cedar-s3d_020110.htm
As
filed with the Securities and Exchange Commission on February 5,
2010
Registration
Statement No. 333-____
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CEDAR
SHOPPING CENTERS, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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42-1241468
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(State
or other jurisdiction
of
incorporation or organization)
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(I.R.S.
employer
identification
number)
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44
South Bayles Avenue, Port Washington, NY 11050-3765
(516)
767-6492
(Address,
including zip code, and telephone number, including area code of registrant's
principal executive offices)
Martin
H. Neidell, Esq.
Stroock
& Stroock & Lavan LLP
180
Maiden Lane
New
York, NY 10038
(212)
806-5836
(Name,
address, including zip code, and telephone number, of agent for service of
process)
Approximate
date of commencement of proposed sale to the public:
From
time to time after this Registration Statement becomes effective.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. ý
If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. ¨
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If this
Form is a post-effective amendment to a registration statement pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ¨
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Accelerated
filer ý
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Non-accelerated
filer ¨ (Do not check if
a smaller reporting company)
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Smaller
reporting company ¨
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CALCULATION
OF REGISTRATION FEE CHART
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Title
of Class of
Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum Offering Price
Per
Unit (1)
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Proposed
Maximum Aggregate Offering
Price
(1)
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Amount
of
Registration
Fee
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Common
Stock, $.06 par value per share
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5,000,000 |
$6.61/unit
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$33,050,000
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$2,356.47
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(1)
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Estimated
solely for the purpose of computing the registration fee and calculated
pursuant to Rule 457(c) by multiplying the number of shares to be
registered by the average of the high and low prices of a share of Common
Stock as reported on the New York Stock Exchange on February 3, 2010,
which was $6.61.
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PROSPECTUS
CEDAR
SHOPPING CENTERS, INC.
5,000,000
Shares of Common Stock
Cedar
Shopping Centers, Inc. (the “Company”) is offering a maximum of 5,000,000 shares
of our $.06 par value common stock issuable through our Dividend Reinvestment
and Direct Stock Purchase Plan (the “Plan”), which was adopted by our Board of
Directors on December 16, 2009. The Plan provides you with a simple,
convenient and low-cost method of investing cash dividends and optional cash
payments in additional shares of common stock or making an initial investment in
shares of common stock, as applicable.
All
expenses of the Plan will be paid by the Company, as further described in
“Description of the Plan” beginning at page 4 of this Prospectus.
The price
of the shares purchased with reinvested dividends and optional cash payments, if
any, will be an amount equal to 98% of the average of the high and low prices on
the dividend payment date (for reinvestment of dividends) or 98% of the average
of the high and low prices on the investment date (for optional cash payments)
of the Company’s common stock on the New York Stock Exchange.
The
Company’s common stock is traded on the New York Stock Exchange under the symbol
“CDR.”
The
Company has selected American Stock Transfer & Trust Company LLC (the “Plan
Administrator”) to administer the Plan. Registered shareholders of
the Company may enroll in the Plan by completing an Enrollment Application, by
contacting the Plan Administrator at 877-833-6706 or by enrolling online at
www.amstock.com. An interested investor that is not presently a
registered shareholder of the Company, but desires to become a Participant by
making an initial cash investment in the Company’s common stock, may join the
Plan by completing an Enrollment Application and forwarding it,
together with such initial investment, to the Plan Administrator or by enrolling
online at www.amstock.com. A broker, bank or other nominee may
reinvest cash dividends and make optional cash payments on behalf of beneficial
owners.
Investing
in our common stock involves certain risks. See “Risk Factors”
beginning at page 3 of this Prospectus for a description of certain factors that
you should consider prior to purchasing the common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
The
Attorney General of the State of New York has not passed on or endorsed the
merits of this offering. Any representation to the contrary is
unlawful.
The date
of this Prospectus is February 5, 2010.
_____________________
ABOUT
THIS PROSPECTUS
Cedar
Shopping Centers, Inc. has filed with the Securities and Exchange Commission
(the “SEC”) a registration statement on Form S-3 to register the Cedar Shopping
Centers, Inc. common stock to be issued pursuant to the Dividend Reinvestment
and Direct Stock Purchase Plan. As allowed by SEC rules, this
Prospectus does not contain all the information you can find in the registration
statement or the exhibits thereto. The registration statement,
including its exhibits and schedules, contains additional relevant information
about us and our common stock. This Prospectus is part of the
registration statement.
You
should read this Prospectus together with additional information described under
the heading “Where You Can Find More Information.”
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC
allows us to “incorporate by reference” the information that we file with them,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is an
important part of this Prospectus, and the information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:
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1.
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Cedar’s
Annual Report on Form 10-K for the year ended December 31,
2008.
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2.
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Cedar’s
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June
30, 2009, and September 30, 2009.
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3.
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Current
Reports on Form 8-K filed April 20, 2009, June 11, 2009, August 26, 2009,
September 16, 2009, September 22, 2009, October 30, 2009, November 2, 2009
and November 16, 2009.
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4.
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The
description of Cedar’s common stock which is contained in Item 1 of our
registration statement on Form 8-A, as amended, filed October 1, 2003
pursuant to Section 12 of the Exchange
Act.
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5.
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The
information contained in the section “Investment Policies and Policies
With Respect to Certain Activities” contained in the Registration
Statement on Form S-11 filed on August 20, 2003, as amended, SEC File
Number: 333-108091.
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You may
request a copy of these filings, at no cost, by writing or telephoning us at our
principal executive offices at the following address:
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Investor
Relations
Cedar
Shopping Centers, Inc.
