- Amended Statement of Beneficial Ownership (SC 13D/A)
April 26 2011 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
DEVELOPERS DIVERSIFIED REALTY CORPORATION
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
(CUSIP Number)
Dennis
O. Garris
Alston & Bird LLP
950 F Street, N.W.
Washington, DC 20004-1404
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Alexander Otto
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Germany
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7
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SOLE VOTING POWER
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NUMBER OF
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39,674,485
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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39,674,485
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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39,674,485
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.3%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* = Based on
276,592,862 shares reported to be outstanding as of April 8,
2011 by the Issuer in its definitive proxy statement on Schedule 14A
filed on April 18, 2011
Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
Katharina Otto-Bernstein
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Germany
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7
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SOLE VOTING POWER
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NUMBER OF
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15,755,505
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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15,755,505
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,755,505
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.7%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* = Based on
276,592,862 shares reported to be outstanding as of April 8,
2011 by the Issuer in its definitive proxy statement on Schedule 14A
filed on April 18, 2011.
Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
Dr. Michael Otto
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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þ
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Germany
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7
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SOLE VOTING POWER
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NUMBER OF
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2,625,916
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,625,916*
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,625,916
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,625,916*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,251,832*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.9%**
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* = Includes Common Shares over which Dr. Michael Otto has power of attorney granted by Janina Vater.
** = Based on
276,592,862 shares reported to be outstanding as of April 8,
2011 by the Issuer in its definitive proxy statement on Schedule 14A
filed on April 18, 2011.
Page 4 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
Janina Vater
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Germany
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,625,916
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,625,916
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,625,916
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.9%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* = Based on
276,592,862 Shares reported to be outstanding as of April 8,
2011 by the Issuer in its definitive proxy statement on Schedule 14A
filed on April 18, 2011.
Page 5 of 8 Pages
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CUSIP No. 251591103
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SCHEDULE 13D/A
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This Amendment No. 6 (Amendment No. 6) amends and supplements the statement on Schedule 13D
initially filed on May 15, 2009 (the Original Filing), as amended by Amendment No. 1 (Amendment
No. 1) filed on August 20, 2009, Amendment No. 2 (Amendment No. 2) filed on September 14, 2009,
Amendment No. 3 (Amendment No. 3) filed on September 18, 2009, Amendment No. 4 (Amendment No.
4) filed on February 16, 2010 and Amendment No. 5 (Amendment No. 5) filed on March 21, 2011.
Information reported in the Original Filing, as amended, remains in effect except to the extent
that it is amended, restated or superseded by information contained in this Amendment No. 6.
Capitalized terms used and not defined in this Amendment No. 6 have the meanings set forth in the
Original Filing, as amended.
The Schedule 13D is amended to make the following changes to Items 2, 4, 5 and 7:
Item 2. Identity and Background
Item 2 is hereby amended by including the following:
The group formed by the Reporting Persons, Scott A. Wolstein and Iris S. Wolstein has been
terminated. See Item 4.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by including the following:
On April 26, 2011, the Reporting Persons entered into an agreement (the Termination
Agreement) with Scott A. Wolstein and Iris S. Wolstein to terminate their respective rights and
obligations under the Voting Agreement. As a result of entering into the Termination Agreement,
Scott A. Wolstein and Iris S. Wolstein are no longer obligated to vote their Common Shares in favor
of the Reporting Persons nominees to the Issuers Board of Directors at every annual meeting of
the Issuers shareholders relating to the election of members of the Issuers Board of Directors.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended by including the following:
The
Reporting Persons may be deemed to beneficially own, in the
aggregate, 60,681,822 Common Shares, representing 21.9% of the
Issuers outstanding Common Shares (based on 276,592,862 Common
Shares reported to be outstanding as of April 8, 2011 by the
Issuer in its definitive proxy statement on Schedule 14A filed on
April 18, 2011).
The group made up of the Reporting Persons, Scott A. Wolstein and Iris S. Wolstein has been
terminated. See Item 4.
Item 7. Material to Be Filed as Exhibits.
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Exhibit 1
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Joint Filing Agreement, dated May 15, 2009, among Mr. Otto,
Katharina Otto-Bernstein, Dr. Michael Otto and Janina Vater
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Exhibit 2
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Termination Agreement, dated April 26, 2011, by and among the
Reporting Persons, Scott A. Wolstein and Iris S. Wolstein
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Page 6 of 8 Pages
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CUSIP No. 251591103
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SCHEDULE 13D/A
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: April 26, 2011
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/s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney
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By:
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Dr. Thomas Finne
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For:
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Alexander Otto
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/s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney
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By:
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Dr. Thomas Finne
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For:
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Katharina Otto-Bernstein
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/s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney
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By:
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Dr. Thomas Finne
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For:
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Dr. Michael Otto
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/s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney
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By:
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Dr. Thomas Finne
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For:
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Janina Vater
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Page 7 of 8 Pages
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CUSIP No. 251591103
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SCHEDULE 13D/A
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EXHIBIT INDEX
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Exhibit No.
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Exhibit Description
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1
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Joint Filing Agreement, dated May 15, 2009, among Mr. Otto, Katharina Otto-Bernstein, Dr.
Michael Otto and Janina Vater
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2
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Termination Agreement, dated April 26, 2011, by and among the Reporting Persons, Scott A.
Wolstein and Iris S. Wolstein
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Page 8 of 8 Pages
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