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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ddr Corp. | NYSE:DDR | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.99 | 0.00 | 01:00:00 |
Ohio | 34-1723097 | |
(State or Other Jurisdiction | (I.R.S. Employer Identification No.) | |
of Incorporation or Organization) |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(do not check if a smaller reporting company) |
Smaller reporting company o |
Title of Securities to | Amount to be | Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
be Registered | Registered (1) | Offering Price Per Share (2) | Aggregate Offering Price (2) | Registration Fee | ||||||||||
Common Shares, par
value $0.10 per share
|
4,500,000 | $8.82 | $39,690,000 | $2,215 | ||||||||||
(1) | Represents the maximum number of common shares, par value $0.10 per share (Common Shares), of Developers Diversified Realty Corporation (the Registrant) issuable pursuant to the Amended and Restated 2008 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of June 25, 2009) (the Plan) being registered hereon. Pursuant to Rule 416 under the Securities Act of 1933 (the Securities Act), this Registration Statement also covers such additional Common Shares as may become issuable pursuant to the anti-dilution provisions of the Plan. | |
(2) | Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of the Registrants Common Shares on the New York Stock Exchange on October 5, 2009, a date that is within five business days prior to filing. |
EXPLANATORY STATEMENT | ||||||||
PART II | ||||||||
Item 3. Incorporation of Documents by Reference | ||||||||
Item 8. Exhibits | ||||||||
Item 9. Undertakings | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-5.1 | ||||||||
EX-23.1 | ||||||||
EX-23.2 | ||||||||
EX-23.3 | ||||||||
EX-24.1 |
(a) | The Registrants Annual Report on Form 10-K for the year ended December 31, 2008, as amended by Form 10-K/A filed on April 29, 2009; | ||
(b) | The Registrants Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009; | ||
(c) | The Registrants Current Reports on Form 8-K filed with the Commission on: January 6, 2009; February 27, 2009; March 11, 2009; April 7, 2009; May 11, 2009; June 12, 2009; July 1, 2009; July 31, 2009; August 3, 2009; August 10, 2009; August 14, 2009; September 10, 2009; September 18, 2009; September 21, 2009; September 25, 2009 and September 29, 2009; and | ||
(d) | The description of the Registrants Common Shares contained in the Registrants Registration Statement on Form 8-A, dated January 2, 1993, and all amendments and reports filed with the Commission for the purpose of updating such description. |
Exhibit No. | Description | |
|
||
4.1
|
Second Amended and Restated Articles of Incorporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K (File No. 001-11690) filed with the Commission on August 10, 2009) | |
|
||
4.2
|
Amended and Restated Code of Regulations (incorporated herein by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q (File No. 001-11690) for the quarter ended March 31, 2009 filed with the Commission on May 11, 2009) | |
|
||
4.3
|
Specimen Certificate for Common Shares (incorporated herein by reference to the Registrants Registration Statement on Form S-3 (Registration No. 033-78778) filed with the Commission on May 10, 1994) | |
|
||
4.4
|
Amended and Restated 2008 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of June 25, 2009) (incorporated herein by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q (File No. 001-11690) for the quarter ended June 30, 2009 filed with the Commission on August 7, 2009) | |
|
||
5.1
|
Opinion of Counsel | |
|
||
23.1
|
Consent of PricewaterhouseCoopers LLP | |
|
||
23.2
|
Consent of PricewaterhouseCoopers LLP (DDRTC Core Retail Fund LLC) | |
|
||
23.3
|
Consent of PricewaterhouseCoopers (Macquarie DDR Trust) | |
|
||
23.4
|
Consent of Counsel (Included in Exhibit 5.1) | |
|
||
24.1
|
Power of Attorney |
2
3
DEVELOPERS DIVERSIFIED REALTY CORPORATION
|
||||
By: | /s/ William H. Schafer | |||
Name: | William H. Schafer | |||
Title: | Executive Vice President and Chief Financial Officer | |||
Signature | Title | |
|
||
*
|
Chairman of the Board of Directors and Chief Executive Officer and Director (principal executive officer) | |
|
||
/s/ William H. Schafer
|
Executive Vice President and Chief Financial Officer (principal financial officer) | |
|
||
*
|
Senior Vice President and Chief Accounting Officer (principal accounting officer) | |
|
||
*
|
President, Chief Operating Officer and Director | |
|
||
*
|
Director | |
|
||
*
|
Director | |
|
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*
|
Director | |
|
||
*
|
Director | |
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*
|
Director | |
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||
*
|
Director |
4
Signature | Title | |
|
||
*
|
Director | |
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*
|
Director | |
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*
|
Director | |
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||
*
|
Director |
* |
William H. Schafer, the undersigned attorney-in-fact, by signing his name hereto, does hereby
sign and execute this Registration Statement on behalf of the above indicated officers and directors pursuant to a power of attorney filed with the Commission. |
October 13, 2009 | By: | /s/ William H. Schafer | ||
William H. Schafer, Attorney-in-Fact | ||||
5
Exhibit No. | Description | |
|
||
4.1
|
Second Amended and Restated Articles of Incorporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K (File No. 001-11690) filed with the Commission on August 10, 2009) | |
|
||
4.2
|
Amended and Restated Code of Regulations (incorporated herein by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q (File No. 001-11690) for the quarter ended March 31, 2009 filed with the Commission on May 11, 2009) | |
|
||
4.3
|
Specimen Certificate for Common Shares (incorporated herein by reference to the Registrants Registration Statement on Form S-3 (Registration No. 033-78778) filed with the Commission on May 10, 1994) | |
|
||
4.4
|
Amended and Restated 2008 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of June 25, 2009) (incorporated herein by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q (File No. 001-11690) for the quarter ended June 30, 2009 filed with the Commission on August 7, 2009) | |
|
||
5.1
|
Opinion of Counsel | |
|
||
23.1
|
Consent of PricewaterhouseCoopers LLP | |
|
||
23.2
|
Consent of PricewaterhouseCoopers LLP (DDRTC Core Retail Fund LLC) | |
|
||
23.3
|
Consent of PricewaterhouseCoopers (Macquarie DDR Trust) | |
|
||
23.4
|
Consent of Counsel (Included in Exhibit 5.1) | |
|
||
24.1
|
Power of Attorney |
6
1 Year Developers Realty Chart |
1 Month Developers Realty Chart |
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