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PROSPECTUS SUPPLEMENT NO. 8
(To Prospectus Dated May 9, 2007)
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-142773
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$600,000,000
Developers Diversified Realty Corporation (“DDR”)
3.00% Convertible Senior Notes due 2012
and
Common Shares Issuable Upon Conversion of the Notes
This prospectus supplement No. 8 supplements and amends the prospectus dated May 9, 2007 and any
supplemental prospectuses filed thereafter relating to the offering for resale by the selling
securityholders of up to $600,000,000 aggregate principal amount of the 3.00% Convertible Senior
Notes due 2012 (the “Notes”) and the common shares issuable upon conversion of the Notes. This
prospectus supplement should be read in conjunction with the prospectus dated May 9, 2007,
prospectus supplement No. 1 dated May 25, 2007, prospectus supplement No. 2 dated July 20, 2007,
prospectus supplement No. 3 dated July 23, 2007, prospectus supplement No. 4 dated August 2, 2007,
prospectus supplement No. 5 dated September 10, 2007, prospectus supplement No. 6 dated December
14, 2007 and prospectus supplement No. 7 dated January 30, 2008, each of which has been delivered
or is to be delivered with this prospectus supplement, and this prospectus supplement is qualified
by reference to the prospectus and prospectus supplement No. 1, No. 2, No. 3, No. 4, No. 5, No. 6
and No. 7 except to the extent that the information in this prospectus supplement supplements the
information contained in the prospectus or prospectus supplement No. 1, No. 2, No. 3, No. 4, No. 5,
No. 6 or No. 7. This prospectus supplement is not complete without, and may not be delivered or
utilized except in connection with, the prospectus, including any amendments or supplements
thereto.
The information appearing under the heading of the prospectus entitled “Selling Securityholders”
sets forth information with respect to the selling securityholders and the respective amounts of
Notes beneficially owned by each selling securityholder that may be offered pursuant to the
prospectus. The information set forth below supplements the information previously listed in the
prospectus or any supplement thereto. Accordingly, the prospectus and any supplement thereto are
hereby supplemented by the addition of the following:
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Principal Amount of
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Shares of DDR
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Common Shares to be
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Notes
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Class A Common Stock
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Beneficially Owned
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Beneficially Owned (1)
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Issuable upon Conversion
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After Offering(2)
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Name of Selling Securityholder
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Number
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Percentage
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Number
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Percentage (3)
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Number
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Percentage (3)
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Alembic Ltd.
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$
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74,000
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*
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197
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*
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0
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*
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Bayerische Hypo — und Vereinsbank AG
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$
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5,000,000
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*
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13,350
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*
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0
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*
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Captive Investors Fund
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$
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1,913,000
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*
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5,107
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*
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0
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*
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DBAG London
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$
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5,750,000
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*
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15,352
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*
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0
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*
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Performa
International Convertible Bond Fund
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$
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3,502,000
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*
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9,350
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*
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0
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*
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Tricor Reinvestment Fund Ltd.
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$
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511,000
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*
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1,364
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*
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0
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*
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*
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Less than one percent.
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(1)
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Because certain of the selling securityholders may have sold, transferred or otherwise
disposed of all or a portion of their notes in transactions exempt from the registration
requirements of the Securities Act since the date on which they provided the information
presented in this table, this prospectus supplement may not reflect the exact principal amount
of notes held by each selling securityholder on the date of this prospectus supplement. The
maximum aggregate principal amount of notes that may be sold pursuant to this prospectus
supplement and the prospectus itself will not exceed $600 million.
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(2)
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We do not know when or in what amounts the selling securityholders may offer notes or shares
for sale. The selling securityholders might not sell any or all of the notes or shares offered
by this prospectus supplement. Because the selling securityholders may offer any amount of the
notes or shares pursuant to this offering, we cannot estimate the number of the notes or
shares that will be held by the selling securityholders after completion of the offering.
However, for purposes of this table, we have assumed that, after completion of the offering,
none of the note or shares covered by this prospectus supplement will be held by the selling
securityholders.
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(3)
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Calculated based on 119,757,095 shares of our common stock outstanding as of March 20, 2008.
In calculating this amount for each holder, we treated as outstanding the number of shares of
our common stock issuable upon conversion of all of that holder’s notes, but we did not assume
conversation of any other holder’s notes.
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Information about the selling securityholders may change over time. Any changed information given
to us by the selling securityholders will be set forth in additional prospectus supplements if and
when necessary.
Investing in our Notes or common shares involves risks. Please read carefully the section of the
prospectus entitled “Risk Factors”.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
This prospectus supplement is dated April 16, 2008.