<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1999
REGISTRATION NO. 333-64391
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
INLAND RETAIL REAL ESTATE TRUST, INC.
(Exact name of registrant as specified in governing instruments)
------------------------
2901 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60523
(Address of principal executive offices)
------------------------
ROBERT H. BAUM, ESQ.
VICE CHAIRMAN, EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
THE INLAND GROUP, INC.
2901 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60523
(Name and address of agent for service)
------------------------
WITH A COPY TO:
ROGER G. FEIN
WILDMAN, HARROLD, ALLEN & DIXON
225 WEST WACKER DRIVE
SUITE 2800
CHICAGO, ILLINOIS 60606-1229
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 31. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............. $ 165,790
NASD Filing Fee................................................. 30,500
Printing and Mailing Expenses................................... 232,000*
Blue Sky Fees and Expenses...................................... 117,000*
Legal Fees and Expenses......................................... 482,000*
Accounting Fees and Expenses.................................... 31,700*
Advertising and Sales Literature................................ 94,000*
Due Diligence................................................... 143,000*
Miscellaneous................................................... 47,000*
---------
Total......................................................... $1,342,990*
---------
---------
</TABLE>
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* estimated
ITEM 32. SALES TO SPECIAL PARTIES.
Due to lower administrative costs, and in connection with the performance of
services, employees, Directors and associates of the Company and its Affiliates,
the Advisor, Affiliates of the Advisor, the Dealer Manager or their respective
officers and employees and certain of their affiliates, will be permitted to
purchase Shares net of sales commissions and the Marketing Contribution and Due
Diligence Expense Allowance Fee or for $9.05 per Share. Also, (i) Soliciting
Dealers and their respective officers and employees and certain of their
respective affiliates who request and are entitled to purchase Shares net of
selling commissions, and (ii) investors who have contracts for investment
advisory and related brokerage services that include a fixed or "wrap" fee
feature, may make an initial purchase of Shares net of sales commissions or for
$9.30 per Share; however, any subsequent purchases of Shares by any such persons
are limited to a maximum discount of 5%. Independent Directors initially will be
granted options to purchase Shares under the Company's Independent Director
Stock Option Plan at an exercise price of $9.05 per Share. Stockholders will be
allowed to purchase Shares pursuant to the Company's DRP for 95% of the Market
Price or initially for $9.50 per Share. Subscriber's to Shares which are
entitled to volume discounts will pay reduced selling commissions. See
"Compensation Table--Nonsubordinated Payments--For and in Connection With the
Offering," "Management--Independent Director Stock Option Plan," and "Plan of
Distribution--Volume Discounts" and "--Other Discounts."
ITEM 33. RECENT SALES OF UNREGISTERED SECURITIES.
In September 1998, Inland Real Estate Advisory Services, Inc. (the
"Advisor") purchased from the Company 20,000 Shares for $10 per Share, for an
aggregate purchase price of $200,000, in connection with the organization of the
Company. The Advisor also made a capital contribution to Inland Retail Real
Estate Limited Partnership (the "Operating Partnership") in the amount of $2,000
in exchange for 200 LP Common Units of the Operating Partnership. The 200 LP
Common Units received by the Advisor may be exchanged, at the option of the
Advisor, for 200 Shares identical to those being offered pursuant to the
Prospectus included in this Registration Statement, subject to the option of the
Company to pay cash in lieu of such Shares. No sales commission or other
consideration was paid in connection with such sales, which were consummated
without registration under the Securities Act of 1933, as amended (the "Act"),
in reliance upon the exemption from registration in Section 4(2) of the Act as
transactions not involving any public offering.
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<PAGE>
ITEM 34. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XV of the Company's Articles provides as follows:
SECTION 3. INDEMNIFICATION
(a) Subject to paragraphs (b), (c) and (d) of this Section 3, the Company
shall, to the fullest extent permitted by Maryland statutory or decisional law,
as amended or interpreted and, without limiting the generality of the foregoing,
in accordance with Section 2-418 of the Maryland General Corporation Law,
indemnify and pay, advance, or reimburse reasonable expenses to any Director,
officer, employee and agent of the Company and the Advisor and its Affiliates
(each an "Indemnified Party").
