<PAGE> 1
As filed with the Securities and Exchange Commission on August 3, 1998.
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------
JDN REALTY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Maryland 58-1468053
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
359 East Paces Ferry Road, Suite 400
Atlanta, Georgia 30305
(Address of Principal Executive Offices)
(Zip Code)
------------------------------------------
JDN REALTY CORPORATION 1993 INCENTIVE STOCK PLAN,
JDN REALTY CORPORATION 1993 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN, AND
JDN REALTY CORPORATION 1995 EMPLOYEE STOCK PURCHASE PLAN
(Full Titles of the Plans)
J. Donald Nichols Copy to:
JDN Realty Corporation E. Marlee Mitchell
359 East Paces Ferry Road, Suite 400 Waller Lansden Dortch & Davis, PLLC
Atlanta, Georgia 30305 511 Union Street, Suite 2100
(Name and Address of Agent for Service) Nashville, Tennessee 37219-1760
-----------------------------------------
(404) 262-3252
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Title of
Securities to Proposed Maximum Proposed Maximum
be Registered Amount to be Offering Price per Aggregate Offering Amount of
Registered Share Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 2,842,832 shares (1) $16.9521 $48,191,972.35 $ 14,217
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 76,500 shares (2) $16.9874 $ 1,299,536.10 $ 384
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 3,008 shares (3) $14.7922 $ 44,494.94 $ 14
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 1,301,359 shares (4) $22.1250(5) $28,792,567.88 $ 8,494
- -------------------------------------------------------------------------------------------------------------------------------
Total: 4,223,699 shares -- -- $ 10,583(6)
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents (a) 802,220 shares reserved for issuance at $14.67 per
share, (b) 65,550 shares reserved for issuance at $15.50 per share, (c)
450,000 shares reserved for issuance at $13.50 per share, (d) 3,750
shares reserved for issuance at $19.25 per share, (e) 1,410,000 shares
reserved for issuance at $20.75 per share and (f) 111,312 shares issued
pursuant to options or restricted stock under the 1993 Incentive Stock
Plan.
(2) Represents (a) 13,500 shares reserved for issuance at $14.67 per share,
(b) 13,500 shares reserved for issuance at $13.33 per share, (c) 13,500
shares reserved for issuance at $14.92 per share, (d) 18,000 shares
reserved for issuance at $18.42 per share and (e) 18,000 shares
reserved for issuance at $21.58 per share, pursuant to options
previously granted under the 1993 Non-Employee Director Stock Option
Plan.
(3) Represents shares issued under the 1995 Employee Stock Purchase Plan.
(4) Represents (a) 780,866 shares reserved for issuance under the 1993
Incentive Stock Plan in addition to those described in footnote (1)
above, (b) 373,500 shares reserved for issuance under the 1993
Non-Employee Director Stock Option Plan in addition to those described
in footnote (2) above, and (c) 146,993 shares reserved for issuance
under the 1995 Employee Stock Purchase Plan in addition to those
described in footnote (3) above.
(5) Estimated pursuant to Rule 457(h)(1), solely for the purpose of
calculating the registration fee, on the basis of the average of the
high and low prices of the common stock, $.01 par value per share (the
"Common Stock") of JDN Realty Corporation as reported on the New York
Stock Exchange on July 28, 1998.
(6) 2,581,220 shares of the Common Stock have been registered on a
previously filed registration statement on Form S-8 (No. 333-1848). An
additional 1,642,479 shares of the Common Stock are being registered
herewith and, in accordance with General Instruction E of Form S-8, the
fee is being paid only with respect to the additional 1,642,479 shares
of the Common Stock, 1,301,359 of which are reserved for issuance for
future option grants and 341,120 of which are reserved for issuance at
$20.75 per share as described in 1(e) above. Consequently, the
registration fee represents $8,494 for the 1,301,359 shares reserved
for issuance for future grants and $2,089 for the 341,120 shares
reserved for issuance pursuant to options granted at $20.75 per share.
<PAGE> 2
PROSPECTUS
AUGUST 3, 1998
JDN REALTY CORPORATION
4,223,699 SHARES
COMMON STOCK
($.01 PAR VALUE)
This Prospectus has been prepared for use by certain affiliates and
employees ("Selling Shareholders") of JDN Realty Corporation (the "Company") in
connection with the resale of up to an aggregate of 4,223,699 shares of common
stock, par value $.01 per share (the "Common Stock"), which may be issued to
such Selling Shareholders (i) pursuant to the Company's 1993 Incentive Stock
Plan (the "Incentive Plan") or upon the exercise, subsequent to the date of this
reoffer prospectus, of stock options granted pursuant to the Incentive Plan;
(ii) pursuant to the Company's 1993 Non-Employee Director Stock Option Plan (the
"Directors' Plan") or upon the exercise, subsequent to the date of this reoffer
prospectus, of stock options granted pursuant to the Directors' Plan; and (iii)
pursuant to the Company's 1995 Employee Stock Purchase Plan (the "Purchase
Plan") or upon the exercise, subsequent to the date of this reoffer prospectus,
of stock options granted pursuant to the Incentive Plan, the Directors' Plan and
Purchase Plan (collectively referred to herein as the "Plans"). See "Selling
Shareholders."
