SOURCE: Developers Diversified

October 16, 2006 11:37 ET

Developers Diversified Announces Its Intention to File a Registration Statement for the Resale of Its 3.50% Convertible Senior Notes Due 2011

CLEVELAND, OH -- (MARKET WIRE) -- October 16, 2006 -- Developers Diversified Realty Corporation (NYSE: DDR) today announced that it intends to file with the Securities and Exchange Commission on or about November 6, 2006 a Registration Statement on Form S-3 (the "Shelf Registration Statement") for the registration under the Securities Act of 1933, as amended, of resales of the Company's previously issued 3.50% Convertible Senior Notes due 2011 (the "Notes") and the common shares, no par value per share, of the Company which may, under certain circumstances, become issuable upon conversion of the Notes (the "Conversion Shares" and, together with the Notes, the "Registrable Securities"). The Notes were originally issued on August 28, 2006; at the same time a Registration Rights Agreement (the "Registration Rights Agreement") was entered into among the Company and the initial purchasers of the Notes, which requires the Shelf Registration Statement.

In accordance with the Registration Rights Agreement, beneficial holders of the Registrable Securities that wish to use the Shelf Registration Statement in connection with a resale of their Registrable Securities must complete the Selling Security holder Notice and Questionnaire, copies of which can be obtained by contacting the below person at the Company. Once received, please return this completed and executed document for receipt by the Company on or before October 23, 2006.

Joan U. Allgood
Executive Vice President - Corporate Transactions and Governance
Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
Phone: 216-755-5656
Fax:  216-755-1656
This release does not constitute an offer to sell or the solicitation of an offer to buy securities. The Registrable Securities have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Developers Diversified considers portions of this information to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Developers Diversified's expectation for future periods. Although Developers Diversified believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact may be deemed to be forward-looking statements. There are a number of important factors that could cause the results of Developers Diversified to differ materially from those indicated by such forward-looking statements, including, among other factors, the timing of obtaining the authorizations and consents needed to file a registration statement, local conditions such as oversupply of space or a reduction in demand for real estate in the area, competition from other available space, dependence on rental income from real property, the loss of a major tenant, constructing properties or expansions that produce a desired yield on investment or inability to enter into definitive agreements with regard to our financing arrangements or our failure to satisfy conditions to the completion of these arrangements. For more details on the risk factors, please refer to Developers Diversified's Annual Report on Form 10-K for the year ended December 31, 2005.

Contact Information

  • Contact:
    Joan U. Allgood
    Executive Vice President of Corporate Transactions & Governance