44
South Bayles Avenue
Port
Washington, NY 11050-3765
(516)
767-6492
http://www.cedarshoppingcenters.com
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You
should rely only on the information incorporated by reference or provided in
this Prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of the common
stock in any state where the offer is not permitted. Do not assume
that the information in this Prospectus is accurate as of any date other than
the date on the front of this Prospectus.
THE
COMPANY
We were
organized in 1984 and elected to be taxed as a real estate investment trust, or
REIT, in 1986. We are a fully integrated, self-administered and
self-managed real estate company. We focus primarily on the
ownership, operation, development and redevelopment of “bread and butter
centers”®, consisting mainly of supermarket-anchored shopping centers in
coastal mid-Atlantic and New England states. As of December 31, 2009,
we owned 122 properties, aggregating approximately 13.2 million square feet of
gross leasable area, or GLA.
We
conduct our business through Cedar Shopping Centers Partnership, L.P., or the
operating partnership, a Delaware limited partnership. As of December
31, 2009, we owned approximately a 96.3% interest in the operating
partnership.
Our
principal executive offices are located at 44 South Bayles Avenue, Port
Washington, NY 11050-3765. Our telephone number is (516) 767-6492 and
our website address is www.cedarshoppingcenters.com.
RISK
FACTORS
Investing
in our securities involves significant risks. Please see the risk
factors under the heading “Risk Factors” in our periodic reports filed with the
SEC under the Securities Exchange Act of 1934, which are incorporated by
reference in this Prospectus. Before making an investment decision,
you should carefully consider these risks as well as other information we
include or incorporate by reference in this Prospectus and any prospectus
supplement. The risks and uncertainties we have described are not the
only ones facing our company. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also affect our
business operations.
FORWARD-LOOKING
STATEMENTS
This
Prospectus contains or incorporates by reference forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Such forward-looking
statements include, without limitation, statements containing the words
“anticipates”, “believes”, “expects”, “intends”, “future”, and words of similar
import which express the Company’s beliefs, expectations or intentions regarding
future performance or future events or trends. While forward-looking
statements reflect good faith beliefs, expectations or intentions, they are not
guarantees of future performance and involve known and unknown risks,
uncertainties and other factors, which may cause actual results, performance or
achievements to differ materially from anticipated future results, performance
or achievements expressed or implied by such forward-looking statements as a
result of factors outside of the Company’s control. Certain factors
that might cause such differences include, but are not limited to, the
following: real estate investment considerations, such as the effect of economic
and other conditions in general and in the Company’s market areas in particular;
the financial viability of the Company’s tenants (including an inability to pay
rent, filing for bankruptcy protection, closing stores and vacating the
premises); the continuing availability of suitable acquisitions, development and
redevelopment opportunities, on favorable terms; the availability of equity and
debt capital (including the availability of construction financing) in the
public and private markets; the availability of suitable joint venture partners
and potential purchasers of the Company’s properties if offered for sale;
changes in interest rates; the fact that returns from development, redevelopment
and acquisition activities may not be at expected levels or at expected times;
risks inherent in ongoing development and redevelopment projects including, but
not limited to, cost overruns resulting from weather delays, changes in the
nature and scope of development and redevelopment efforts, changes in
governmental regulations related thereto, and market factors involved in the
pricing of material and labor; the need to renew leases or re-let space upon the
expiration of current leases; and the financial flexibility to repay or
refinance debt obligations when due and to fund tenant improvements and capital
expenditures. For a discussion of these and other factors that could
cause actual results to differ from those contemplated in the forward-looking
statements in this prospectus and in documents incorporated by reference in this
Prospectus, see the section entitled “Risk Factors” in this Prospectus, and in
the documents incorporated by reference into this Prospectus. The
Company does not intend, and disclaims any duty or obligation, to update or
revise any forward-looking statements set forth in this Prospectus to reflect
any change in expectations, change in information, new information, future
events or other circumstances on which such information may have been
based.
DESCRIPTION
OF THE PLAN
The
provisions of the Company’s Dividend Reinvestment and Direct Stock Purchase Plan
(the “Plan”) are set forth below in question and answer format.
Purpose
1. What is the purpose of the
Plan?
The
purpose of the Plan is to provide holders of record of shares of the Company’s
common stock and other interested investors with a simple, convenient and low
cost method of investing cash dividends or optional cash payments, or both, to
purchase additional shares of the Company’s common stock or to make an initial
investment in the Company’s common stock, as applicable.
Advantages
2. What are the options
available to Participants?
Shareholders
may purchase additional shares of the Company’s common stock by (i) having
the cash dividends on all, or part, of their shares of the Company’s common
stock automatically reinvested, (ii) by receiving directly, as usual, their cash
dividends, if, as and when declared, on shares of the Company’s common stock and
investing in the Plan by making optional cash payments of not less than $100.00
per month and not more than $10,000 per month, or (iii) by investing their
cash dividends and making such optional cash payments.
Interested
investors that are not shareholders of the Company may make initial cash
investments in the Company’s common stock of not less than $500.00 and not more
than $10,000.
3. What are the advantages of
the Plan?
The Plan
provides holders of record of shares of the Company’s common stock with a
simple, convenient and low-cost method of investing cash dividends or optional
cash payments, or both, to purchase additional shares of the Company’s common
stock. Persons not presently shareholders of the Company may become
Participants by making initial cash investments of not less than $500.00 and not
more than $10,000 to purchase shares of the Company’s common
stock. Full investment of dividends is possible under the Plan
because the Plan permits fractions of shares (to three decimal places), as well
as whole shares, to be purchased and credited to Participants’
accounts. Regular statements of holdings provide simplified record
keeping. In addition, the custodial services provided in connection
with the Plan serve to protect against loss, theft or destruction of
certificates.
Administration
4. Who administers the Plan for
Participants?