This Prospectus may only be used in conjunction with a supplement which
contains the names of the Selling Shareholders and the amount of shares of
Common Stock to be reoffered by them except with respect to sales by
nonaffiliates of no more than the lesser of 1,000 restricted shares or one
percent of the shares issuable under the applicable Plan.
None of the proceeds from the sale of the shares by the Selling
Shareholders will be received by the Company. The Company will bear all expenses
(other than underwriting discounts and selling commissions, and fees and
expenses of counsel and other advisors to the Selling Shareholders) in
connection with the registration of the shares being offered by the Selling
Shareholders.
SEE "RISK FACTORS" IN THE COMPANY'S CURRENT REPORT ON FORM 8-K, DATED
JANUARY 26, 1998, INCORPORATED HEREIN BY REFERENCE, FOR CERTAIN FACTORS RELEVANT
TO AN INVESTMENT IN THE COMMON STOCK.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: Midwest Regional Office, Citicorp Center, 500 West
Madison, Street, Suite 1400, Chicago, Illinois 60661-2511; Northeast Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material may be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of the Commission's Web site is http://www.sec.gov. The Common Stock is listed
on the NYSE and such reports, proxy statements and other information concerning
the Company can be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") with respect to the Common Stock. This
Prospectus and any accompanying supplement do not contain all of the information
included in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is
hereby made to the Registration Statement, including the exhibits and schedules
thereto. Statements contained in this Prospectus and any accompanying supplement
concerning the provisions or contents of any contract, agreement or any other
document referred to herein are not necessarily complete. With respect to each
such contract, agreement or document filed as an exhibit to the Registration
Statement, reference is made to such exhibit for a more complete description of
the matters involved, and each such statement shall be deemed qualified in its
entirety by such reference to the copy of the applicable document filed with the
Commission. The Registration Statement, including the exhibits and schedules
thereto, may be inspected without charge at the Commission's principal office at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and copies of
its or any part thereof may be obtained from such office, upon payment of the
fees prescribed by the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Company (File
Number 1-12844) pursuant to the Exchange Act are incorporated by reference into
this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998;
(3) The Company's Current Reports on Form 8-K dated January 26,
1998, January 26, 1998, February 4, 1998, February 10, 1998,
February 13, 1998, February 20, 1998, March 2, 1998, March 30,
1998, April 1, 1998 and June 17, 1998.
(4) The Company's Proxy Statement relating to the Annual Meeting
of Shareholders held on May 14, 1998; and
2
<PAGE> 4
(5) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-11 (33-73710), as
amended, as incorporated by reference into the Company's
Registration Statement on Form 8-A (1-12844).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus shall
be deemed to be incorporated by reference into this Prospectus. Any statement
contained herein, or in a document incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
A registration statement (the "Registration Statement") on Form S-8
(File No. 333-1848) was filed with the Securities and Exchange Commission on
March 1, 1996 covering the registration of 2,581,220 shares of the Company's
common stock, $.01 par value per share ("Common Stock") authorized for issuance
under the Company's 1993 Incentive Stock Plan (the "Plan"). Pursuant to Rule 429
and General Instruction E of Form S-8, this registration statement is being
filed to register an additional 1,642,479 shares of Common Stock authorized
under the Plan. The contents of the Registration Statement are incorporated
herein by this reference.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. A COPY OF THESE DOCUMENTS IS AVAILABLE,
WITHOUT CHARGE, UPON REQUEST FROM CHARLES N. TALBERT, DIRECTOR OF INVESTOR
RELATIONS, JDN REALTY CORPORATION, 359 EAST PACES FERRY ROAD, SUITE 400,
ATLANTA, GEORGIA 30305, (404) 262-3252.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION............................................................................................2
DOCUMENTS INCORPORATED BY REFERENCE..............................................................................2
THE COMPANY......................................................................................................4
USE OF PROCEEDS..................................................................................................4
SELLING SHAREHOLDERS.............................................................................................4
LEGAL MATTERS....................................................................................................5
EXPERTS..........................................................................................................5
</TABLE>
3
<PAGE> 5
THE COMPANY
The Company is a real estate investment trust incorporated under the
laws of the State of Maryland. The principal executive offices of the Company
are located at 359 East Paces Ferry Road, Suite 400, Atlanta, Georgia 30305, and
its telephone number is (404) 262-3252.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares of
the Company's Common Stock by the Selling Shareholders.
