<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
For Annual Report of Employee Stock Purchase, Savings and Similar Plans
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
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
---------
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
DEVELOPERS DIVERSIFIED REALTY CORPORATION PROFIT
SHARING PLAN AND TRUST
B. Name of issuer of the securities held pursuant of the plan and the address of
its principal executive office:
DEVELOPERS DIVERSIFIED REALTY CORPORATION
3300 Enterprise Parkway, Beachwood, Ohio 44122
<PAGE> 2
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
DECEMBER 31, 1998
TABLE OF CONTENTS
<TABLE>
<S> <C>
Report of Independent Accountants ........................................................... 1
Statement of Net Assets Available for Plan Benefits with Fund Information
at December 31, 1998 and 1997 ........................................................... 2 - 3
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information for the year-ended December 31, 1998 .......................................... 4
Notes to the Financial Statements ........................................................... 6 - 9
Schedule I - Item 27a Schedule of Assets held for Investment Purposes at
December 31, 1998 ......................................................................... 10
Schedule II - Item 27d Schedule of Reportable Transactions for the year
ended December 31, 1998 ................................................................... 11
</TABLE>
Note: All other schedules required by the Department of Labor Rules and
Regulations for Reporting and Disclosures under the Employee Retirement Income
Security Act of 1974 have been omitted because the conditions under which they
are required are not present.
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and the Administrator of the Developers Diversified Realty
Corporation Profit Sharing Plan and Trust:
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Developers Diversified Realty Corporation Profit Sharing
Plan and Trust (the "Plan") at December 31, 1998 and 1997, and the changes in
net assets available for benefits for the year ended December 31, 1998 in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of "Schedule
of Assets Held for Investment Purposes" and "Schedule of Reportable
Transactions" are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. These supplemental schedules and fund information are the
responsibility of the Plan's management. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PricewaterhouseCoopers LLP
Cleveland, Ohio
June 7, 1999
-1-
<PAGE> 4
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------------
U.S. Equity Employer
Money Government Income Global Growth Discovery Stock
Fund Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value:
Common stock of
Developers Diversified
Realty Corporation $ -- $ -- $ -- $ -- $ -- $ -- $ 182,585
Smith Barney Money Funds .. 26,666 -- -- -- -- -- 3,565
Oppenheimer Securities:
U.S. Government Trust -- 55,290 -- -- -- -- --
Equity income fund -- -- 212,411 -- -- -- --
Global fund -- -- -- 166,366 -- -- --
Growth fund -- -- -- -- 251,738 -- --
Discovery fund -- -- -- -- -- 45,192 --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total investments 26,666 55,290 212,411 166,366 251,738 45,192 186,150
---------- ---------- ---------- ---------- ---------- ---------- ----------
Receivables:
Participant notes
receivable -- -- -- -- -- -- --
Interfund receivable
(payable) (6,974) 803 3,267 1,704 3,867 758 --
Participants' contributions
receivable -- -- -- -- -- -- 1,695
Employer contributions
receivable -- -- -- -- -- -- --
Dividends receivable -- 3,328
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total receivables (6,974) 803 3,267 1,704 3,867 758 5,023
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available
for plan benefits $ 19,692 $ 56,093 $ 215,678 $ 168,070 $ 255,605 $ 45,950 $ 191,173
========== ========== ========== ========== ========== ========== ==========
<CAPTION>
Non-
Participant Participant
Directed Directed
----------------------------
Employer
Loan Stock
Fund Fund Total
---------- ---------- ----------
<S> <C> <C> <C>
Assets
Investments at fair value:
Common stock of
Developers Diversified
Realty Corporation $ -- $ 146,045 $ 328,630
Smith Barney Money Funds .. -- 1,304 31,535
Oppenheimer Securities:
U.S. Government Trust -- -- 55,290
Equity income fund -- -- 212,411
Global fund -- -- 166,366
Growth fund -- -- 251,738
Discovery fund -- -- 45,192
---------- ---------- ----------
Total investments -- 147,349 1,091,162
---------- ---------- ----------
Receivables:
Participant notes
receivable 41,512 -- 41,512
Interfund receivable
(payable) (3,425) -- --
Participants' contributions
receivable -- -- 1,695
Employer contributions
receivable -- 1,833 1,833
Dividends receivable -- 2,671 5,999
---------- ---------- ----------
Total receivables 38,087 4,504 51,039
---------- ---------- ----------
Net assets available
for plan benefits $ 38,087 $ 151,853 $1,142,201
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
-2-
<PAGE> 5
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------------
U.S. Equity Employer
Money Government Income Global Growth Discovery Stock Loan
Fund Fund Fund Fund Fund Fund Fund Fund