(b) As long as the Company qualifies as a REIT, it shall not indemnify nor
pay, advance or reimburse expenses to an Indemnified Party unless: (i) the
Indemnified Party has determined, in good faith, that the course of conduct
which caused the loss or liability was in the best interest of the Company; (ii)
the Indemnified Party was acting on behalf of or performing services on the part
of the Company; (iii) such liability or loss was not the result of negligence or
misconduct on the part of the Indemnified Party except that in the event the
Indemnified Party is or was in Independent Director, such liability or loss
shall not have been the result of gross negligence or willful misconduct; and
(iv) such indemnification or agreement to be held harmless is recoverable only
out of the Net Assets of the Company and not from the Stockholders.
(c) As long as the Company qualifies as a REIT and notwithstanding anything
to the contrary in Section 3(b) of this Article XV, the Company shall not
indemnify a Director, officer, employee or agent of the Company or the Advisor
or its Affiliates for losses, liabilities or expenses arising from or out of an
alleged violation of federal or state securities laws by such party unless one
or more of the following conditions are met: (i) there has been a successful
adjudication on the merits of each count involving alleged securities law
violations as to the particular Indemnified Party; (ii) such claims have been
dismissed with prejudice on the merits by a court of competent jurisdiction as
to the particular Indemnified Party; or (iii) a court of competent jurisdiction
approves a settlement of the claims and finds that indemnification of the
settlement and related costs should be made and the court considering the
request has been advised of the position of the Securities and Exchange
Commission (the "Commission") and the published opinions of any state securities
regulatory authority in which securities of the Company were offered or sold as
to indemnification for violations of securities laws.
(d) The Company may advance amounts to an Indemnified Party for legal and
other expenses and costs incurred as a result of any legal action for which
indemnification is being sought only in accordance with Section 2-418 of the
Maryland General Corporation Law, and, as long as the Company qualifies as a
REIT, only if all of the following conditions are satisfied: (i) the legal
action relates to acts or omissions with respect to the performance of duties or
services by the Indemnified Party for or on behalf of the Company; (ii) the
legal action is initiated by a third party who is not a Stockholder or the legal
action is initiated by a Stockholder acting in his or her capacity as such and a
court of competent jurisdiction specifically approves such advancement; and
(iii) the Indemnified Party receiving such advances undertakes in writing to
repay the advanced funds to the Company, together with the applicable legal rate
of interest thereon, in cases in which such party is found not to be entitled to
indemnification.
(e) The Company shall have the power to purchase and maintain insurance or
provide similar protection on behalf of an Indemnified Party against any
liability asserted which was incurred in any such capacity with the Company or
arising out of such status; provided, however, that the Company shall not incur
the costs of any liability insurance which insures any person against liability
for which he, she or it could not be indemnified under these Articles. Nothing
contained herein shall constitute a waiver by any Indemnified Party of any right
which he, she or it may have against any party under federal or state securities
laws. The Company shall also have power to enter into any contract for indemnity
and
II-2
<PAGE>
advancement of expenses with an officer, employee or agent who is not a Director
to such further extent consistent with law.
The Bylaws provide that neither the amendment, nor the repeal, nor the
adoption of any other provision of the Articles or the Bylaws will apply to or
affect, in any respect, the Indemnitee's right to indemnification for actions or
failures to act which occurred prior to such amendment, repeal or adoption.
To the extent that the indemnification may apply to liabilities arising
under the Act, the Company has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is contrary to public
policy and, therefore, unenforceable.
The Company intends to enter into separate indemnification agreements with
each of the Company's Directors and certain of its executive officers. The
indemnification agreements will require, among other things, that the Company
indemnify its Directors and officers to the fullest extent permitted by law, and
advance to the Directors and officers all related expenses, subject to
reimbursement if it is subsequently determined that indemnification is not
permitted. The Company also must indemnify and advance all expenses incurred by
Directors and officers seeking to enforce their rights under the indemnification
agreements and cover Directors and officers under the Company's Directors' and
officers' liability insurance, if any. Although the form of indemnification
agreement offers substantially the same scope of coverage afforded by provisions
in the Articles and the Bylaws, as a contract, it cannot be unilaterally
modified by the Board or by the Stockholders to eliminate the rights it
provides.
ITEM 35. TREATMENT OF PROCEEDS FROM STOCK BEING REGISTERED.
Inapplicable.
ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS.
<TABLE>
<S> <C>
(a) FINANCIAL STATEMENTS
Independent Auditors' Report--Relating to the Company's Consolidated Balance Sheet
Consolidated Balance Sheet at September 18, 1998 and Notes thereto
Independent Auditors' Report--Relating to Lake Olympia Square.