SELLING SHAREHOLDERS
The issuance of shares of Common Stock (i) pursuant to the Incentive
Plan or upon the exercise, subsequent to the date of this reoffer prospectus, of
stock options granted pursuant to the Incentive Plan; (ii) pursuant to the
Directors' Plan or upon the exercise, subsequent to the date of this reoffer
prospectus, of stock options granted pursuant to the Directors' Plan; or (iii)
upon the exercise, subsequent to the date of this reoffer prospectus, of stock
options granted pursuant to the Purchase Plan has been registered under the
Securities Act of 1933 (the "Securities Act") by a Registration Statement on
Form S-8. This Prospectus is to be used in connection with any resales by
persons who may be considered "affiliates" of the Company within the meaning of
the Securities Act of the Company's Common Stock acquired pursuant to the Plans
after the date of the Registration Statement and other persons who, although not
affiliates, may hold restricted securities previously issued through an employee
benefit plan.
At the date of this Prospectus, the Company does not know the names of
persons who intend to resell shares of Common Stock of the Company acquired
pursuant to the Plans. The Selling Shareholders will be either (a) employees or
executive officers of the Company or its subsidiaries who have been or may be
granted options to purchase the Company's Common Stock or restricted shares of
Common Stock under the Incentive Plan, (b) non-employee directors of the Company
who have been or may be granted options to purchase shares of the Company's
Common Stock under the Directors' Plan or (c) certain employees of the Company
or its subsidiaries who may be granted options to purchase shares of the
Company's Common Stock under the Purchase Plan. The Company will supplement this
Prospectus with the names of the Selling Shareholders and the amount of shares
of Common Stock to be reoffered by them as that information becomes known,
unless such Selling Shareholders are not "affiliates" of the Company within the
meaning of the Securities Act and are selling no more than the lesser of 1,000
shares or one percent of the shares issuable under the applicable Plan.
The shares may be offered by the Selling Shareholders from time to time
in transactions through The New York Stock Exchange, in negotiated transactions,
through the writing of options on the shares, or a combination of such methods
of sale, at prices related to prevailing market prices or at negotiated prices.
The Selling Shareholders may effect such transactions by selling the shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the shares for which such broker-dealers may act as
agent or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).
LEGAL MATTERS
The validity of the shares of the Company's Common Stock offered hereby
will be passed upon for the Company by Waller Lansden Dortch & Davis, A
Professional Limited Liability Company, Nashville, Tennessee.
4
<PAGE> 6
EXPERTS
The consolidated financial statements and schedules of the Company,
incorporated by reference in the Company's Annual Report (Form 10-K) for the
year ended December 31, 1997 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated or included therein
and incorporated herein by reference. Such consolidated financial statements
are, and audited financial statements to be included in subsequently filed
documents will be, incorporated herein by reference in reliance upon the reports
of Ernst & Young LLP pertaining to such financial statements (to the extent
covered by consents filed with the Securities and Exchange Commission) given
upon the authority of such firm as experts in accounting and auditing.
-------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
5
<PAGE> 7
EXHIBITS
The following exhibits are required to be included in this registration
statement under Part II, Item 8:
4.1 Articles of Restatement of the Registrant, filed as an exhibit to the
Registrant's Current Report on Form 8-K, dated November 7, 1996, and
incorporated herein by this reference.
4.2 Amended and Restated Bylaws of the Registrant, filed as an exhibit to
the Registrant's Annual Report on Form 10-K for the year ended December
31, 1997, and incorporated herein by this reference.
5 Opinion of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company.
23.1 Consent of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company (included in the opinion filed as Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (included on signature page).
99.1 JDN Realty Corporation 1993 Incentive Stock Option Plan, as amended and
restated, filed as Exhibit 10.1 to the Registrant's Annual Report on
Form 10-K for year ended December 31, 1997, and incorporated herein by
this reference.
99.2 JDN Realty Corporation 1993 Non-Employee Director Stock Option Plan,
filed as Exhibit 10.2 to the Registrant's Registration Statement on
Form S-11 (33-73710), and incorporated herein by reference.
99.3 JDN Realty Corporation 1995 Employee Stock Purchase Plan, filed as
Exhibit 99(c) to the Registrant's Registration Statement on Form S-8
(333-1848), and incorporated herein by reference.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on July 20, 1998.
