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) January 13, 1997 --------------------- 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 of incorporation) File Number) Identification Number) 34555 Chagrin Boulevard, Moreland Hills, Ohio 44022 - ----------------------------------------------------------------------------- Registrant's telephone number, including area code (216) 247-4700 N/A - ----------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - --------------------------------------------------------------------------- This Current Report on Form 8-K is being filed for the purpose of filing the attached Exhibits pursuant to Item 601 of Regulation S-K. Form 8-K Exhibit No. Description - ----------- ----------- 1.1 Distribution Agreement, dated August 19, 1996, among the Company and the parties named therein. 2.1 Agreement of Purchase and Sale, dated July 2, 1996, between the Company and Opus Corporation for Maple Grove Crossing Shopping Center. 2.2 Agreement of Purchase and Sale, dated July 2, 1996, between the Company and Opus North Corporation for Highland Grove Shopping Center. 2.3 Agreement of Purchase and Sale, dated July 2, 1996, between the Company and Opus South Corporation for Eastchase Market Shopping Center. 2.4 Agreement of Purchase and Sale, dated July 2, 1996, between the Company and Opus Northwest, L.L.C. for Tanasbourne Town Center Phase I Shopping Center. 2.5 Agreement of Purchase and Sale, dated July 2, 1996, between the Company and Opus Southwest Corporation for Arrowhead Crossing Shopping Center. 3.1 Amendment to Amended and Restated Articles of Incorporation. 3.2 Amendment to Code of Regulations of the Company. 4.1 Amendment, dated June 18, 1996, to the Credit Agreement, dated as of May 1, 1995, among the Company, the First National Bank of Chicago and the First National Bank of Boston. 10.1 Developers Diversified Realty Corporation Equity-Based Award Plan. 3 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 13, 1997 /s/ William H. Schafer ------------------ ---------------------------- William H. Schafer Vice President and Chief Financial Officer