The
Company has selected American Stock Transfer & Trust Company LLC (the “Plan
Administrator”) to administer the Plan. All correspondence and
questions regarding the Plan and/or your account should be directed as
follows:
Please
mail all inquiries to:
Cedar
Shopping Centers, Inc.
c/o
American Stock Transfer
&
Trust Company LLC
6201 15th
Avenue
Brooklyn,
NY 11219
Attention:
Shareholder Relations Department
Please
mail all transaction requests to:
Cedar
Shopping Centers, Inc.
c/o
American Stock Transfer
&
Trust Company LLC
P.O. Box
922
Wall
Street Station
New York,
NY 10269-0560
Attention:
Plan Administration Department
Or visit
the Plan Administrator’s website at:
www.amstock.com
Participation
5. Who is eligible to
participate?
All
holders of record of shares of the Company’s common stock are eligible to
participate in the Plan. In order to be eligible to participate,
beneficial owners of shares of the Company’s common stock whose shares are
registered in names other than their own (for example, shares registered in the
name of a broker, bank nominee or trustee) must either arrange for the holder of
record to join the Plan or have the shares they wish to enroll in the Plan
transferred to their own names. In addition, an interested investor
that is not a shareholder may participate in the Plan by making an initial cash
investment in the Company’s common stock of not less than $500.00 and not more
than $10,000. Please note that regulations in certain countries may
limit or prohibit participation in services provided under this type of
plan. Therefore, persons residing outside of the United States are
responsible for complying with any such regulations. The Company and
the Plan Administrator reserve the right to prohibit or terminate participation
of any stockholder or prospective stockholder if deemed necessary or advisable
under any applicable laws or regulations.
6. How does someone become a
Participant?
An
eligible shareholder may join the Plan by completing an Enrollment
Application and returning it to the Plan Administrator, by contacting the
Plan Administrator at 877-833-6706 or by enrolling online at
www.amstock.com. An interested investor that is not presently a
shareholder of the Company, but desires to become a Participant by making an
initial cash investment in the Company’s common stock, may join the Plan by
completing an Enrollment Application and forwarding it, together with
such initial investment, to the Plan Administrator or by making an investment
online at www.amstock.com.
7. When may a shareholder or an
interested investor join the Plan?
A
shareholder or other interested investor may join the Plan at any time and will
remain a Participant until participation is terminated or all shares held in the
Participant’s Plan account are sold.
8. What does the Enrollment
Application provide?
The
Enrollment Application provides interested investors with the opportunity to
purchase their initial shares of the Company’s common stock without a broker
without any transaction costs through the Plan. It also allows
shareholders and other interested investors to purchase additional shares of the
Company’s common stock through the reinvestment of dividends and/or monthly
automatic deductions. The options for dividend reinvestment are
described below while information regarding monthly automatic deductions can be
found in Question 16, “May Participants have additional investments
automatically deducted from a bank account?” below.
9. What are the options for
dividend reinvestment?
The
Enrollment Application provides for the purchase of additional shares of the
Company’s common stock through the following options:
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a.
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If
“Full Dividend Reinvestment” is selected, the Plan Administrator will
reinvest the cash dividends payable on all shares held in the
Participant’s Plan account and on all shares of the Company’s common stock
registered in the Participant’s name. In addition, the Plan
Administrator will invest in the Company’s common stock all of the cash
dividends on all shares subsequently registered in the Participant’s Plan
account, as well as any optional cash payments the Participant
submits.
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b.
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If
“Partial Dividend Reinvestment” is selected, the Plan Administrator will
send a check representing the cash dividends payable on a specified number
of shares held by the Participant and registered in the Participant’s name
to the Participant as is designated in the appropriate space on the
Enrollment Application. In addition, the Plan Administrator
will invest the dividends on the remaining shares in accordance with the
Plan, as well as any optional cash payments the Participant
submits.
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c.
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If
“Cash Payments Only (No Dividend Reinvestment)” is selected, the Plan
Administrator will not invest any portion of the cash dividends due the
Participant on shares held in the Participant’s Plan account or registered
in the Participant’s name. The Plan Administrator will,
however, invest any optional cash payments the Participant
submits.
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In the
absence of instructions to the contrary, any new account being set up will
result in full dividend reinvestment.
10. How may Participants change
investment options?
A
Participant may change its investment option at any time by completing a new
Enrollment Application and returning it to the Plan Administrator, by contacting
the Plan Administrator at 877-833-6706 or by visiting the Plan Administrator’s
website at www.amstock.com. A change in investment option will be
effective on the dividend payment date if the request is received by the Plan
Administrator no later than the third business day preceding the related
dividend record date. If the request is received by the Plan Administrator after
the third business day preceding the related dividend record date, the change
may not be effective until the following dividend payment date.
Costs
11. Are there any expenses
associated with participation in the Plan?
The fees
associated with enrollment and participation in the Plan are summarized in the
chart below:
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Transaction
Fees
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Dividend
Reinvestment Fee
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Paid
by the Company
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Optional
Cash Reinvestment Fee
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Paid
by the Company
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Sale/Termination
Fee
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$15.00
per transaction
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Commissions
on Sales
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$0.10
per share
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Commissions
on Open-Market Purchases
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$0.10
per share
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Deposit
of Certificate Fee
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$7.50
per transaction
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Returned
Check Fee
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$25.00
per check
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In
addition, see Question 25, “How does a Participant terminate participation in
the Plan?” and Question 26, “May a portion of a Participant’s Plan shares be
sold?” for further discussion of payment by Participants of brokerage costs
associated with such termination of participation and sale of shares under the
Plan.
Purchases
12. How many shares of the
Company’s common stock will be purchased for each
Participant?
