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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): JULY 25, 2000
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JDN REALTY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 1-12844 58-1468053
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(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
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(Address of Principal Executive Offices) (Zip Code)
(404) 262-3252
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(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 July 24, 2000. A copy of the related
press release is included as an exhibit to this filing.
On July 25, 2000, the Company held its quarterly earnings conference
call for the quarter ended March 31, 2000. The conference call is available for
replay until 6:00 p.m. EDT August 1, 2000. To listen to the playback, please
call either (719) 457-0820 or (888) 203-1112 and enter the confirmation number
977452.
As stated in the Company's press release and by management during the
conference call, Elizabeth L. Nichols has announced her resignation as a
Director of the Company effective August 20, 2000, and as President of the
Company effective September 1, 2000. It was noted by management during the call
that, although the terms of Ms. Nichols' separation from the Company have not
been finalized, the Company expects to record a charge of approximately $3.5
million during the third quarter of 2000 in connection with cash severance
payments, the acceleration of restricted stock awards and related expenses.
Management also noted that funds from operations for the year ended December
31, 2000 would be reduced as a result of these severance costs.
The preceding paragraph contains forward-looking statements that are,
by their nature, subject to known and unknown risks and uncertainties. Among
the factors that could cause actual results to differ materially from those
anticipated are the following: management changes described in this and
previous filings; any additional future management changes; a decrease in the
number of development assignments from Wal-Mart and Lowe's; the ability to
attract and retain key employees; the impact of restated financial statements
included in previous filings on credit availability and generally in the
financial and credit markets; any future default under any of JDN Realty
Corporation's or JDN Development Company, Inc.'s bank credit facilities and the
impact of special terms and conditions of such facilities, including the
reduced availability and increased interest costs thereunder; business
conditions and the general economy, especially as they affect interest rates
and value-oriented retailers; the federal, state and local regulatory
environment; the ability to refinance maturing debt obligations on acceptable
terms; availability of debt and equity capital with acceptable terms and
conditions including, without limitation, the availability of bank credit to
fund development activities; the ability to sell operating shopping center
properties and parcels of land on schedule and upon economically favorable
terms; the availability of partners for joint venture projects and the ability
to negotiate favorable joint venture terms; availability of new development
opportunities; changes in the financial condition or corporate strategy of or
business relations with JDN Realty Corporation's and JDN Development Company,
Inc.'s primary retail tenants, in particular those of Wal-Mart and Lowe's; the
outcome and costs of pending litigation noted in previous filings; the ability
to fund, complete and lease existing development and redevelopment projects on
schedule and within budget; tax legislation affecting the development business
of JDN Realty Corporation and JDN Development Company, Inc.; and the ability of
JDN Realty Corporation to maintain its qualification as a REIT. Other risks,
uncertainties and factors that could cause actual results to differ materially
from those projected are detailed from time to time in press releases and
reports filed by JDN Realty Corporation with the Securities and Exchange
Commission, including Forms 8-K, 10-Q and 10-K.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Description
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99.1 Press Release: JDN REALTY CORPORATION ANNOUNCES FIRST
QUARTER 2000 RESULTS AND EXECUTIVE
MANAGEMENT CHANGES
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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.
Interim Chief Financial Officer
Date: July 25, 2000
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release: JDN REALTY CORPORATION ANNOUNCES FIRST
QUARTER 2000 RESULTS AND EXECUTIVE
MANAGEMENT CHANGES