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value:
Common stock of
Developers Diversified
Realty Corporation $ -- $ -- $ -- $ -- $ -- $ -- $154,818 $ --
Smith Barney Money
Funds 32,647 -- -- -- -- -- 183 --
Oppenheimer Securities:
U.S. Government Trust -- 43,221 -- -- -- -- -- --
Equity income fund -- -- 147,849 -- -- -- -- --
Global fund -- -- -- 129,151 -- -- -- --
Growth fund -- -- -- -- 170,176 -- -- --
Discovery fund -- -- -- -- 26,738 -- --
-------- -------- -------- -------- -------- -------- -------- --------
Total investments 32,647 43,221 147,849 129,151 170,176 26,738 155,001 --
-------- -------- -------- -------- -------- -------- -------- --------
Receivables:
Participant notes receivable -- -- -- -- -- -- -- 17,671
Interfund receivable
(payable) (14,317) 860 3,439 2,695 6,118 1,077 137 (9)
Participants' contributions
receivable -- -- -- -- -- -- 1,869 --
Employer contributions
receivable -- -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- --------
Total receivables (14,317) 860 3,439 2,695 6,118 1,077 2,006 17,662
-------- -------- -------- -------- -------- -------- -------- --------
Net assets available
for plan benefits $ 18,330 $ 44,081 $151,288 $131,846 $176,294 $ 27,815 $157,007 $ 17,662
======== ======== ======== ======== ======== ======== ======== ========
<CAPTION>
Non-
Participant
Directed
----------
Employer
Stock
Fund Total
-------- --------
<S> <C> <C>
Assets
Investments at fair value:
Common stock of
Developers Diversified
Realty Corporation $114,974 $269,792
Smith Barney Money
Funds 110 32,940
Oppenheimer Securities:
U.S. Government Trust -- 43,221
Equity income fund -- 147,849
Global fund -- 129,151
Growth fund -- 170,176
Discovery fund 26,738
-------- --------
Total investments 115,084 819,867
-------- --------
Receivables:
Participant notes receivable -- 17,671
Interfund receivable -- --
(payable)
Participants' contributions
receivable -- 1,869
Employer contributions
receivable 1,509 1,509
-------- --------
Total receivables 1,509 21,049
-------- --------
Net assets available
for plan benefits $116,593 $840,916
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 6
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES
IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED, DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------
U.S. Equity
Money Government Income Global Growth Discovery
Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions (deductions):
Contributions:
Employer contributions $ -- $ -- $ -- $ -- $ -- $ --
Participants'
contributions 7,808 14,813 54,051 34,369 82,283 16,437
Participants' rollover -- -- 3,437 3,088 6,581 3,437
Loan repayments 958 200 2,783 1,886 2,707 1,686
Dividend income 1,426 2,492 20,743 11,412 21,736 1,376
Interest income -- -- -- -- -- --
Net (depreciation)
appreciation in
fair value of
investments -- (163) (2,965) 2,979 (2,276) (2,147)
----------- ----------- ----------- ----------- ----------- -----------
Total additions 10,192 17,342 78,049 53,734 111,031 20,789
----------- ----------- ----------- ----------- ----------- -----------
(deductions)
Deductions:
Participants' benefits (650) (1,230) (8,109) (13,010) (25,550) (2,154)
Participant loans (8,180) (4,100) (5,550) (4,500) (6,170) (500)
----------- ----------- ----------- ----------- ----------- -----------
Total deductions (8,830) (5,330) (13,659) (17,510) (31,720) (2,654)
----------- ----------- ----------- ----------- ----------- -----------
Net increase 1,362 12,012 64,390 36,224 79,311 18,135
Net assets available
for plan benefits
beginning of year 18,330 44,081 151,288 131,846 176,294 27,815
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS END
OF YEAR $ 19,692 $ 56,093 $ 215,678 $ 168,070 $ 255,605 $ 45,950
=========== =========== =========== =========== =========== ===========
<CAPTION>
Non-
Participant
Participant Directed Directed
------------------------------ ----------
Employer Employer
Stock Loan Stock
Fund Fund Fund Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions (deductions):
Contributions:
Employer contributions $ -- $ -- $ 45,006 $ 45,006
Participants'
contributions 42,132 -- -- 251,893
Participants' rollover 2,389 -- -- 18,932
Loan repayments -- (10,220) -- --
Dividend income 13,733 -- 8,183 81,101
Interest income -- 2,321 -- 2,321
Net (depreciation)
appreciation in
fair value of
investments (16,257) -- (9,687) (30,516)
----------- ----------- ----------- -----------
Total additions 41,997 (7,899) 43,502 368,737
----------- ----------- ----------- -----------
(deductions)
Deductions:
Participants' benefits (7,831) (676) (8,242) (67,452)
Participant loans -- 29,000 -- --
----------- ----------- ----------- -----------
Total deductions (7,831) 28,324 (8,242) (67,452)
----------- ----------- ----------- -----------
Net increase 34,166 20,425 35,260 301,285
Net assets available
for plan benefits
beginning of year 157,007 17,662 116,593 840,916
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS END
OF YEAR $ 191,173 $ 38,087 $ 151,853 $ 1,142,201
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 7
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
1. FORMATION OF PLAN AND SUMMARY OF ACCOUNTING POLICIES
Formation of Plan
Effective July 1, 1994 Developers Diversified Realty Corporation (the
"Company") formed the Developers Diversified Realty Corporation Profit
Sharing Plan and Trust (the "Plan").
Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting.
Investment Valuation and Income Recognition
The Plan's investments are stated at market value as of 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. Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the shareholder record date.
The Plan presents in the statement of changes in net assets available
for plan benefits the net appreciation (depreciation) in the fair value
of its investments which is comprised of the realized gains or losses
and the unrealized appreciation (depreciation) on those investments.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses
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 1998 and 1997, all Plan expenses were paid for by the
Company.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets,
liabilities, changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
-5-
<PAGE> 8
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. 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.
General
The Plan is a defined contribution plan that covers all eligible
employees, as defined, of the Company. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Contributions
Participants have the right to direct the trustee to invest their
contributions, in one or more permitted investment funds, as defined by
the Plan, as they may choose. Participants may contribute up to 15% of
their annual compensation, not to exceed $10,000 per Plan year. The
Plan provides that the Company will match participant's contributions
in an amount equal to 25% of the participant's 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 annual
compensation. Matching contributions may be made in cash or in the
Company's common stock. During 1998 and 1997, all Company contributions
were made with the Company's common stock. Subject to provisions of the
Plan, the Company also has the option to contribute any amount up to
15% of the annual pay of all participating and vested participants for
each Plan year. During 1998 and 1997, there were no such contributions
made by the Company related to this provision.
Participant Accounts
Each participant's account is credited with the participant's
contribution and allocations of (a) the Company's contributions and (b)
Plan earnings. Allocations are based upon participant earnings or
account balances, as defined. Forfeited balances of terminated
participants' nonvested accounts are used to reduce future Company
contributions ($2,752 and $1,410 at December 31, 1998 and 1997,
respectively).
Vesting
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 service year until fully vested. Participants
were credited with years of service prior to the formation of the Plan
for vesting purposes.
-6-
<PAGE> 9
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Benefits Payments
The liability of the Plan for benefits to participants is limited to
the fair value of the Plan assets. A participant is entitled to receive
the full value of his or her vested account at age 65, death or
disability, prior to retirement, or upon termination of employment.
Upon retirement or termination, the participant may elect to receive a
single lump sum payment of his or her account balance. If a
participant's employment terminates as a result of a permanent physical
or mental disability, the participant will be fully vested as of the
date of the disability. Benefits payable at December 31, 1998 and 1997
for all processed and approved claims were $4,549 and $0, respectively.
This amount is reflected as a liability in the Plan's Form 5500 in
accordance with ERISA rules and regulations.
Participants Notes Receivable
Under the terms of the Plan, participants may borrow from their
accounts up to a maximum of $50,000 or 50% of their vested 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, or 8.8% and 9.5% at December 31, 1998 and 1997,
respectively. The outstanding notes' interest rates range from 9.25%
and 10.5%.
Plan Termination
Under the Plan, the Company has the right to discontinue contributions
and terminate the Plan at any time, although the Company has not
expressed any interest to do so. 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.
3. INVESTMENTS
The Trustee of the Plan maintains the following separate investment
accounts under the Plan in which participants may direct contributions.
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.
-7-
<PAGE> 10
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Oppenheimer Securities:
U.S. GOVERNMENT TRUST - This fund seeks high current income,
preservation of capital and maintenance of liquidity primarily
through investments in debt securities issued or guaranteed by
the U.S. Government or its agencies or instrumentalities.