The
number of shares to be purchased for a Participant’s account under the Plan will
depend on the amount of a Participant’s dividends being reinvested, the amount
of any optional cash payments and the price of the shares of the Company’s
common stock. Each Participant’s Plan account will be credited with
that number of shares, including fractions (to three decimal places), equal to
the total amount to be reinvested or invested through optional cash payments,
divided by the applicable purchase price per share.
13. What will be the price of
shares of the Company’s common stock purchased under the
Plan?
The
purchase price for each share issued by the Company under the Plan out of its
authorized but unissued shares of its common stock will be an amount equal to
98% of the average of the high and low prices on the dividend payment date (for
reinvestment of dividends) or 98% of the average of the high and low prices on
the investment date (for optional cash payments) of the Company’s common stock
on the New York Stock Exchange.
The
purchase price for each share purchased by the Plan Administrator on the open
market will be an amount equal to the weighted average cost per share (including
brokerage commissions, if any) paid by the Plan Administrator for such purchases
on the dividend payment date (for reinvestment of dividends) or on the
investment date (for optional cash payments) of the Company’s common
stock.
14. What is the source of shares
purchased under the Plan?
Shares of
the Company’s common stock purchased under the Plan will generally be issued by
the Company out of its authorized but unissued shares of its common stock,
although the Company retains the option to direct the Plan Administrator to
purchase shares of the Company’s common stock in the open market.
15. How are optional cash
payments made?
Optional
cash payments from existing shareholders may be made at any time and in varying
amounts of not less than $100.00 per month and not more than $10,000 per
month. A shareholder may make an optional cash payment when enrolling
in the Plan by enclosing a check (made payable to American Stock Transfer &
Trust Company LLC) with the Enrollment Application. Thereafter,
optional cash payments may be submitted with the cash investment and other
transaction form on the bottom of each statement of
holdings. Participants may also establish a monthly automatic debit
of their authorized bank accounts. In addition, Participants may
invest online at www.amstock.com. To invest online, simply access
“Shareholder Account Access” and follow the prompt. A Participant
seeking to invest online will need to know the Participant’s ten digit account
number as well as the Participant’s social security number to gain access to the
Participant’s Plan account.
Interested
investors that are not shareholders of the Company, but are submitting an
Enrollment Application, must enclose an initial investment of not less than
$500.00 and not more than $10,000 to purchase shares of the Company’s common
stock. In addition, interested investors may invest online at
www.amstock.com. To invest online, simply access “Invest Online” and
follow the prompt.
In its
sole discretion, the Company may waive the maximum limitations on optional cash
payments by existing shareholders and initial purchases by interested investors
that are not shareholders of the Company.
16. May Participants have
additional investments automatically deducted from a bank
account?
Participants
may authorize monthly automatic deductions from an account at a financial
institution that is a member of the National Automated Clearing House
Association. To authorize monthly automatic deductions, Participants
should complete the applicable section of the Enrollment
Application by indicating the dollar amount, the type of bank account,
their bank account number, the name of the bank account and the U.S. Bank
routing number and returning it to the Plan Administrator with a voided blank
check or savings deposit slip attached. In order to be effective for
a particular month, a Participant's authorization of monthly automatic
deductions must be received by the Plan Administrator on or before the last
business day of the month prior. Funds will be debited from the
Participant’s applicable bank account on the 25th of each month or the next
business day and will be invested on
the next
investment date shares are purchased. A Participant may terminate an
automatic monthly withdrawal of funds or change the dollar amount, the bank
account number, or the bank routing number by writing to the Plan Administrator
at the address provided in Question 4 above. Any changes or
terminations will take effect in the same month, provided the request is
received by the Plan Administrator at least seven business days prior to the
date of the scheduled deduction.
17. How are payments with
“returned funds” handled?
In the
event that any deposit is returned unpaid for any reason, the Plan Administrator
will consider the request for investment of such money null and void and shall
immediately remove from the Participant’s Plan account shares, if any, purchased
upon the prior credit of such money. The Plan Administrator shall thereupon be
entitled to sell these shares to satisfy any uncollected amounts. If the net
proceeds of the sale of such shares are insufficient to satisfy the balance of
such uncollected amounts, the Plan Administrator shall be entitled to sell such
additional shares from the Participant’s Plan account to satisfy the uncollected
balance. A $25.00 fee will be charged for any deposit returned
unpaid. Additional shares will be sold from the Participant’s Plan
account in order to satisfy the returned check fee.
Reports
to Participants
18. What kinds of reports will
be sent to Participants in the Plan?
Shareholders
who participate in the Plan through the reinvestment of dividends will be sent a
quarterly statement of their accounts and persons who participate through the
investment of optional cash payments will be sent a transactional statement
after each investment. These statements of holdings will show any
cash dividends and optional cash payments received, the number of shares
purchased, the purchase price for the shares, the number of shares held for the
Participant by the Plan Administrator, the number of shares registered in the
name of the Participant, and an accumulation of the transactions for the
calendar year to date. Quarterly statements will be mailed as soon as
practicable after the close of each quarter, and transactional statements will
be mailed as soon as practicable after the transaction has been
completed. These statements are a Participant’s continuing record of
the cost of its purchases and should be retained for income tax
purposes. The Plan Administrator will also send statements as soon as
practicable after any other activity occurs on a Plan account such as a
transfer, deposit, withdrawal or sale.
In
addition, each Participant will receive copies of the same communications sent
to every other holder of shares of the Company’s common stock, including the
Company’s Annual Report, Notice of Annual Meeting and Proxy Statement and income
tax information for reporting distributions (including dividends) paid by the
Company. Please notify the Plan Administrator promptly either in
writing, by telephone or by visiting the Plan Administrator’s website at
www.amstock.com if your address changes.
