibit 4.2
NUMBER
DR-
<TABLE>
<S> <C> <C>
[DEVELOPERS DIVERSIFIED REALTY CORPORATION LOGO]
RECEIPT FOR DEPOSITARY SHARES,
EACH REPRESENTING 1/10
[GRAPHIC] OF A SHARE OF CLASS C
CUMULATIVE REDEEMABLE
PREFERRED SHARES
THIS CERTIFICATE IS TRANSFERABLE IN
CLEVELAND, OH OR NEW YORK, NY
INCORPORATED UNDER THE LAWS CUSIP 251591 60 8
OF THE STATE OF OHIO SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
</TABLE>
DEVELOPERS DIVERSIFIED REALTY CORPORATION
National City Bank, as Depositary (the "Depositary"), hereby certifies that
is the registered owner of DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing 1/10 of one share of
8 3/8% Class C Cumulative Redeemable Preferred Shares, without par value ("the
Shares"), of Developers Diversified Realty Corporation, a corporation duly
organized and existing under the laws of the State of Ohio ("the Corporation"),
on deposit with the Depositary, subject to the terms and entitled to the
benefits of the Deposit Agreement dated as of July 7, 1998 (the "Deposit
Agreement"), among the Company, the Depositary and the holders from time to
ime of Receipts for Depositary Shares. By accepting this Receipt, the holder
hereof becomes a party to and agrees to be bound by all the terms and
conditions of the Deposit Agreement. This Receipt shall not be valid or
obligatory for any purpose or entitled to any benefits under the Deposit
Agreement unless it shall have been executed by the Depositary by the manual or
facsimile signature of a duly authorized officer or, if a Registrar in respect
of the Receipts (other than the Depositary) shall have been appointed, by the
manual signature of a duly authorized officer of such Registrar.
Dated:
Countersigned: NATIONAL CITY BANK
(CLEVELAND, OHIO)
DEPOSITARY /s/ Scott A. Wolstein
By By President
/s/ Joan U. Allgood
Authorized Signatory Secretary
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The Depositary Shares evidenced by this Depositary Receipt are subject
to restrictions on ownership and transfer for the purpose of the Corporation's
maintenance of its status as a Real Estate Investment Trust under the Internal
Revenue Code of 1986, as amended. Subject the provisions of the Corporation's
Amended and Restated Articles of Incorporation, as amended, no Person may
Beneficially Own or Constructively Own Depositary Shares representing shares of
any series of any class of Preferred Shares in excess of 9.8% of the outstanding
Preferred Shares of such series. Any Person who attempts to Beneficially Own or
Constructively Own Depositary Shares representing shares of any series of any
class of Preferred Shares in excess of the above limitations must immediately
notify the Corporation. All capitalized terms in this legend have the meanings
defined in the Corporation's Amended and Restated Articles of Incorporation, as
amended, a copy of which will be sent without charge to each shareholder who so
requests. If the restrictions on ownership are violated, the Preferred Shares
represented by the Depositary Shares evidenced by this Depositary Receipt will
be subject to repurchase by the Corporation on the terms and conditions set
forth in the Corporations's Amended and Restated Articles of Incorporation, as
amended.
DEVELOPERS DIVERSIFIED REALTY CORPORATION
DEVELOPERS DIVERSIFIED REALTY CORPORATION WILL FURNISH WITHOUT CHARGE
TO EACH REGISTERED HOLDER OF RECEIPTS WHO SO REQUESTS A COPY OF THE DEPOSIT
AGREEMENT AND A COPY OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS
AMENDED, WITH RESPECT TO THE 8 3/8% CLASS C CUMULATIVE REDEEMABLE PREFERRED
SHARES OF DEVELOPERS DIVERSIFIED REALTY CORPORATION. ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.
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The following abbreviations when used in the instructions on the face
of this receipt shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT Custodian
TEN ENT - as tenants by the entireties ------ -------
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as under Uniform Gifts to Minors
tenants in common Act
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(State)
Additional abbreviations may be used though not in the above list
ASSIGNMENT
For value received, __________________________hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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- ---------------------------------------
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Depositary Shares
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represented by the within Receipt, and do hereby irrevocably constitute and
appoint
Attorney
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to transfer the said Depositary Shares on the books of the within named
Depositary with full power of substitution in the premises.
Dated
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NOTICE: the signature to the assignment
must correspond with the name as written
upon the face of this Receipt in every
particular, without alteration or
enlargement or any change whatever.
