-----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, GkgCUiD+BoQ6psjKzasf4tPer5yOOKMIhTgm4Wd4YyoSSswlbxv6URHC6o0OZfO3 r+MIm36LIWPb2Eocf2IejA== 0000950152-02-002099.txt : 20020415 0000950152-02-002099.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950152-02-002099 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020321 FILER: 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-11690 FILM NUMBER: 02581515 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 8-A12B 1 l93436ae8-a12b.txt DEVELOPERS DIVERSIFIED REALTY CORP. 8-A12B SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DEVELOPERS DIVERSIFIED REALTY CORPORATION ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 34-1723097 - ------------------------- ------------------------- (State of incorporation (IRS Employer or organization) Identification No. 3300 Enterprise Parkway Beachwood, Ohio 44122 - ------------------------- ------------------------- (Address of principal (Zip Code) executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which each class is to be to be so registered registered ------------------- ------------------------- Depositary Shares, each representing New York Stock Exchange 1/10 of a share of 8.60% Class F Cumulative Redeemable Preferred Shares, without par value Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of class) Item 1. Description of Registrant's Securities to be Registered ------------------------------------------------------- For a description of the Depositary Shares, each representing 1/10 of a share of 8.60% Class F Cumulative Redeemable Preferred Shares, without par value, of Developers Diversified Realty Corporation (the "Company"), see the information under the caption "Description of Depositary Shares" in the Registration Statement on Form S-3 (Registration No. 333-72519) of the Company, which description is hereby incorporated herein by reference. The Depositary Shares will be listed on the New York Stock Exchange for regular way trading. Item 2. Exhibits -------- Exhibit No. Description - ----------- ----------- 3.1 Amendment to the Company's Articles of Incorporation for the Preferred Shares (filed herewith) 3.2 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K (Filed with the SEC on March 8, 2002)) 3.3 Code of Regulations of the Company (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q (Filed with the SEC on August 16, 1999)) 4.1 Form of Preferred Share Certificate (filed herewith) 4.2 Form of Depositary Receipt (filed herewith) Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. DEVELOPERS DIVERSIFIED REALTY CORPORATION March 21, 2002 By: /s/ William H. Schafer ---------------------------------------- William H. Schafer Senior Vice President and Chief Financial Officer EX-3.1 3 l93436aex3-1.txt EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF DEVELOPERS DIVERSIFIED REALTY CORPORATION SCOTT A. WOLSTEIN, Chairman and Chief Executive Officer, and JOAN U. ALLGOOD, Secretary, of Developers Diversified Realty Corporation, an Ohio corporation (the "Corporation"), do hereby certify that the following resolution to amend the Amended and Restated Articles of Incorporation of the Corporation was adopted by a majority vote of the Board of Directors of the Corporation at a meeting held on February 28, 2002 and by a majority vote of a committee of such Board of Directors, previously established by the Board of Directors, at a meeting held on March 15, 2002, no greater vote being required by the Amended and Restated Articles of Incorporation of the Corporation, and pursuant to the authority of Section 1701.70(B)(1) and 1701.73(A) of the Ohio Revised Code: RESOLVED, that the Amended and Restated Articles of Incorporation of the Corporation be and they hereby are amended by adding at the end of Division A-VI of Article FOURTH thereof a new Section 6 reading as follows: SECTION 6. 8.60% CLASS F CUMULATIVE REDEEMABLE PREFERRED SHARES. Of the 750,000 authorized Class F Shares, 690,000 shares are designated as a series entitled "8.60% Class F Cumulative Redeemable Preferred Shares" (hereinafter called "8.60% Class F Preferred Shares"). The 8.60% Class F Preferred Shares shall have the express terms set forth in this Division as being applicable to all Class F Shares as a class and, in addition, the following express terms applicable to all 8.60% Class F Preferred Shares as a series of Class F Shares: (a) The annual dividend rate of the 8.60% Class F Preferred Shares shall be 8.60% of the liquidation preference of $250.00 per share. (b) Dividends on the 8.60 % Class F Preferred Shares shall be payable, if declared, quarterly on or about the fifteenth day of March, June, September, and December each year, the first quarterly dividend being payable, if declared, on June 15, 2002. The dividends payable for each full quarterly dividend period on each 8.60% Class F Preferred Shares shall be $0.5375. Dividends for the initial dividend period on the 8.60% Class F Preferred Shares, or for any period shorter or longer than a full dividend period on the 8.60 % Class F Preferred Shares, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The aggregate dividend payable quarterly to each holder of 8.60% Class F Preferred Shares shall be rounded to the nearest one one-hundredth of one cent with $.00005 being rounded upward. Each dividend shall be payable to the holders of record on such record date, no less than 10 nor more than 30 days preceding