Dividends
19. How are dividends credited
to Participants’ accounts under the Plan?
On shares
of the Company’s common stock for which a Participant has directed that
dividends be reinvested, cash dividends will automatically be credited to a
Participant’s Plan account and reinvested in additional shares of the Company’s
common stock. Participants who do not elect dividend reinvestment
will receive cash dividends, if declared, by check as
usual. Shareholders who do not participate in the Plan will receive
cash dividends, if declared, by check as usual.
20. Will Participants be
credited with dividends on fractions of shares?
Yes, and
dividends will be paid on fractions of shares.
21. Will certificates be issued
for shares of Cedar common stock purchased under the Plan?
Unless
requested by a Participant, certificates for shares of the Company’s common
stock purchased under the Plan will not be issued. Shares will be
held in the name of the Plan Administrator or its nominees. The
number of shares credited to a Participant’s account under the Plan will be
shown on such Participant’s statement of holdings. This service
protects against loss, theft or destruction of stock certificates.
Participants
may obtain a certificate (at no cost) for any number of whole shares credited to
an account under the Plan by contacting the Plan Administrator at 877-833-6706,
utilizing the cash investment and other transaction form attached to each
statement or visiting the Plan Administrator’s website at
www.amstock.com. Certificates are normally issued to Participants
within five business days after receipt of the request. The remaining
whole shares and fractions of shares, if any, will continue to be credited to
the Participant’s Plan account. A request for issuance of Plan
shares, including issuance of all of the shares in a Participant’s Plan account,
will not constitute a termination of participation in the Plan by the
Participant. Termination may be effected only through the delivery to
the Plan Administrator of a notice of termination as outlined in Question 25,
“How does a Participant terminate participation in the Plan?”
Shares
held by the Plan Administrator for the account of a Participant may not be
pledged. A Participant who wishes to pledge such shares must request
that a certificate for such shares be issued in the Participant’s
name.
Certificates
for fractions of shares will not be issued under any circumstances.
22. In whose name will
certificates be issued?
A
Participant’s account under the Plan will be maintained in the name in which its
shares of the Company’s common stock were registered at the time the Participant
enrolled in the Plan. Consequently, if and when certificates for
shares held under the Plan are issued, such certificates will be issued only in
that name. Certificates will be issued for whole shares
only.
23. May Participants add their
certificate shares of Cedar common stock to their Plan account for
safekeeping?
At the
time of enrollment in the Plan or at any later time, Participants may use the
Plan’s certificate safekeeping service to deposit any Company common stock
certificates in their possession and registered in their names with the Plan
Administrator. To combine shares held in certificate form with shares
held through the Plan, Participants must complete the cash investment and other
transaction form from their statement of holdings or write a letter of
instruction and submit it with their certificates to Cedar Shopping Centers,
Inc. c/o American Stock Transfer & Trust Company LLC, 6201 15th Avenue,
Brooklyn, NY 11219. The certificates do not need to be
endorsed. Participants should send their stock certificates by
registered mail, return receipt requested, and insured for the value of the
stock since they bear the risk of loss in transit. There is a fee of
$7.50 for this service.
24. Can Participants transfer
shares that they hold in the Plan to someone else?
Yes. A
Participant may transfer ownership of some or all of its shares held through the
Plan. A Participant may contact the Plan Administrator at
877-833-6706 or visit the Plan Administrator’s website at www.amstock.com for
complete transfer instructions. A Participant will be asked to send
to the Plan Administrator written transfer instructions and to have its
signature “Medallion Guaranteed” by a financial institution. Most
banks and brokers participate in the Medallion Guarantee program. The
Medallion Guarantee program ensures that the individual signing is in fact the
owner of the shares in the Participant’s Plan account. A notary is
not sufficient.
A
Participant may transfer shares to new or existing shareholders of the
Company. However, a new Plan account will not be opened for a
transferee as a result of a transfer of less than one full share.
Termination
of Participation
25. How does a Participant
terminate participation in the Plan?
A
Participant may terminate participation in the Plan at any time by contacting
the Plan Administrator. At any time, the Plan Administrator can, for
any reason, in its sole discretion, require written confirmation of such a
transaction request. The Plan Administrator will honor a
Participant’s notice of termination within five business days of receipt of the
request. If the notice of termination is received more than three
business days prior to a dividend payment date, the account will be terminated
and dividends will be paid out in cash. If, however, the request to
terminate is received less than three business days prior to a dividend payment
date, then the dividend payable on such dividend payment date will be
reinvested, but each subsequent dividend will be paid out in cash on the
applicable dividend payment date. The Plan Administrator may
terminate a Participant’s Plan account for any
reason by
mailing a written notice of termination to the Participant 30 days prior to such
termination. The Plan account then will be terminated and all
subsequent dividends will be paid to the Participant. Upon
termination, certificates for whole shares credited to a Participant’s account
under the Plan will be issued to the Participant and a cash payment will be made
for any fractional share at the then current market price. However,
in the Participant’s notice of termination of participation in the Plan, the
Participant may, if the Participant desires, direct that all of the shares
credited to its account in the Plan, whether whole or fractional, be
sold. Such sales will be made in the open market and the price per
share will be the weighted average of all shares sold that day less a pro rata
share of brokerage commissions. Any brokerage fees, service fees,
transfer taxes and other transaction expenses in connection with effecting such
sales will be paid by the withdrawing Participant in accordance with the fee
schedule set forth in Question 11, “Are there any expenses associated with
participation in the Plan?” above. The proceeds of the sale, net of
such expenses, will be sent to the Participant. A service charge of
$15.00 will be assessed at the time a Participant withdraws from the
Plan.
Former
Participants may become Participants in the Plan again at any time by contacting
the Plan Administrator.
