JDN REALTY CORP
8-K, 1998-06-17
REAL ESTATE INVESTMENT TRUSTS
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                       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): June 17, 1998 (May 18, 1998)

                         ------------------------------

                             JDN REALTY CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


    MARYLAND                        1-12844                        58-1468053
(State or Other             (Commission File Number)            (I.R.S. Employer
Jurisdiction of                                                  Identification
 Incorporation)                                                      Number)

             359 EAST PACES FERRY ROAD
                     SUITE 400
                     ATLANTA, GEORGIA                            30305
      (Address of Principal Executive Offices)                 (Zip Code)

                                 (404) 262-3252
              (Registrant's Telephone Number, including Area Code)

                                 NOT APPLICABLE
                                  (Former Name)


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ITEM 5.  OTHER EVENTS AND INFORMATION.

On May 18, 1998, JDN Realty Corporation announced a 3-for-2 stock split and an
increase in its quarterly dividend. A copy of the related press release is
included as an exhibit to this filing.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                  (C)      EXHIBITS.


<TABLE>
<CAPTION>
     Exhibit No.                          Description
     -----------                          -----------
     <S>          <C>    
         99.1     Press Release: JDN Realty Corporation Announces 3-for-2 Stock
                  Split and Increases Quarterly Dividend
</TABLE>






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                                   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.


                                    JDN REALTY CORPORATION



                                    By:    /s/ William J. Kerley
                                           -----------------------------
                                           William J. Kerley
                                           Chief Financial Officer


Date:  May 20, 1998


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                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
    Exhibit No.                           Description
    -----------                           -----------
    <S>           <C>
         99.1     Press Release: JDN Realty Corporation Announces 3-for-2 Stock
                  Split and Increases Quarterly Dividend
</TABLE>




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                                                                   EXHIBIT 99.1





                                                      CONTACT: WILLIAM J. KERLEY
                                                         CHIEF FINANCIAL OFFICER
                                                                  (404) 262-3252


              JDN REALTY CORPORATION ANNOUNCES 3-FOR-2 STOCK SPLIT
                        AND INCREASES QUARTERLY DIVIDEND

ATLANTA, Georgia (May 18, 1997) - JDN Realty Corporation (NYSE: JDN) today
announced that its Board of Directors has approved a 3-for-2 stock split of its
common stock. In addition, the Company also announced that it will increase its
quarterly cash dividend by 8.0% to $0.54 per pre-split share, or $0.36 per
post-split share.

J. Donald Nichols, Chairman and Chief Executive Officer, commented, "We have
increased our dividend over the last three years at the rate of 4.0%, 4.4%, and
5.3%, respectively. The 8.0% dividend increase this year reflects our optimism
about our strong FFO growth rate. As we approach the minimum payout required of
a REIT, our dividend growth rate should further increase to track our FFO growth
rate." Nichols continued, "The Board of Directors approved a stock split and an
8.0% dividend increase due to the Company's exceptional performance as well as
the bright outlook for its core business. We continue to see outstanding
opportunities to execute our growth strategy and increase our FFO through
developments, redevelopments and selective acquisitions."

The additional shares and payment for fractional shares will be distributed on
June 30, 1998 to shareholders of record on June 19, 1998. Each shareholder of
record will receive one additional share of common stock for each two shares of
common stock owned as of the record date. The cash dividend was declared by the
Company's Board of Directors for the quarter ending June 30, 1998, and
represents an annualized pre-split cash dividend of $2.16, or a post-split cash
dividend of $1.44. The post-split cash dividend will have the same payment and
record dates as the 3-for-2 stock split.

JDN Realty Corporation is a real estate company specializing in the development
and asset management of retail shopping centers anchored by value-oriented
retailers. Headquartered in Atlanta, Georgia, the Company owns and operates 79
properties, containing approximately 9.8 million square feet of gross leasable
area, located in 13 states. The common stock of JDN Realty Corporation is listed
on the New York Stock Exchange under the symbol JDN.



                                     -MORE-


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JDN Realty Corporation considers portions of the information contained in this
release to be forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, both as amended, with respect to the Company's expectation for future
periods. Such statements are, by their nature, subject to certain risks and
uncertainties. We caution you that, as a result of a number of factors, actual
results could differ materially from those set forth in this presentation. Other
risks, uncertainties and factors that could cause actual results to differ
materially than those projected are detailed from time to time in reports filed
by the Company with the Securities and Exchange Commission, including Forms 8-K,
10-Q and 10-K.

    For additional information, visit JDN Realty Corporation's home page at:
                            http://www.irinfo.com/jdn

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