-----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, SSsTdwC46UjgtEO2CN5XhvdZrlE7H9xqL6OM6kTqI2GyycuOjVdGZiEzZRSj7X0s Wka9mra6YLlGX7vgYKeevA== 0000950152-98-006299.txt : 19980803 0000950152-98-006299.hdr.sgml : 19980803 ACCESSION NUMBER: 0000950152-98-006299 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980716 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980731 SROS: NONE 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-K SEC ACT: SEC FILE NUMBER: 001-11690 FILM NUMBER: 98675291 BUSINESS ADDRESS: STREET 1: 34555 CHAGRIN BLVD CITY: MORELAND HILLS STATE: OH ZIP: 44022 BUSINESS PHONE: 2162474700 MAIL ADDRESS: STREET 1: 34555 CHAGRIN BLVD CITY: MORELAND HILLS STATE: OH ZIP: 44022 8-K 1 DEVELOPERS DIVERSIFIED REALTY CORP. 8-K 1 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) July 16, 1998 ----------------- DEVELOPERS DIVERSIFIED REALTY CORPORATION ----------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-11690 34-1723097 ----------------------------------------------------------------------- (State or other Jurisdiction (Commission (IRS Employer or incorporation) File Number) Identification Number) 34555 Chagrin Boulevard, Moreland Hills, Ohio 44022 ----------------------------------------------------------------------- Registrant's telephone number, including area code (440) 247-4700 --------------- N/A ----------------------------------------------------------------------- (Former name of former address, if changed since last report) 2 Item 2. Acquisition or Disposition of Assets - -------------------------------------------- On July 16, 1998, the Company (i) acquired thirteen shopping centers, aggregating approximately 1.5 million square feet of gross leasable area, (ii) formed a joint venture, in which the Company owns a 50% interest, to pursue projects in the Sansone development pipeline and to create new development opportunities throughout the central Midwest, and (iii) acquired a 50% interest in the Sansone's operating/management company from the Sansone Company. The Company's net investment in this transaction is approximately $167 million. Upon completion of construction the Company will also acquire two remaining shopping centers aggregating approximately 40,000 square feet will be acquired at a projected cost of approximately $5 million which will increase the Company's total investment to approximately $172 million. Information regarding the aforementioned properties is attached as SCHEDULE A. The acquisition of these Properties, and investment in the two joint ventures were pursuant to agreements for the sale and purchase of each property or interests therein between each selling entity and the Company. The factors considered by the Company in determining the price to be paid for the properties and related operating companies included their historical and/or expected cash flow, nature of the tenants and terms of leases in place, occupancy rates, opportunities for alternative and/or new tenancies, current operating costs and taxes on the properties and anticipated changes therein under Company ownership, the outlots and expansion areas available, projects included in the Sansone development pipeline the physical condition and locations of the properties, the anticipated effect on the Company's financial results (including particularly Funds From Operations) and the ability to sustain and potentially increase its distributions to Company shareholders, and other factors. The Company took into consideration capitalization rates at which it believes other shopping centers have recently sold, but determined the price it was willing to pay primarily on the factors discussed above related to the properties themselves and their fit with the Company's operations. Separate independent appraisals were not obtained in connection with the acquisition of the properties or joint venture interests by the Company. The Company, after investigation of the properties, is not aware of any material factors, other than those enumerated above, that would cause the financial information reported, where available, to not be necessarily indicative of future operating results. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - --------------------------------------------------------------------------- Substantially the same information required by paragraph (a) of Item 7 - the financial statements of acquired properties; paragraph (b) of Item 7 - The Pro Forma Financial information and paragraph (c) of Item 7 - the Exhibits, have been previously reported by the Company in its Form 8-K dated April 28, 1998. In accordance with General Instruction B3 to Form 8-K, such information is not reported in this Form 8-K. 3 SCHEDULE A DEVELOPERS DIVERSIFIED REALTY CORPORATION Sansone Properties Portfolio
Company Owned Date of Properties Percent Year Shopping Center Acquisition Square Feet Occupied Completed Principal Tenants - ------------------------------------------------------------------------------------------------------------------------------- Plaza at Sunset Hill Marshall's, Home Depot, Homeplace and St. Louis, MO 07/16/98 328,850 95% 1997 Petsmart Shoppes at Sunset Hill St. Louis, MO 07/16/98 97,678 94% 1998 Comp USA, Toys R Us, and Cost Plus Promenade at Brentwood Target, Sports Authority, and St. Louis, MO 07/16/98 299,205 100% 1998 Petsmart Northland Square Cedar Rapids, IA 07/16/98 187,068 100% 1994 TJ Maxx, Office Max, Barnes &Noble, and Kohl's Olympic Oaks Village St. Louis, MO 07/16/98 92,399 95% 1985 TJ Maxx Gravois Village St. Louis, MO 07/16/98 110,992 97% 1983 KMart Morris Corners Springfield, MO 07/16/98 56,033 100% 1989 Toys R Us Keller Plaza St. Louis, MO 07/16/98 52,842 100% 1988 Wehrenberg Theatres, and County Government Southtowne St. Louis, MO 07/16/98 144,808 100% 1995 Home Quarters Warehouse Home Quarters St. Louis, MO 07/16/98 100,911 100% 1992 Home Quarters American Plaza Home Depot, Sears Roebuck & Co, Sweet St. Louis, MO 07/16/98 17,500 100% 1998 Traditions, and American Walgreen Brentwood, MO 07/16/98 17,504 100% 1988 Walgreen Walgreen Plaza St. Louis, MO 07/16/98 15,437 100% 1988 Walgreen Walgreen Probable St. Louis, MO Acquisition 25,855 54% 1998 Walgreen Walgreen Probable Springfield, MO Acquisition 13,905 100% 1998 Walgreen
4 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. DEVELOPERS DIVERSIFIED REALTY CORPORATION Date July 31, 1998 /s/ William H. Schafer ------------------------ -------------------------------------------- William H. Schafer Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----