Exhibit 3.4
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 25, 2003 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 21, 2003, 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-VII of Article FOURTH thereof a new Section 6 reading as follows:
SECTION 6. 8% CLASS G CUMULATIVE REDEEMABLE PREFERRED SHARES. Of the
750,000 authorized Class G Shares, 736,000 shares are designated as a series
entitled "8% Class G Cumulative Redeemable Preferred Shares" (hereinafter called
"8% Class G Preferred Shares"). The 8% Class G Preferred Shares shall have the
express terms set forth in this Division as being applicable to all Class G
Shares as a class and, in addition, the following express terms applicable to
all 8% Class G Preferred Shares as a series of Class G Shares:
(a) The annual dividend rate of the 8% Class G Preferred Shares shall be
8% of the liquidation preference of $250.00 per share.
(b) Dividends on the 8% Class G Preferred Shares shall be payable, if
declared, quarterly in arrears on or about the fifteenth day of each
March, June, September, and December or, if not a business day, the next
succeeding business day, the first quarterly dividend being payable, if
declared, on June 16, 2003. The dividends payable for each full quarterly
dividend period on each 8% Class G Preferred Shares shall be $0.50.
Dividends for the initial dividend period on the 8% Class G
Preferred Shares, or for any period shorter or longer than a full
dividend period on the 8% Class G 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% Class G 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% Class G Preferred Shares shall be cumulative as
follows:
(1) With respect to shares included in the initial issue of 8% Class
G 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% Class G Preferred Shares, dividends shall be
cumulative from the date of the initial issue of 8% Class G
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% Class G
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% Class G Preferred Shares may not be redeemed prior to
March 28, 2008. At any time or from time to time on and after March 28,
2008 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% Class G 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.
(e) The amount payable per 8% Class G 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% Class G Preferred Shares, at any
time during which the Corporation is in default in the payment of
dividends on such 8% Class G Preferred Shares for any dividend period,
shall, for the purposes of Section 5(b)(1) of this Division A-VII, be
deemed to be made in respect of the earliest dividend period with respect
to which the Corporation is in default.
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IN WITNESS WHEREOF, we have executed this instrument in one or more
counterparts as of the 24th day of March, 2003.
/s/ SCOTT A. WOLSTEIN
------------------------------
Scott A. Wolstein
Chairman and Chief Executive Officer
/s/ JOAN U. ALLGOOD
-----------------------------
Joan U. Allgood
Secretary
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