- Securities Registration (section 12(b)) (8-A12B)
01 August 2012 - 8:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF
1934
DDR Corp.
(Exact name of registrant as specified in its charter)
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Ohio
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34-1723097
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(State of incorporation
or organization)
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(IRS Employer
Identification No.)
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3300 Enterprise Parkway, Beachwood, Ohio
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44122
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Depositary Shares, each representing a
1/20
th
interest in a share of 6.50% Class J Cumulative Redeemable
Preferred Shares, without par value
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box.
x
If this form
relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following
box
¨
Securities Act registration statement file number to which this
form relates: 333-162451 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of
Class)
Item 1.
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Description of Registrants Securities to be Registered.
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The description of the Depositary Shares, each representing a 1/20
th
interest in a share of 6.50% Class J Cumulative Redeemable Preferred
Shares, without par value (liquidation preference equivalent to $25.00 per depositary share) (the Depositary Shares), of DDR Corp. (the Company) to be registered hereby is included under the sections titled Description
of Preferred Shares and Description of Depositary Shares Representing Preferred Shares in the prospectus dated October 13, 2009 included in the Companys Registration Statement on Form S-3 (No. 333-162451) (the Base
Prospectus) and in the section titled Description of the New Class J Preferred Shares and Depositary Shares in the prospectus supplement thereto dated July 18, 2012 that was filed by the Company with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 (together with the Base Prospectus, the Prospectus), which Prospectus is incorporated herein by reference.
The following
exhibits are filed as part of this Registration Statement on Form 8-A.
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3.1
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Second Amended and Restated Articles of Incorporation of the Company, as amended effective July 10, 2009 (filed as Exhibit 3.1 to the Companys Current Report on Form 8-K
filed August 10, 2009 and incorporated herein by reference).
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3.2
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Amendment to the Second Amended and Restated Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Companys Current Report on Form 8-K filed September 14, 2011
and incorporated herein by reference).
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3.3
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Amendment No. 4 to the Second Amended and Restated Articles of Incorporation of the Company.
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3.4
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Amended and Restated Code of Regulations of the Company (filed as Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q filed on May 11, 2009 and incorporated herein by
reference).
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4.1
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Form of Deposit Agreement, among the Company, Computershare Shareowner Services LLC, as Depositary, and all holders from time to time of depositary shares.
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4.2
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Specimen receipt representing the Depositary Shares, each representing a 1/20
th
interest in a share of 6.50% Class J Cumulative Redeemable Preferred Shares, without par value, of the Company
(included as part of Exhibit 4.1 above).
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4.3
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Specimen certificate for 6.50% Class J Cumulative Redeemable Preferred Shares, without par value, of the Company.
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4.4
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Specimen certificate for Common Shares, par value $0.10 per share, of the Company (filed as Exhibit 4.1 to the Companys Annual Report on Form 10-K filed on February 28, 2012
and incorporated herein by reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
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DDR CORP.
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By:
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/s/ David J. Oakes
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Name:
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David J. Oakes
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Title:
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Senior Executive Vice President and
Chief Financial Officer
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Dated: July 31, 2012
EXHIBIT INDEX
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3.1
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Second Amended and Restated Articles of Incorporation of the Company, as amended effective July 10, 2009 (filed as Exhibit 3.1 to the Companys Current Report on Form 8-K
filed August 10, 2009 and incorporated herein by reference)
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3.2
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Amendment to the Second Amended and Restated Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Companys Current Report on Form 8-K filed September 14, 2011
and incorporated herein by reference)
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3.3
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Amendment No. 4 to the Second Amended and Restated Articles of Incorporation of the Company
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3.4
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Amended and Restated Code of Regulations of the Company (filed as Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q filed on May 11, 2009 and incorporated herein by
reference)
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4.1
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Form of Deposit Agreement, among the Company, Computershare Shareowner Services LLC, as Depositary, and all holders from time to time of depositary shares
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4.2
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Specimen receipt representing the Depositary Shares, each representing a 1/20
th
interest in a share of 6.50% Class J Cumulative Redeemable Preferred Shares, without par value, of the Company
(included as part of Exhibit 4.1 above)
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4.3
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Specimen certificate for 6.50% Class J Cumulative Redeemable Preferred Shares, without par value, of the Company
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4.4
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Specimen certificate for Common Shares, par value $0.10 per share, of the Company (filed as Exhibit 4.1 to the Companys Annual Report on Form 10-K filed on February 28, 2012
and incorporated herein by reference)
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