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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): APRIL 12, 2000
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JDN REALTY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 1-12844 58-1468053
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) 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.
JDN Realty Corporation (the "Company") is filing this Current
Report on Form 8-K in order to file with the Securities and Exchange Commission
a press release issued by the Company on April 12, 2000. 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
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<S> <C>
99.1 Press Release: JDN REALTY CORPORATION ANNOUNCES ADDITIONAL
DISCOVERIES BY SPECIAL COMMITTEE; 1999 ANNUAL REPORT TO BE
DELAYED; ADDITIONAL MANAGEMENT CHANGES ANNOUNCED; DISCUSSIONS
WITH BANK GROUPS CONTINUE
</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/ John D. Harris, Jr.
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John D. Harris, Jr.
Controller
Date: April 12, 2000
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Press Release: JDN REALTY CORPORATION ANNOUNCES ADDITIONAL
DISCOVERIES BY SPECIAL COMMITTEE; 1999 ANNUAL REPORT TO BE
DELAYED; ADDITIONAL MANAGEMENT CHANGES ANNOUNCED; DISCUSSIONS
WITH BANK GROUPS CONTINUE
</TABLE>
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EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: CHARLES N. TALBERT
DIRECTOR OF INVESTOR RELATIONS
(404) 262-3252
JDN REALTY CORPORATION ANNOUNCES ADDITIONAL DISCOVERIES BY SPECIAL
COMMITTEE; 1999 ANNUAL REPORT TO BE DELAYED; ADDITIONAL MANAGEMENT
CHANGES ANNOUNCED; DISCUSSIONS WITH BANK GROUPS CONTINUE
ATLANTA -- (April 12, 2000) -- JDN Realty Corporation (NYSE: JDN)
announced today that the Special Committee of the Board of Directors has
identified certain discrepancies in cost and other information underlying
certain leases and real estate sales with the Company's two largest tenants,
Wal-Mart and Lowe's. The Special Committee is investigating these discrepancies
to determine if they impact these leases and sales, potentially exposing the
Company to claims from these two tenants. The Company has initiated discussions
with these tenants regarding the discrepancies. The Company is presently unable
to further quantify the number of transactions, the magnitude of the
discrepancies, or the possible impact to the Company. While no claims have been
asserted against the Company with respect to these discrepancies, there can be
no assurance that claims will not be asserted or that the resolution of any such
claims would not have a material adverse effect on the Company's financial
condition, results of operations or business prospects.
The Company also announced that the Special Committee has substantially
completed the factual portion of its investigation into the undisclosed
compensation arrangements and related party transactions which were reported on
February 14, 2000. Based on its investigation to date, the Special Committee
believes there are no additional undisclosed compensation arrangements. Certain
additional related party transactions have been identified by the Special
Committee since the Company's February 14, 2000 announcement, but none is
presently believed to result in a material impact to the Company's financial
statements. The Company confirmed that the compensation arrangements identified
in the investigation and the related payroll tax effects will be accounted for
as expenses and will result in the restatement of the Company's financial
statements for each of the years ended December 31, 1994 through 1998, reducing
net income and funds from operations for those periods. The Company indicated
that its consolidated financial statements for all annual and quarterly periods
through September 30, 1999 and the related reports of independent auditors for
1998 and prior years, currently on file with the Securities and Exchange
Commission, should not be relied upon.
Although the Company originally expected to meet the extended deadline
of April 14, 2000 to file its Form 10-K with the Securities and Exchange
Commission, the Special Committee's investigation into the lease and sale
transactions has delayed preparation of the Company's financial statements.
Therefore, the public release of the Company's year-end earnings and delivery
and filing of the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 will be further delayed.
The Company announced that the Board of Directors has appointed Craig
Macnab, a member of the Board of Directors, to serve as Chief Executive Officer
of the Company. The interim Office of the Chief Executive Officer has been
discontinued. Elizabeth L. Nichols will continue to serve as President of the
Company. The Company also announced the resignation of William J. Kerley as
Chief Financial Officer, to be effective immediately. John D. Harris, Jr., the
Company's Controller, has been appointed interim Chief Financial Officer of the
Company.
As previously reported, the revolving bank group agreed to provide
funding to the Company under its existing revolving credit agreements through
April 14, 2000. The Company announced today that the Company and the revolving
bank group have orally agreed in principle to the terms on which funding will be
provided to the Company through May 31, 2000 at the current interest rate,
subject to the execution of an amendment document. The continued funding
agreement as extended and a similar agreement with the term bank group, if
consummated, are expected to modify the existing credit facility and may require
the
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Company to provide collateral to secure the Company's obligations. The Company
will continue to seek amendments to the existing credit agreements; however,
there can be no assurance that any such amendments will be agreed to by the bank
groups.
######
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 directly or indirectly 114 properties, containing approximately
12.8 million square feet of gross leasable area, located in 17 states. The
common stock and preferred stock of JDN Realty Corporation are listed on the New
York Stock Exchange under the symbols "JDN" and "JDNPrA," respectively.
JDN Realty Corporation considers the portions of the information
contained in this release and statements made in connection with this release
with respect to the Company's beliefs and expectations of the outcome of future
events, such as the accounting impact of the unreported compensation
arrangements and related party transactions noted in this release, the nature
and impact of any discrepancies with respect to the leases and real estate sales
noted in this release, and the ability of the Company to consummate an amendment
to its credit facility, 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. Such statements are, by their nature,
subject to certain risks and uncertainties. We caution you that a number of
factors, including but not limited to the impact of the events described in this
release on the market capitalization of the Company and on the Company's
business prospects and relationships with its creditors, tenants and employees,
the management changes described in this release, the ability to attract and
retain key employees, the impact of any restated financial statements, the
inability to maintain current dividend levels, or any litigation or regulatory
actions taken as a result of the events described in this release, may adversely
affect the Company's financial condition and results of operations. Other risks,
uncertainties and factors that could adversely affect the Company's financial
condition and results of operations 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. JDN Realty Corporation does not undertake any
obligation to release publicly any revisions to forward-looking statements
contained herein to reflect events or circumstances occurring after the date
hereof or to reflect the occurrence of unanticipated events.