EQUITY INCOME FUND - This fund's primary investment objective
is to maximize current income, compatible with prudent
investment. It has a secondary objective to conserve
principal, while providing an opportunity for capital
appreciation. It invests primarily in well established
corporations who typically pay an above average dividend
yield.
GROWTH FUND - This fund invests its assets to seek capital
appreciation for shareholders. It invests in large
corporations who have proven potential for earnings growth
over time.
GLOBAL FUND - This fund invests its assets with the objective
of capital appreciation. It invests in stocks from around the
world. It searches out growth oriented companies principally
involved in one or more key global trend sectors.
DISCOVERY FUND - This fund's investment objective is capital
appreciation. It invests in small emerging growth companies
for maximum capital appreciation.
Smith Barney:
MONEY FUND - This fund invests in short-term high quality
money market securities that provide current income and safety
of principal.
4. 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 Internal Revenue Code ("IRC") and therefore is exempt
from federal income taxes. In management's opinion, the Plan is
operating in compliance with the applicable provisions of the IRC 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.
-8-
<PAGE> 11
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
5. 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, 1998 and 1997, the Plan held
investments in shares of mutual funds managed by Smith Barney, the Plan
investment advisor, with a total market value of $762,532 and $550,075,
respectively. During the year ended December 31, 1998, the Plan
purchased a total of $295,709 of mutual fund assets from Smith Barney.
These transactions are exempt party-in-interest transactions under
Section 408 of ERISA and the regulations thereunder.
-9-
<PAGE> 12
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
Schedule I
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
Fair
Identity of Issuer or Borrower Cost Value
- ------------------------------------------------------------------------- -------------- ---------
<S> <C> <C>
* Smith Barney Money Funds Cash Portfolio Class A $ 31,535 $ 31,535
Oppenheimer Funds U.S. Government Trust Class C 56,876 55,290
Oppenheimer Funds Equity Income Fund Class C 196,973 212,411
Oppenheimer Funds Global Fund Class C 161,229 166,366
Oppenheimer Funds Growth Fund Class C 256,466 251,738
Oppenheimer Funds Discovery Fund Class C 46,236 45,192
* Developers Diversified
Realty Corporation Common Stock 310,459 328,630
----------- ------------
$1,059,774 $ 1,091,162
========== ============
* Participant Notes Receivable (The outstanding Notes'
Interest range from 9.25% to 10.5%.) $ - $ 38,087
========== ============
</TABLE>
* Designates Parties-In-Interest
-10-
<PAGE> 13
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
Schedule II
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Net
Purchase Selling Gain
Price Price or (loss)
--------- ------- ---------
<S> <C> <C> <C>
Oppenheimer Equity
Fund Class C
36 aggregate purchases $78,843
10 aggregate sales $11,347 $ 2,417
Oppenheimer Global
Fund Class C
32 aggregate purchases 49,052
10 aggregate sales 17,057 599
Oppenheimer Growth
Fund Class C
33 aggregate purchases 113,049
22 aggregate sales 31,785 1,221
*Developers Diversified Realty
Corporation Stock
29 aggregate purchases 112,822
8 aggregate sales 19,045 1,422
</TABLE>
* Designates Party-In-Interest
-11-
<PAGE> 14
DEVELOPERS DIVERSIFIED REALTY CORPORATION
PROFIT SHARING PLAN AND TRUST
EXHIBIT
- -------
23.0 Consent of Independent Accountants
-12-
<PAGE> 15
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 29, 1999 /s/ Scott A. Wolstein
---------------------- -----------------------
Scott A. Wolstein
Trustee
Date June 29, 1999 /s/ James A. Schoff
---------------------- ----------------------
James A. Schoff
Trustee
Date June 29, 1999 /s/ Joan U. Allgood
---------------------- ----------------------
Joan U. Allgood
Trustee
-13-
<PAGE> 1
Exhibit 23.0
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-84606) of Developers Diversified Realty
Corporation of our report dated June 7, 1999 relating to the financial
statements of the Developers Diversified Realty Corporation Profit Sharing Plan
and Trust, which appears in the Annual Report of the Developers Diversified
Realty Corporate Profit Sharing Plan and Trust on Form 11-K for the year
ended December 31, 1998.
PricewaterhouseCoopers LLP
Cleveland, Ohio
June 29, 1999
