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): January 20, 2004
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 January 20, 2004, Developers Diversified Realty Corporation, an Ohio Corporation (“DDR”) began an underwritten public offering of $275 million aggregate principal amount of DDR’s 3.875% Notes due 2009, to be issued under DDR’s previously filed Registration Statement on Form S-3 (File No. 333-108361) (the “Registration Statement”).
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following Exhibits are filed as part of this report and as Exhibits to the Registration Statement:
| Exhibit 1 | Underwriting Agreement, dated as of January 20, 2004 | |||
| Exhibit 4.1 | Form of 3.875% Notes due 2004 | |||
| Exhibit 4.2 | Form of Third Supplemental Indenture to be entered into on January 23, 2004, between Developers Diversified Corporation and National City Bank, as Trustee | |||
| Exhibit 12 | Computation of Ratio of Earnings to Fixed Charges | |||
| Exhibit 23 | Consent of Ernst &Young LLP |
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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: January 22, 2004 | By: | /s/ William H. Schafer | ||
| William H. Schafer | ||||
| Senior Vice President and Chief Financial Officer |
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Exhibit Index
| Exhibit 1 | Underwriting Agreement, dated as of January 20, 2004 | |||
| Exhibit 4.1 | Form of 3.875% Notes due 2009 | |||
| Exhibit 4.2 | Form of Third Supplemental Indenture to be entered into on January 23, 2004, between Developers Diversified Corporation and National Bank, as Trustee | |||
| Exhibit 12 | Computation of Ratio of Earnings to Fixed Charges | |||
| Exhibit 23 | Consent of Ernst &Young LLP |
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