Historical Summary of Gross Income and Direct Operating Expenses for the year ended
December 31, 1997 of Lake Olympia Square and Notes thereto
Historical Summary of Gross Income and Direct Operating Expenses (unaudited) for the
nine months ended September 30, 1998 of Lake Olympia Square and Notes thereto
Independent Auditors' Report--Relating to Lake Walden Square
Historical Summary of Gross Income and Direct Operating Expenses for the year ended
December 31, 1997 of Lake Walden Square and Notes thereto
Historical Summary of Gross Income and Direct Operating Expenses (unaudited) for the
nine months ended September 30, 1998 of Lake Walden Square and Notes thereto
Independent Auditors' Report--Relating to Merchants Square Shopping Center
Historical Summary of Gross Income and Direct Operating Expenses for the year ended
December 31, 1997 of Merchants Square Shopping Center and Notes thereto
Historical Summary of Gross Income and Direct Operating Expenses (unaudited) for the
nine months ended September 30, 1998 of Merchants Square Shopping Center and Notes
thereto
Pro Forma Consolidated Balance Sheet (unaudited) at September 30, 1998 and Notes
thereto
Pro Forma Statement of Operations (unaudited) for the nine months ended September 30,
1998 and Notes thereto
Pro Forma Statement of Operations (unaudited) for the year ended December 31, 1997
and Notes thereto
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C> <C>
(b) EXHIBITS
</TABLE>
(i) The following documents are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Dealer Manager Agreement by and between Inland Retail Real Estate Trust, Inc. and
Inland Securities Corporation.***
1.2 Form of Soliciting Dealers Agreement by and between Inland Securities Corporation and the
Soliciting Dealers.**
1.3 Form of Warrant Purchase Agreement by and between Inland Retail Real Estate Trust, Inc. and
Inland Securities Corporation.**
3.1 Second Articles of Amendment and Restated Charter of Inland Retail Real Estate Trust,
Inc.****
3.2 Amended and Restated Bylaws of Inland Retail Real Estate Trust, Inc.***
4.1 Form of Agreement of Limited Partnership of Inland Retail Real Estate Limited
Partnership.**
4.2 Specimen Certificate for the Shares.*
5 Form of Opinion of Brown & Wood LLP as to the legality of the Shares being registered.****
8 Form of Opinion of Wildman, Harrold, Allen & Dixon as to tax matters.**
10.1 Form of Escrow Agreement by and among Inland Retail Real Estate Trust, Inc., Inland
Securities Corporation and LaSalle National Bank, N.A.****
10.2 Form of Advisory Agreement by and between Inland Retail Real Estate Trust, Inc. and Inland
Retail Real Estate Advisory Services, Inc.*
10.3 Form of Master Management Agreement, including the form of Management Agreement for each
Property by and between Inland Retail Real Estate Trust, Inc. and Inland Southeast Property
Management Corp.*
10.4 Form of Property Acquisition Service Agreement by and among Inland Retail Real Estate
Trust, Inc., Inland Retail Real Estate Advisory Services, Inc., Inland Real Estate
Corporation, Inland Real Estate Advisory Services, Inc., and Inland Real Estate
Acquisitions, Inc.*
10.5 Form of the Company's Independent Director Stock Option Plan.**
10.6 Form of Indemnification Agreement by and between Inland Retail Real Estate Trust, Inc. and
its directors and executive officers.****
23.1 Consent of KPMG LLP dated February 10, 1999.
23.2 Consent of Brown & Wood LLP dated February 10, 1999.
23.3 Consent of Wildman, Harrold, Allen & Dixon dated February 10, 1999.
24 Power of Attorney (included on signature page to the Registration Statement).
* Previously filed with the initial filing of this Registration Statement on September 28,
1998.
** Previously filed with Amendment No. 1 to this Registration Statement on January 7, 1999.
*** Previously filed with Amendment No. 2 to this Registration Statement on January 28, 1999.
**** Previously filed with Amendment No. 3 to this Registration Statement on February 9, 1999.
</TABLE>
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<PAGE>
ITEM 37. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) 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; and
(iii) 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
B. The Registrant undertakes to send to each Stockholder at least on an
annual basis a detailed statement of any transactions with the Advisor or its
Affiliates, and of fees, commissions, compensation and other benefits paid or
accrued to the Advisor or its Affiliates for the fiscal year completed, showing
the amount paid or accrued to each recipient and the services performed.
C. The Registrant undertakes to provide to the Stockholders the financial
statements required by Form 10-K for the first full fiscal year of operations of
the Company.