the payment date thereof, as shall be fixed from time to time by the Corporation's Board of Directors. (c) Dividends on 8.60% Class F Preferred Shares shall be cumulative as follows: (1) With respect to shares included in the initial issue of 8.60% Class F Preferred Shares and shares issued any time thereafter up to and including the record date for the payment of the first dividend on the initial issue of 8.60 % Class F Preferred Shares, dividends shall be cumulative from the date of the initial issue of 8.60% Class F Preferred Shares; and (2) With respect to shares issued any time after the aforesaid record date, dividends shall be cumulative from the dividend payment date next preceding the date of issue of such shares, except that if such shares are issued during the period commencing the day after the record date for the payment of a dividend on 8.60% Class F Preferred Shares and ending on the payment date of that dividend, dividends with respect to such shares shall be cumulative from that dividend payment date. (d) Except as required to preserve the Corporation's status as a real estate investment trust under the Internal Revenue Code of 1986, as amended, the 8.60 % Class F Preferred Shares may not be redeemed prior to March 27, 2007. At any time or from time to time on and after March 27, 2007 the Corporation, at its option upon not less than thirty (30) nor more than sixty (60) days' written notice, may redeem all or any part of the 8.60% Class F Preferred Shares at a redemption price of $250.00 per share plus, in each case, an amount equal to all dividends accrued and unpaid thereon to the redemption date, without interest. The redemption price (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely out of the sale proceeds of other capital shares of the Corporation, which may include any equity securities (including common shares and preferred shares), shares, interests, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities), or options to purchase any of the foregoing. (e) The amount payable per 8.60% Class F Preferred Share in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation shall be $250.00, plus an amount equal to all dividends accrued and unpaid thereon to the date of payment. (f) All dividend payments made on the 8.60% Class F Preferred Shares, at any time during which the Corporation is in default in the payment of dividends on such 8.60% Class F Preferred Shares for any dividend period, shall, for the purposes of Section 5(b)(1) of this Division A-VI, be deemed to be made in respect of the earliest dividend period with respect to which the Corporation is in default. IN WITNESS WHEREOF, we have executed this instrument in one or more counterparts as of the 21st day of March, 2002. /s/ Scott A. Wolstein ------------------------------ Scott A. Wolstein Chairman and Chief Executive Officer /s/ Joan U. Allgood ----------------------------- Joan U. Allgood Secretary EX-4.1 4 l93436aex4-1.txt EXHIBIT 4.1 Exhibit 4.1 PREFERRED SHARES PREFERRED SHARES NUMBER SHARES - ---------------- ---------------- PB - ---------------- ---------------- DEVELOPERS DIVERSIFIED REALTY CORPORATION THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 251591 86 3 CLEVELAND, OH SEE REVERSE SIDE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NONASSESSABLE 8.60% CLASS F CUMULATIVE REDEEMABLE PREFERRED SHARES, WITHOUT PAR VALUE, ($250.00 LIQUIDATION PERFERENCE PER SHARE) OF Developers Diversified Realty Corporation transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation and amendments thereto as filed in the office of the Secretary of State of Ohio, to which the holder by acceptance hereof, assents. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. In Witness Whereof, the Corporation has caused this certificate to be executed by the facsimile signatures of its duly authorized officers. COUNTERSIGNED AND REGISTERED: NATIONAL CITY BANK TRANSFER AGENT AND REGISTRAR BY: /s/ Joan U. Allgood /s/ Scott A. Wolstein AUTHORIZED SIGNATURE SECRETARY PRESIDENT CERTIFICATE OF STOCK DEVELOPERS DIVERSIFIED REALTY CORPORATION The Preferred Shares represented by this certificate are subject to restrictions on transfer for the purpose of the Corporation's maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended. Subject to certain provisions of the Corporation's Amended and Restated Articles of Incorporation, as amended, no Person may Beneficially Own or Constructively Own shares of any series of any class of Preferred Shares in excess of 9.8% of the outstanding Preferred Shares of such series. Any Person who attempts to Beneficially Own or Constructively Own shares of any series of any class of Preferred Shares in excess of the above limitations must immediately notify the Corporation. All capitalized terms in this legend have the meanings defined in the Corporation's Amended and Restated Articles of Incorporation, as amended, a copy of which, including the restrictions on transfer, will be sent without charge to each shareholder who so requests. If the restrictions on transfer are violated, certain of the Preferred Shares represented hereby may be subject to repurchase by the Corporation on the terms and conditions set forth in the Corporation's Amended and Restated Articles of Incorporation, as amended. The following abbreviations when used in the instructions on the face of this Certificate shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM --as tenants in common UNIF GIFT MIN ACT--__________Custodian__________ TEN ENT --as tenants by the entireties (Cust) (Minor) JT TEN --as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act_____________________ in common
Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received,______________________________________________ hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - --------------------------------------- - --------------------------------------- ________________________________________________________________________________ ________________________________________________________________________________ _______________________________________________________________ Preferred Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________________________ Attorney to transfer the said Preferred Shares on the books of the within named Corporation with full power of substitution in the premises. Dated:__________________________________ ________________________________________________________________________________ NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatever. EX-4.2 5 l93436aex4-2.txt EXHIBIT 4.2 Exhibit 4.2 NUMBER DR- [DEVELOPERS DIVERSIFIED REALTY CORPORATION LOGO] RECEIPT FOR DEPOSITARY SHARES, EACH REPRESENTING 1/10 [GRAPHIC] OF A SHARE OF CLASS F CUMULATIVE REDEEMABLE PREFERRED SHARES THIS CERTIFICATE IS TRANSFERABLE IN CLEVELAND, OH OR NEW YORK, NY INCORPORATED UNDER THE LAWS CUSIP 251591 87 1 OF THE STATE OF OHIO SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
DEVELOPERS DIVERSIFIED REALTY CORPORATION National City Bank, as Depositary (the "Depositary"), hereby certifies that is the registered owner of DEPOSITARY SHARES ("Depositary Shares"), each Depositary Share representing 1/10 of one share of 8.60% Class F Cumulative Redeemable Preferred Shares, without par value ("the Shares"), of Developers Diversified Realty Corporation, a corporation duly organized and existing under the laws of the State of Ohio ("the Corporation"), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of March 27, 2002 (the "Deposit Agreement"), among the Company, the Depositary and the holders from time to time of Receipts for Depositary Shares. By accepting this Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if a Registrar in respect of the Receipts (other than the Depositary) shall have been appointed, by the manual signature of a duly authorized officer of such Registrar. Dated: Countersigned: NATIONAL CITY BANK (CLEVELAND, OHIO) DEPOSITARY /s/ Scott A. Wolstein By By President /s/ Joan U. Allgood Authorized Signatory Secretary The Depositary Shares evidenced by this Depositary Receipt are subject to restrictions on ownership and transfer for the purpose of the Corporation's maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended. Subject the provisions of the Corporation's Amended and Restated Articles of Incorporation, as amended, no Person may Beneficially Own or Constructively Own Depositary Shares representing shares of any series of any class of Preferred Shares in excess of 9.8% of the outstanding Preferred Shares of such series. Any Person who attempts to Beneficially Own or Constructively Own Depositary Shares representing shares of any series of any class of Preferred Shares in excess of the above limitations must immediately notify the Corporation. All capitalized terms in this legend have the meanings defined in the Corporation's Amended and Restated Articles of Incorporation, as amended, a copy of which will be sent without charge to each shareholder who so requests. If the restrictions on ownership are violated, the Preferred Shares represented by the Depositary Shares evidenced by this Depositary Receipt will be subject to repurchase by the Corporation on the terms and conditions set forth in the Corporations's Amended and Restated Articles of Incorporation, as amended. DEVELOPERS DIVERSIFIED REALTY CORPORATION DEVELOPERS DIVERSIFIED REALTY CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH REGISTERED HOLDER OF RECEIPTS WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS AMENDED, WITH RESPECT TO THE 8.60% CLASS F CUMULATIVE REDEEMABLE PREFERRED SHARES OF DEVELOPERS DIVERSIFIED REALTY CORPORATION. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT. ------------- The following abbreviations when used in the instructions on the face of this receipt shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common UNIF GIFT MIN ACT Custodian TEN ENT - as tenants by the entireties ------ ------- JT TEN - as joint tenants with right (Cust) (Minor) of survivorship and not as under Uniform Gifts to Minors tenants in common Act ------------------ (State) Additional abbreviations may be used though not in the above list ASSIGNMENT For value received, __________________________hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - --------------------------------------- - --------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Depositary Shares - --------------------------------------------------------------- represented by the within Receipt, and do hereby irrevocably constitute and appoint Attorney - ---------------------------------------------------------------------- to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated ------------------ ---------------------------------------- NOTICE: the signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatever. -----END PRIVACY-ENHANCED MESSAGE-----