JDN REALTY CORPORATION
BY: /s/ J. Donald Nichols
-----------------------------------
J. Donald Nichols, Chairman and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Donald Nichols and William J. Kerley,
and both or either of them, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents, including registration statements, in
connection therewith with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or each of their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ J. Donald Nichols Chairman of the Board & Chief Executive July 20, 1998
- -------------------------------------- Officer (Principal Executive Officer)
J. Donald Nichols
/s/ Elizabeth L. Nichols President & Director July 20, 1998
- -------------------------------------
Elizabeth L. Nichols
/s/ William J. Kerley Senior Vice President, Secretary, Treasurer July 20, 1998
- ------------------------------------- & Chief Financial Officer (Principal
William J. Kerley Financial Officer)
/s/ John D. Harris, Jr. Vice President, Controller & Assistant July 20, 1998
- ------------------------------------- Secretary (Principal Accounting Officer)
John D. Harris, Jr.
/s/ Haywood D. Cochrane, Jr. Director July 20, 1998
- -------------------------------------
Haywood D. Cochrane, Jr.
/s/ William B. Greene Director July 20, 1998
- -------------------------------------
William B. Greene
/s/ Craig Macnab Director July 20, 1998
- -------------------------------------
Craig Macnab
/s/ Robert P. Corker, Jr. Director July 20, 1998
- -------------------------------------
Robert P. Corker, Jr.
Director _______, 1998
- -------------------------------------
William G. Byrnes
</TABLE>
<PAGE> 9
EXHIBIT INDEX
EXHIBIT
- -------
The following exhibits are required to be included in this registration
statement under Part II, Item 8:
4.1 Articles of Restatement of the Registrant, filed as an exhibit to the
Registrant's Current Report on Form 8-K, dated November 7, 1996, and
incorporated herein by this reference.
4.2 Amended and Restated Bylaws of the Registrant, filed as an exhibit to
the Registrant's Annual Report on Form 10-K for the year ended December
31, 1997, and incorporated herein by this reference.
5 Opinion of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company.
23.1 Consent of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company (included in the opinion filed as Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (included on signature page).
99.1 JDN Realty Corporation 1993 Incentive Stock Option Plan, as amended and
restated, filed as Exhibit 10.1 to the Registrant's Annual Report on
Form 10-K for year ended December 31, 1997, and incorporated herein by
this reference.
99.2 JDN Realty Corporation 1993 Non-Employee Director Stock Option Plan,
filed as Exhibit 10.2 to the Registrant's Registration Statement on
Form S-11 (33-73710), and incorporated herein by reference.
99.3 JDN Realty Corporation 1995 Employee Stock Purchase Plan, filed as
Exhibit 99(c) to the Registrant's Registration Statement on Form S-8
(333-1848), and incorporated herein by reference.
<PAGE> 1
Exhibit 5
WALLER LANSDEN DORTCH & DAVIS
A PROFESSIONAL LIMITED LIABILITY COMPANY
NASHVILLE CITY CENTER
511 UNION STREET, SUITE 2100
POST OFFICE BOX 198966
NASHVILLE, TENNESSEE 37219-8966
(615) 244-6380
FACSIMILES 809 SOUTH MAIN STREET
(615) 244-6804 P. O. BOX 1035
(615) 244-5686 COLUMBIA, TN 38402-1035
(615) 388-6031
July 8, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: JDN Realty Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel to JDN Realty Corporation, a Maryland
corporation (the "Company"), in connection with registration under the
Securities Act of 1933, as amended, of 4,223,699 shares of the Company's Common
Stock, par value $.01 per share (the "Common Stock"), pursuant to a Registration
Statement on Form S-8 (the "Registration Statement"). Such shares are issuable
by the Company pursuant to options granted or restricted stock awarded under the
Company's 1993 Incentive Stock Plan, options granted under the Company's 1993
Non-Employee Director Stock Option Plan, and options granted under the Company's
1995 Employee Stock Purchase Plan (collectively, the "Plans").
As such counsel and in connection with the foregoing, we have examined
and relied upon such records, documents and other instruments as in our judgment
are necessary or appropriate in order to express the opinion hereinafter set
forth, and have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and the conformity to original
documents of all documents submitted to us as certified or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock has been duly authorized by all necessary corporate action and,
when issued and delivered upon payment therefor in the manner and on the terms
described in the Plans, will be validly issued, fully paid and non-assessable.
We hereby consent to the reference to our firm in the prospectus
included in the Registration Statement under the caption "Legal Matters" and to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ WALLER LANSDEN DORTCH & DAVIS,
A Professional Limited Liability Company
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 and related Prospectus of JDN Realty
Corporation for the registration of an aggregate of 4,223,699 shares of common
stock to be offered pursuant to the JDN Realty Corporation 1993 Incentive Stock
Plan, the JDN Realty Corporation 1993 Non-Employee Director Stock Option Plan
and the JDN Realty Corporation 1995 Employee Stock Purchase Plan, and to the
incorporation by reference therein of our reports dated February 27, 1998, with
respect to the consolidated financial statements and schedules of JDN Realty
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1997 and the related financial statement schedules
included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young, LLP
Atlanta, Georgia
August 3, 1998