D. The Registrant hereby undertakes to send to the Stockholders, within 60
days after the close of each quarterly fiscal period, the information specified
by Form 10-Q, if such report is required to be filed with the Securities and
Exchange Commission.
E. The Registrant undertakes to file a sticker supplement pursuant to Rule
424(c) under the Act during the distribution period describing each Property not
identified in the Prospectus at such time as there arises a reasonable
probability that such Property will be acquired and to consolidate all such
stickers into a post-effective amendment filed at least once every three months,
with the information contained in such amendment provided simultaneously to the
existing Stockholders. Each sticker supplement should also disclose all
compensation and fees received by the Advisor and its Affiliates in connection
with any such acquisition. The post-effective amendment shall include audited
financial statements meeting the requirements Rule 3-14 of Regulation S-X only
for Properties acquired during the distribution period.
The Registrant also undertakes to file, after the end of the distribution
period, a current report on Form 8-K containing the financial statements and
additional information required by Rule 3-14 of Regulation S-X, to reflect each
commitment (I.E., the signing of a binding purchase agreement) made after the
end of the distribution period involving the use of 10% or more (on a cumulative
basis) of the net proceeds of the offering and to provide the information
contained in such report to the Stockholders at least once each quarter after
the distribution period of the offering has ended. The Registrant undertakes to
include, in filings containing financial statements of the Company, separate
audited financial statements for any Creditworthy Tenant that leases a Property
owned by Company on a Triple-Net Lease Basis if the cost of that Property to the
Company represents 20% or more of the Gross Proceeds of the Offering.
II-5
<PAGE>
F. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant, 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 Act
and is, therefore, unenforceable. In the event that 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 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 Act and will be governed by the final adjudication of
such issue.
Prior Performance Table--Table VI. Acquisitions of Properties by Programs.
TABLE VI
ACQUISITION OF PROPERTIES BY PROGRAMS (A)
(000'S OMITTED, EXCEPT FOR SQUARE FEET OR ACRES)
Table VI presents information concerning the acquisition of real properties
by real estate limited partnerships and a real estate investment trust sponsored
by Inland Real Estate Investment Corporation ("IREIC") in the three years ended
December 31, 1997. The detail provided with respect to each acquisition includes
the property size, location, purchase price and the amount of mortgage
financing. This information is intended to assist the prospective investor in
evaluating the property mix as well as the terms involved in acquisitions by
prior partnerships and a real estate investment trust sponsored by IREIC.
II-6
<PAGE>
TABLE VI--(CONTINUED)
ACQUISITIONS OF PROPERTIES BY PROGRAMS (A)
(000'S OMITTED, EXCEPT FOR NUMBER OF SQUARE FEET OR ACRES)
<TABLE>
<CAPTION>
PURCHASE MORTGAGE
NUMBER OF PRICE PLUS FINANCING
SQUARE DATE OF ACQUISITION AT DATE OF CASH DOWN
PROPERTY FEET/ ACRES PURCHASE FEE PURCHASE PAYMENT
- ----------------------------------------------------------------- ----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Purchased by Inland Real Estate Corporation:
Walgreens, Decatur, IL........................................... 13,500 01/31/95 1,209 759 449
Eagle Crest Shopping Center, Naperville, IL...................... 67,650 03/01/95 4,806 2,350 2,456
Hartford/Naperville Plaza Naperville, IL......................... 43,862 09/14/95 4,550 - 4,550
Montgomery-Goodyear, Montgomery, IL.............................. 12,863 09/14/95 1,140 - 1,140
Nantucket Square, Schaumburg, IL................................. 56,980 09/20/95 4,304 - 4,304
Antioch Plaza, Antioch, IL....................................... 19,810 12/28/95 1,750 - 1,750
Mundelein Plaza, Mundelein, IL................................... 67,896 03/29/96 5,650 - 5,650
Regency Point, Lockport, IL...................................... 54,875 04/05/96 5,700 4,473 1,227
Montgomery-Sears, Montgomery, IL................................. 34,600 06/17/96 3,459 - 3,459
Prospect Heights, Prospect Hts, IL............................... 28,080 06/17/96 2,165 - 2,165
Zany Brainy, Wheaton, IL......................................... 12,499 07/01/96 2,455 - 2,455
