UNITED STATES
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):February 9, 2010
DEVELOPERS DIVERSIFIED REALTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Ohio | | 1-11690 | | 34-1723097 |
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| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
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| 3300 Enterprise Parkway, Beachwood, Ohio | | 44122 |
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| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(216) 755-5500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
Developers Diversified Realty Corporation (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (File No. 333-162451):
| | 1. | | Underwriting Agreement Basic Provisions, dated as of February 9, 2010, by and among the Company and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Goldman, Sachs & Co. and Wells Fargo Securities, LLC; and |
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| | 2. | | opinions of Jones Day. |
Item 9.01. Financial Statements and Exhibits.
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| Exhibit Number | | Description |
| 1.1 | | Underwriting Agreement Basic Provisions, dated as of February 9, 2010, by and among the Company and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc, Goldman, Sachs & Co. and Wells Fargo Securities, LLC |
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| 5.1 | | Opinion of Jones Day |
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| 8.1 | | Opinion of Jones Day regarding certain tax matters |
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| 23.1 | | Consent of Jones Day (included in Exhibit 5.1) |
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| 23.2 | | Consent of Jones Day (included in Exhibit 8.1) |
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.
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| | DEVELOPERS DIVERSIFIED REALTY CORPORATION
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| | By: | /s/ David J. Oakes | |
| | | David J. Oakes | |
| | | Senior Executive Vice President of Finance, Chief Investment Officer and interim Chief Financial Officer | |
| |
Date: February 10, 2010
EXHIBIT INDEX
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| Exhibit Number | | Description |
| 1.1 | | Underwriting Agreement Basic Provisions, dated as of February 9, 2010, by and among the Company and Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. |
| | | |
| 5.1 | | Opinion of Jones Day |
| | | |
| 8.1 | | Opinion of Jones Day regarding certain tax matters |
| | | |
| 23.1 | | Consent of Jones Day (included in Exhibit 5.1) |
| | | |
| 23.2 | | Consent of Jones Day (included in Exhibit 8.1) |