Sales
of Plan Shares
26. May a portion of a
Participant’s Plan shares be sold?
Participants
may sell all or a portion of their shares of the Company’s common stock held in
the Plan by contacting the Plan Administrator at 877-833-6706, completing and
submitting the cash investment and other transaction form or visiting the Plan
Administrator’s website at www.amstock.com. The Plan Administrator
will sell the requested number of shares for the Participant within five
business days. If, however, the request is to sell all shares held in
the Plan and the request is received less than three business days prior to a
dividend payment date, the Plan Administrator may not sell the shares until the
dividend is reinvested for that Participant’s Plan account. Shares
will be sold through independent securities brokers selected by the Plan
Administrator in its sole discretion. At any time, the Plan
Administrator can, for any reason, in its sole discretion, require written
confirmation of such a transaction request. Shares being sold for the
Participant may be aggregated with those of other Plan Participants who have
also requested sales. In that case, the Participant will receive
proceeds based on the weighted average sales price of all shares sold, less a
pro rata share of brokerage commissions. A check representing the
proceeds of the sale of shares less any applicable transfer and other taxes and
transaction expenses and commissions will be forwarded to the Participant as
soon as practicable after settlement of the sale. Once sale requests
are submitted to the Plan Administrator, the requests are binding and cannot be
retracted.
The Plan
Administrator is not able to accept instructions to sell on a specific day or at
a specific price. If Participants prefer to have complete control
over the exact timing and sales price, they can withdraw the shares they wish to
sell and arrange for the sale of these shares through a securities broker of the
Participant’s choice.
Tax
Consequences of Participation in the Plan
27. What are the federal income
tax consequences of participation in the Plan?
Under the
current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), participation in the Plan will generally
result in the following federal income tax consequences:
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a.
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In
general, a distribution on shares of the Company’s common stock will be
treated for federal income tax purposes as a distribution received by the
Participant notwithstanding that it is used to purchase additional shares
of the Company’s common stock pursuant to the Plan. The
treatment of distributions received will be as follows: (i) Participants
purchasing additional shares of the Company’s common stock through the
reinvestment of distributions will be treated as having received a
distribution equal to the number of such additional shares multiplied by
the average of the high and low prices of the Company’s common stock on
the New York Stock Exchange on the date of the distribution
notwithstanding that such shares may have been purchased from the Company
out of its authorized but unissued shares of its common stock at a
discounted rate equal to 98% of such average price and (ii) Participants
purchasing additional shares of the Company’s common stock through
optional cash payments may be treated as having received a distribution
equal to the excess, if any, of (A) the number of such additional shares
multiplied by the average of the high and low prices of the Company’s
common stock on the New York Stock Exchange
on
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the
investment date, over (B) the cash amount paid for such shares. In
addition, the amount of any brokerage fees or commissions incurred by the
Company on behalf of a Participant in connection with the purchases under the
Plan (“Brokerage Fees”) may also constitute a distribution to such Participant
for federal income tax purposes. Although the matter is not free from
doubt, the Company intends to take the position that costs of administering the
Plan paid by the Company do not constitute a distribution to the
Participants.
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b.
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A
Participant’s tax basis in shares of the Company’s common stock acquired
under the Plan will be equal to (i) the amount treated as a dividend for
federal income tax purposes in the case where additional shares of the
Company’s common stock are acquired through the reinvestment of dividends
and (ii) the sum of the price paid for such shares, including Brokerage
Fees, and the amount, if any, treated as a dividend for federal income tax
purposes where additional shares of the Company’s common stock are
acquired by existing Participants through optional cash
payments. Participants who are not existing shareholders and
who make an initial acquisition of shares of the Company’s common stock
through optional cash payments should have a tax basis in such shares
equal to the price paid for such shares, including Brokerage Fees,
included in income of the Participant. The Participant’s
holding period for shares of the Company’s common stock acquired under the
Plan will commence on the day after the investment
date.
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c.
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A
Participant will not realize any taxable income upon the receipt of a
certificate for full shares credited to the Participant’s Plan
account. A Participant will recognize gain or loss when a
fractional share interest is liquidated or when the Participant sells or
exchanges shares. Such gain or loss will equal the difference
between the amount which the Participant receives for such fractional
share interest or such shares and the tax basis
therefor.
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d.
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Dividend
distributions with respect to common stock that are not capital gains
dividends will generally be taxable as ordinary income to the extent made
out of the Company’s current or accumulated earnings and
profits. Currently, the highest marginal individual tax rate on
ordinary income is 35%, but this rate is scheduled to increase after
2010. A lower 15% tax rate for “qualified dividend income”
(currently in effect through 2010 under current law) will apply to
dividend distributions made to non-corporate shareholders out of the
Company’s current or accumulated earnings and profits (1) attributable to
certain dividends received by the Company from taxable corporations and
(2) to the extent attributable to income upon which the Company has paid
corporate income tax. In general, to qualify for the reduced
rate on qualified dividend income, a shareholder must hold the Company’s
stock for more than 60 days during the 121-day period beginning on the
date that is 60 days before the date on which the Company’s stock becomes
ex-dividend. Distributions to corporate shareholders, including
amounts deemed distributed to corporate Participants under (a) above, will
not be eligible for the corporate dividends-received deduction under the
Code. Distributions in excess of Company’s current or
accumulated earnings and profits would first reduce the tax basis of the
common stock to which the dividend is attributable to the extent of that
tax basis, and any excess over such tax basis would be treated as a gain
from the disposition of such stock.
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e.
