-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IFBJEiVqZjyKF35JO9S4q/bKER9oWJ7i33YyweiKDQrf3kckBtW0j8gJqMFWvicI ElNuqaMWqGW5BaKFP1jyDw== 0000950123-10-013350.txt : 20100216 0000950123-10-013350.hdr.sgml : 20100215 20100216165709 ACCESSION NUMBER: 0000950123-10-013350 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: DR. MICHAEL OTTO GROUP MEMBERS: JANINA VATER GROUP MEMBERS: KATHARINA OTTO-BERNSTEIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Otto Alexander CENTRAL INDEX KEY: 0001462468 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O KG CURA VERMOGENSVERWALTUNG G.M.B.H. STREET 2: WANDSBEKER STR. 3-7 CITY: HAMBURG STATE: 2M ZIP: 22179 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEVELOPERS DIVERSIFIED REALTY CORP CENTRAL INDEX KEY: 0000894315 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341723097 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43125 FILM NUMBER: 10609123 BUSINESS ADDRESS: STREET 1: 3300 ENTERPRISE PARKWAY CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2167555500 MAIL ADDRESS: STREET 1: 3300 ENTERPRISE PARKWAY CITY: BEACHWOOD STATE: OH ZIP: 44122 SC 13D/A 1 c96349sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

DEVELOPERS DIVERSIFIED REALTY CORPORATION
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
251591103
(CUSIP Number)
Dennis O. Garris
Alston & Bird LLP
950 F Street, N.W.
Washington, DC 20004-1404
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 12, 2010
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 


 

                     
CUSIP No.
 
251591103 
 

 

           
1   NAMES OF REPORTING PERSONS

Alexander Otto
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  WC, PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Germany
       
  7   SOLE VOTING POWER
     
NUMBER OF   39,674,485*
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   39,674,485*
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  39,674,485*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.6%**
     
14   TYPE OF REPORTING PERSON
   
  IN
* = Includes Common Shares beneficially owned and the right to acquire Common Shares under a Stock Purchase Agreement with Warrants. See Items 4 and 5 of Amendment No. 1.
** = Based on 254,047,625 shares outstanding, the sum of (i) 244,047,625 Common Shares reported to be outstanding by the Issuer immediately following its offering of Common Shares in its Prospectus Supplement filed pursuant to Rule 424(b)(5) on February 10, 2010 and (ii) 10,000,000 Common Shares issuable upon the exercise of the Warrants.

Page 2 of 9 Pages


 

                     
CUSIP No.
 
251591103 
 

 

           
1   NAMES OF REPORTING PERSONS

Katharina Otto-Bernstein
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  WC, PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Germany
       
  7   SOLE VOTING POWER
     
NUMBER OF   15,755,505*
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   15,755,505*
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  15,755,505*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  6.2%**
     
14   TYPE OF REPORTING PERSON
   
  IN
* = Includes Common Shares beneficially owned and the right to acquire Common Shares under a Stock Purchase Agreement with Warrants. See Items 4 and 5 of Amendment No. 1.
** = Based on 254,047,625 shares outstanding, the sum of (i) 244,047,625 Common Shares reported to be outstanding by the Issuer immediately following its offering of Common Shares in its Prospectus Supplement filed pursuant to Rule 424(b)(5) on February 10, 2010 and (ii) 10,000,000 Common Shares issuable upon the exercise of the Warrants.

Page 3 of 9 Pages


 

                     
CUSIP No.
 
251591103 
 

 

           
1   NAMES OF REPORTING PERSONS

Dr. Michael Otto
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  WC, PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  þ
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Germany
       
  7   SOLE VOTING POWER
     
NUMBER OF   2,625,916*
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,625,916**
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   2,625,916*
       
WITH 10   SHARED DISPOSITIVE POWER
     
    2,625,916**
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,251,832*,**
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  2.1%***
     
14   TYPE OF REPORTING PERSON
   
  IN
* = Includes Common Shares beneficially owned and the right to acquire Common Shares under a Stock Purchase Agreement with Warrants. See Items 4 and 5 of Amendment No. 1.
** = Includes Common Shares over which Dr. Michael Otto has power of attorney granted by Janina Vater.
*** = Based on 254,047,625 shares outstanding, the sum of (i) 244,047,625 Common Shares reported to be outstanding by the Issuer immediately following its offering of Common Shares in its Prospectus Supplement filed pursuant to Rule 424(b)(5) on February 10, 2010 and (ii) 10,000,000 Common Shares issuable upon the exercise of the Warrants.

Page 4 of 9 Pages


 

                     
CUSIP No.
 
251591103 
 

 

           
1   NAMES OF REPORTING PERSONS

Janina Vater
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  WC, PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Germany
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,625,916*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    2,625,916*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,625,916*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  1.0%**
     
14   TYPE OF REPORTING PERSON
   
  IN
* = Includes Common Shares beneficially owned and the right to acquire Common Shares under a Stock Purchase Agreement with Warrants. See Items 4 and 5 of Amendment No. 1.
** = Based on 254,047,625 shares outstanding, the sum of (i) 244,047,625 Common Shares reported to be outstanding by the Issuer immediately following its offering of Common Shares in its Prospectus Supplement filed pursuant to Rule 424(b)(5) on February 10, 2010 and (ii) 10,000,000 Common Shares issuable upon the exercise of the Warrants.

