UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 1, 2006
Cedar Shopping Centers, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 0-14510 | 42-1241468 |
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
| 44 South Bayles Avenue Port Washington, NY |
11050-3765 | |
| (Address of principal executive offices) |
(Zip Code) |
(516) 767-6492
(Registrant’s
telephone number,
including area code)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
 |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Items 2.02 and 7.01. Results of Operations and Financial Condition, and Regulation FD.
The information in this Current Report on Form 8-K is furnished under Item 2.02 – “Results of Operations and Financial Condition.” This information, including the exhibit attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
On February 1, 2006, Cedar Shopping Centers, Inc. (the “Company”) issued a press release adjusting its previously-announced guidance for 2005 and providing guidance for 2006. The text of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release dated February 1, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
CEDAR SHOPPING CENTERS, INC.
/s/ THOMAS J. O’KEEFFE
Thomas
J. O’Keeffe
Chief Financial Officer
(Principal financial officer)
Dated: February 1, 2006