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In
the event that the Company designates a part or the entire amount
distributed as a capital gain dividend, the amount so designated should be
treated by shareholders as long-term capital gain to the extent that such
amount does not exceed the Company’s actual net capital gain for the
taxable year. However, if a shareholder has a capital gain
dividend but disposes of all or part of his or her Company’s shares before
holding them for six months, any loss on the sale or exchange of those
shares is characterized as long-term capital loss, to the extent of the
long-term capital gain from the capital gain
dividend. Long-term capital gains are generally taxable at
maximum U.S. federal rate of 15% (through 2010) in the case of U.S.
shareholders who are individuals, and 35% in the case of U.S. shareholders
who are corporations. Capital gains dividends attributable to
the sale of depreciable real property held for more than 12 months are
subject to a 25% U.S. federal income tax rate for U.S. shareholders who
are individuals, to the extent of previously claimed depreciation
deduction.
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In the
case of Participants whose dividends are subject to withholding of federal
income tax, dividends will be reinvested less the amount of tax required to be
withheld.
The above
is intended only as a general discussion of the current U.S. federal income tax
consequences of participation in the Plan. Participants should
consult their own tax advisers regarding the federal and state income tax
consequences (including the effects of any changes in the law) of their
individual participation in the Plan.
Other
Information
28. What happens if the Company
issues a stock dividend or declares a stock split?
Any stock
dividends or stock splits distributed by the Company on the shares purchased for
and credited to the account of a Participant under the Plan will be added to the
Participant’s Plan account. Stock dividends or stock splits distributed on
shares owned and held outside the Plan by a Participant (including shares for
which a Participant has directed that cash dividends be reinvested) will be
mailed directly to such Participant in the same manner as to shareholders who
are not participating in the Plan.
In the
event the Company makes available to shareholders rights to purchase additional
shares of the Company’s common stock or other securities, such rights will be
made available to Participants based on the number of shares (including
fractional share interests to the extent practicable) held in their Plan
accounts and registered in their names on the record date established for
determining shareholders who are entitled to such rights.
Participants
should recognize that transaction processing may be either curtailed or
suspended until the completion of any stock dividend, stock split or corporate
action.
29. How will a Participant’s
shares be voted at meetings of shareholders?
The Plan
Administrator will forward, as soon as practicable, any proxy solicitation
materials to the Participant. The Plan Administrator will vote any
full and/or fractional shares of the Company’s common stock held in the
Participant’s Plan account and registered in the Participant’s name in
accordance with the Participant’s directions. If Participants sign
and return the proxy card and no voting instructions are given with respect to
any item on the proxy card, all of their shares will be voted in accordance with
the recommendations of the Company’s management. If a Participant
does not return a signed proxy to the Plan Administrator, or returns it
unsigned, the Plan Administrator will not vote such shares.
30. What is the responsibility
of Cedar and the Plan Administrator under the Plan?
Neither
the Company nor the Plan Administrator will be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claims of liability arising out of failure to terminate a Participant’s Plan
account upon such Participant’s death or adjudicated incompetence prior to the
receipt of notice in writing of such death or adjudicated incompetence, the
prices at which shares are purchased or sold for the Participant’s Plan account,
the times when purchases or sales are made or fluctuations in the market value
of the Company’s common stock. Neither the Company nor the Plan Administrator
has any duties, responsibilities or liabilities except those expressly set forth
in the Plan.
PARTICIPANTS
SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE A PROFIT OR PROTECT AGAINST A
LOSS ON THE SHARES PURCHASED BY A PARTICIPANT UNDER THE PLAN.
31. May the Plan be changed or
discontinued?
While the
Plan is intended to continue indefinitely, the Company reserves the right to
suspend or terminate the Plan at any time. The Company also reserves
the right to make modifications to the Plan. Notice of such suspension,
termination or modification will be sent to all Participants.
The
Company intends to use its best efforts to maintain the effectiveness of the
Registration Statement filed with the Commission covering the offer and sale of
the Company’s common stock under the Plan. However, the Company has no
obligation to offer, issue or sell the Company’s common stock to Participants
under the Plan if, at the time of the offer, issuance or sale, such Registration
Statement is for any reason not effective. Also, the Company may elect not to
offer or sell the Company’s common stock under the Plan to participants residing
in any jurisdiction or foreign country where, in the Company’s judgment, the
burden or expense of compliance with applicable blue sky or securities laws
makes such offer or sale there impracticable or inadvisable. In any of
these
circumstances,
dividends, if, as and when declared, will be paid in the usual manner to the
shareholders and any optional cash payments received from such shareholder will
be returned to such shareholder.
32. Can checks be written
against a Participant’s Plan account?
No. A
Participant may not draw checks or drafts against its Plan account.
USE
OF PROCEEDS
To the
extent that shares of the Company’s common stock are issued by the Company
pursuant to the Plan, the net proceeds from the sale of such common stock will
be used for general corporate purposes, which may include the repayment of
existing indebtedness, the development or acquisition of additional properties
as suitable opportunities arise and the renovation, expansion and improvement of
our existing properties. To the extent shares of the Company’s common
stock are purchased by the Plan Administrator in the open market pursuant to the
Plan, the Company will not receive any proceeds.
LEGAL
MATTERS
Stroock
& Stroock & Lavan LLP of New York, New York will pass upon the validity
of the issuance of the common stock offered hereby for us.