Page 5 of 9 Pages


 

                     
CUSIP No.
 
251591103 
 
This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13D initially filed on May 15, 2009 (the “Original Filing”), as amended by Amendment No. 1 (“Amendment No. 1”) filed on August 20, 2009, Amendment No. 2 (“Amendment No. 2”) filed on September 14, 2009, and Amendment No. 3 filed on September 18, 2009. Information reported in the Original Filing, as amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 4. Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in the Original Filing, as amended.
The Schedule 13D is amended to make the following changes to Items 3, 4, 5 and 7:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 10,416,667 Common Shares purchased by the Reporting Persons was $85,000,003, at a price of $8.16 per Common Share. The source of funding for the purchase of the Common Shares was the general working capital and personal funds of the Reporting Persons.
Item 4. Purpose of Transaction.
The Reporting Persons purchased 10,416,667 Common Shares in the Issuer’s recent public offering of 37,295,000 Common Shares, which closed on February 12, 2010. The Reporting Persons paid an aggregate purchase price of $85,000,003 for the 10,416,667 Common Shares, at a price of $8.16 per Common Share.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 60,681,822 Common Shares, representing 23.9% of the Issuer’s outstanding Common Shares (based upon 254,047,625 shares outstanding, the sum of (i) 244,047,625 Common Shares reported to be outstanding by the Issuer immediately following its offering of Common Shares in its Prospectus Supplement filed pursuant to Rule 424(b)(5) on February 10, 2010 and (ii) 10,000,000 Common Shares issuable upon the exercise of the Warrants).
The group made up of the Reporting Persons, Scott Wolstein and Iris Wolstein, pursuant to the Voting Agreement, may be deemed to beneficially own in the aggregate 67,256,365 Common Shares, which represents 26.4% of the Common Shares, taking into effect Common Shares issuable upon the exercise of the Warrants and outstanding options.

 

Page 6 of 9 Pages


 

                     
CUSIP No.
 
251591103 
 
(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or direct the disposition of, the Common Shares referenced in paragraph 5(a), Mr. Otto has sole voting power and sole dispositive power with regard to 39,674,485 Common Shares. Katharina Otto-Bernstein has sole voting power and sole dispositive power with regard to 15,755,505 Common Shares. Dr. Michael Otto has sole voting power and sole dispositive power with regard to 2,625,916 Common Shares owned by him, and shared voting power and shared dispositive power with regard to 2,625,916 Common Shares owned by his daughter Janina Vater pursuant to a power of attorney. Janina Vater has shared voting power and shared dispositive power with regard to 2,625,916 Common Shares.
(c) The Reporting Persons have not effected any transactions in the Common Shares in the past 60 days, other than the transaction disclosed in Item 4.
Item 7. Material to Be Filed as Exhibits.
     
Exhibit 1  
Joint Filing Agreement, dated May 15, 2009, among Mr. Otto, Katharina Otto-Bernstein, Dr. Michael Otto and Janina Vater

 

Page 7 of 9 Pages


 

                     
CUSIP No.
 
251591103 
 
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2010
             
    /s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney    
         
 
  By:   Dr. Thomas Finne    
 
  For:   Alexander Otto    
 
           
    /s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney    
         
 
  By:   Dr. Thomas Finne    
 
  For:   Katharina Otto-Bernstein    
 
           
    /s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney    
         
 
  By:   Dr. Thomas Finne    
 
  For:   Dr. Michael Otto    
 
           
    /s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney    
         
 
  By:   Dr. Thomas Finne    
 
  For:   Janina Vater    

 

Page 8 of 9 Pages


 

                     
CUSIP No.
 
251591103 
 
EXHIBIT INDEX
         
Exhibit No.   Exhibit Description
       
 
  1    
Joint Filing Agreement, dated May 15, 2009, among Mr. Otto, Katharina Otto-Bernstein, Dr. Michael Otto and Janina Vater

 

Page 9 of 9 Pages

EX-99.1 2 c96349exv99w1.htm EXHIBIT 1 Exhibit 1
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and any amendments to it with respect to the Common Shares, par value $0.10 per share, of Developers Diversified Realty Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings.
Dated: May 15, 2009
             
    /s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney    
         
 
  By:   Dr. Thomas Finne    
 
  For:   Alexander Otto    
 
           
    /s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney    
         
 
  By:   Dr. Thomas Finne    
 
  For:   Katharina Otto-Bernstein    
 
           
    /s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney    
         
 
  By:   Dr. Thomas Finne    
 
  For:   Dr. Michael Otto    
 
           
    /s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney    
         
 
  By:   Dr. Thomas Finne    
 
  For:   Janina Vater    

 

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