SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 4, 2002
Developers Diversified Realty Corporation
| Ohio | 001-11690 | 34-1723097 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 3300 Enterprise, Parkway, Beachwood, Ohio | 44122 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(216) 755-5500
Item 5. Other Events.
On October 4, 2002, Developers Diversified Realty Corporation, an Ohio corporation (“DDR”), DDR Transitory Sub, Inc., a Maryland corporation and wholly owned subsidiary of DDR (“Merger Sub”), and JDN Realty Corporation, a Maryland corporation (“JDN”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, and subject to certain conditions being satisfied or waived, Merger Sub will merge with and into JDN (the “Merger”) with JDN surviving the Merger as a subsidiary of DDR. At the effective time of the Merger, each share of JDN common stock will be converted into 0.518 of DDR common shares. Each share of JDN preferred stock will be converted into one DDR voting preferred share.
The following shareholders of DDR have each entered into a voting agreement with JDN pursuant to which, among other things, they have agreed to vote their DDR common shares in favor of the approval of the Merger Agreement:
| SHAREHOLDER | TITLE | |
| Scott A. Wolstein | Chairman and Chief Executive Officer | |
| David M. Jacobstein | President and Chief Operating Officer | |
| Daniel B. Hurwitz | Executive Vice President | |
| James A. Schoff | Senior Investment Officer | |
| Joan U. Allgood | Senior Vice President and Secretary | |
| William H. Schafer | Senior Vice President and Chief Financial Officer | |
| Eric M. Mallory | Senior Vice President | |
| Richard E. Brown | Senior Vice President |
The following stockholders of JDN have each entered into a voting agreement with DDR pursuant to which, among other things, they have agreed to vote their shares of JDN common stock in favor of the approval of the Merger Agreement:
| STOCKHOLDER | TITLE | |
| William G. Byrnes | Director | |
| Haywood D. Cochrane Jr. | Director | |
| William B. Greene | Director | |
| Craig Macnab | President, Chief Executive Officer and Director | |
| Philip G. Satre | Director | |
| Lee S. Wielansky | Director |
The preceding is qualified in its entirety by reference to the Merger Agreement and the forms of voting agreements, copies of which are attached hereto as Exhibits 2, 99.1 and 99.2, respectively, and which are incorporated herein by reference. A copy of the press release jointly issued by DDR and JDN announcing the signing of the Merger Agreement is attached hereto as Exhibit 99.3.
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Item 7. Financial Statements and Exhibits.
| (c) | Exhibits. | |||
| Exhibit 2 | Agreement and Plan of Merger, dated as of October 4, 2002, by and among Developers Diversified Realty Corporation, JDN Realty Corporation and DDR Transitory Sub, Inc. | |||
| Exhibit 99.1 | Form of Voting Agreement by and among certain stockholders of Developers Diversified Realty Corporation and JDN Realty Corporation. | |||
| Exhibit 99.2 | Form of Voting Agreement by and among certain stockholders of JDN Realty Corporation and Developers Diversified Realty Corporation. | |||
| Exhibit 99.3 | Press Release, dated October 4, 2002. |
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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.
| Developers Diversified Realty Corporation | ||||||
| Date: | October 9, 2002 | By: | /s/ William H. Schafer | |||
| William H. Schafer Senior Vice President and Chief Financial Officer | ||||||
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Exhibit Index
| Exhibit 2 | Agreement and Plan of Merger, dated as of October 4, 2002, by and among Developers Diversified Realty Corporation, JDN Realty Corporation and DDR Transitory Sub, Inc. | |
| Exhibit 99.1 | Form of Voting Agreement by and among certain stockholders of Developers Diversified Realty Corporation and JDN Realty Corporation. | |
| Exhibit 99.3 | Form of Voting Agreement by and among certain stockholders of JDN Realty Corporation and Developers Diversified Realty Corporation. | |
| Exhibit 99.3 | Press Release, dated October 4, 2002. |
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