EXPERTS
The
consolidated financial statements of Cedar Shopping Centers, Inc. appearing in
Cedar Shopping Centers, Inc.’s Current Report on Form 8-K dated August 24,
2009, for the year ended December 31, 2008, including the schedule
appearing therein, and the effectiveness of Cedar Shopping Centers, Inc.’s
internal control over financial reporting as of December 31, 2008 appearing in
Cedar Shopping Centers, Inc.'s Annual Report (Form 10-K) for the year ended
December 31, 2008, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their reports thereon,
included therein, and incorporated herein by reference. Such
consolidated financial statements and schedule are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We file
reports, proxy statements and other information with the SEC. You may
inspect and copy any document that we file at the public reference rooms
maintained by the SEC in Washington, D.C., New York, New York and Chicago,
Illinois. Any documents we file may also be available at the SEC’s
site on the World Wide Web located at http://www.sec.gov. For a fee
you can obtain the documents by mail from the Public Reference Section of the
SEC at 100 F Street, N.E., Washington, D.C. 20549.
We have
filed with the SEC a Registration Statement on Form S-3 under the Securities Act
of 1933. This Prospectus does not contain all of the information set
forth in the registration statement.
CEDAR
SHOPPING CENTERS, INC.
DIVIDEND
REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
________________________________
PROSPECTUS
____________________________
February 5,
2010
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other
Expenses of Issuance and Distribution.
The
following sets forth the estimated expenses in connection with the issuance and
distribution of the securities being registered hereby, other than underwriting
discounts and commissions, all of which will be borne by the
Registrant:
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Securities
and Exchange Commission registration fee
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$2,356.47
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Printing
and engraving
expenses
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$10,000.00 |
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Legal
fees and
expenses
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$25,000.00 |
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Accounting
fees and
expenses
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$10,000.00 |
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Blue
Sky fees and
expenses
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$1,000.00 |
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Miscellaneous
expenses.
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$1,643.53
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Total
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$50,000.00
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Item
15. Indemnification
of Directors and Officers.
We are a
Maryland corporation. Our Articles of Incorporation contain a
provision limiting the liability of the directors and officers to the fullest
extent permitted by Section 5-349 of the Courts and Judicial Proceedings Code of
Maryland. Our Articles of Incorporation also contain a provision
permitted under Maryland General Corporation Law eliminating (with limited
exceptions) each director’s personal liability for monetary damages for breach
of any duty as a director. In addition, our Articles of Incorporation
and Bylaws allow us to indemnify our directors and officers from certain
liabilities and expenses, as well as advancement of costs, expenses and
attorneys’ fees, to the fullest extent permitted under Maryland General
Corporation Law. Such rights are contract rights fully enforceable by
each beneficiary thereof, and are in addition to, and not exclusive of, any
other right to indemnification.
Item
16. Exhibits.
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5
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—
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Opinion
of Stroock & Stroock & Lavan LLP as to the legality of the common
stock registered hereunder.
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23.1
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—
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Consent
of Stroock & Stroock & Lavan LLP (included in Exhibit
5).
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23.2
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—
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Consent
of Ernst & Young LLP.
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24
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—
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Power
of Attorney (included on Page
II-4).
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Item
17.
Undertakings.
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(a)
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The
undersigned Registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to the registration
statement;
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum offering price
set forth in the “Calculation of Registration Fee” table in the effective
registration statement;
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
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Provided,
however, that subparagraphs (i), (ii) and (iii) above shall not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in the periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement, or is contained in a
prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(4)
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That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
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(i)
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Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
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(ii)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of
the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior
to such effective date.
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(5)
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That,
for the purpose of determining liability of the Registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned Registrant undertakes that in a primary
offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such
purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned Registrant or used or referred to by the undersigned
Registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant;
and
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(iv)
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Any
other communication that is an offer in the offering made by the
undersigned Registrant to the
purchaser.
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(b)
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The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. If a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such
issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Port
Washington, State of New York, on February 5, 2010.
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CEDAR
SHOPPING CENTERS, INC.
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By:
|
/s/
Leo S. Ullman
|
|
|
Leo
S. Ullman
Chairman
of the Board
|
POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Leo S. Ullman, Brenda J. Walker and Lawrence E.
Kreider, Jr., and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) of and supplements to this Registration
Statement and any Registration Statement relating to any offering made pursuant
to this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorneys-in-fact and agents and each of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, to all intents and
purposes and as fully as they might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
|
Signature
|
Title
|
Date
|
|
/s/ Leo S.
Ullman
Leo
S. Ullman
|
Chief
Executive Officer (Principal Executive Officer), Chairman of the
Board
|
February
5, 2010
|
| |
|
|
|
/s/ Lawrence E.
Kreider,
Jr.
Lawrence
E. Kreider, Jr.
|
Chief
Financial Officer (Principal Financial Officer)
|
February
5, 2010
|
| |
|
|
|
/s/
Gaspare J. Saitta, II
Gaspare
J. Saitta, II
|
Chief
Accounting Officer (Principal Accounting Officer)
|
February
5, 2010
|
| |
|
|
|
/s/ James J.
Burns
James
J. Burns
|
Director
|
|
| |
|
|
|
/s/ Rags
Davloor
Rags
Davloor
|
Director
|
|
|
Richard
Homburg
|
Director |
February
__, 2010
|
| |
|
|
|
/s/ Pamela N.
Hootkin
Pamela
N. Hootkin
|
Director
|
|
| |
|
|
|
/s/ Everett B.
Miller
Everett
B. Miller, III
|
Director
|
|
| |
|
|
|
/s/ Roger M.
Widmann
Roger
M. Widmann
|
Director
|
|
EXHIBIT
INDEX
|
Exhibits
|
Description
|
Page
|
|
5
|
—
|
Opinion
of Stroock & Stroock & Lavan LLP as to the legality of the common
stock registered hereunder.
|
|
|
23.1
|
—
|
Consent
of Stroock & Stroock & Lavan LLP (included in Exhibit
5).
|
|
|
23.2
|
—
|
Consent
of Ernst & Young LLP.
|
|
|
24
|
—
|
Power
of Attorney (included on Page II-4).
|
|