Salem Square, Countryside, IL.................................... 112,310 08/02/96 6,174 - 6,174
Hawthorn Village, Vernon Hills, IL............................... 98,686 08/15/96 8,450 - 8,450
Six Corners, Chicago, IL......................................... 80,650 10/18/96 5,970 - 5,970
Spring Hill Fashion Corner West Dundee, IL....................... 125,198 11/13/96 9,200 - 9,200
Grand and Hunt Club, Gurnee, IL.................................. 21,222 12/24/96 3,592 - 3,592
Quarry Outlot, Hodgkins, IL...................................... 9,650 12/24/96 1,800 - 1,800
Crestwood Plaza, Crestwood, IL................................... 20,044 12/27/96 1,809 - 1,809
Lansing Square, Lansing, IL...................................... 223,508 12/31/96 16,270 - 16,270
Park St. Claire, Schaumburg, IL.................................. 11,859 12/31/96 1,525 - 1,525
Summit of Park Ridge, Park Ridge, IL............................. 33,252 12/31/96 3,184 - 3,184
Maple Park Place, Bolingbrook, IL................................ 220,095 01/09/97 15,262 - 15,262
Lincoln Park Place, Chicago, IL.................................. 10,678 01/23/97 2,100 - 2,100
Aurora Commons, Aurora, IL....................................... 127,292 01/23/97 11,535 8,602 2,933
Niles Shopping Center, Niles, IL................................. 26,117 04/11/97 3,235 - 3,235
<CAPTION>
OTHER CASH TOTAL
EXPENDITURES ACQUISITION
PROPERTY CAPITALIZED(A) COST(B)
- ----------------------------------------------------------------- --------------- -----------
<S> <C> <C>
Purchased by Inland Real Estate Corporation:
Walgreens, Decatur, IL........................................... - 1,209
Eagle Crest Shopping Center, Naperville, IL...................... 127 4,933
Hartford/Naperville Plaza Naperville, IL......................... (119) 4,431
Montgomery-Goodyear, Montgomery, IL.............................. (1) 1,139
Nantucket Square, Schaumburg, IL................................. (116) 4,188
Antioch Plaza, Antioch, IL....................................... (242) 1,508
Mundelein Plaza, Mundelein, IL................................... (43) 5,607
Regency Point, Lockport, IL...................................... 1 5,701
Montgomery-Sears, Montgomery, IL................................. (25) 3,434
Prospect Heights, Prospect Hts, IL............................... 3 2,168
Zany Brainy, Wheaton, IL......................................... 10 2,465
Salem Square, Countryside, IL.................................... (7) 6,167
Hawthorn Village, Vernon Hills, IL............................... 104 8,554
Six Corners, Chicago, IL......................................... 12 5,982
Spring Hill Fashion Corner West Dundee, IL....................... 13 9,213
Grand and Hunt Club, Gurnee, IL.................................. (52) 3,540
Quarry Outlot, Hodgkins, IL...................................... 9 1,809
Crestwood Plaza, Crestwood, IL................................... 5 1,814
Lansing Square, Lansing, IL...................................... 2 16,272
Park St. Claire, Schaumburg, IL.................................. 8 1,533
Summit of Park Ridge, Park Ridge, IL............................. (8) 3,176
Maple Park Place, Bolingbrook, IL................................ 84 15,346
Lincoln Park Place, Chicago, IL.................................. 7 2,107
Aurora Commons, Aurora, IL....................................... 8 11,543
Niles Shopping Center, Niles, IL................................. 1 3,236
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PURCHASE MORTGAGE
NUMBER OF PRICE PLUS FINANCING
SQUARE DATE OF ACQUISITION AT DATE OF CASH DOWN
PROPERTY FEET/ ACRES PURCHASE FEE PURCHASE PAYMENT
- --------------------------------------------------------------- ----------- --------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Mallard Crossing, Elk Grove Village, IL........................ 82,949 05/06/97 8,100 - 8,100
Cobblers Crossing, Elgin, IL................................... 102,643 05/06/97 10,953 - 10,953
Ameritech, Joliet, IL.......................................... 4,504 05/09/97 1,045 - 1,045
Dominicks-Schaumburg, Schaumburg, IL........................... 70,300 05/29/97 10,681 - 10,681
Calumet Square, Calumet, IL.................................... 39,936 06/02/97 2,066 - 2,066
Dominicks-Highland Park, Highland Park, IL..................... 70,300 06/16/97 12,790 - 12,790
Sequoia Shopping Center, Milwaukee, WI......................... 35,253 06/16/97 3,010 - 3,010
Riversquare Shopping Center, Naperville, IL.................... 58,566 06/19/97 6,100 - 6,100
Rivertree Court, Vernon Hills, IL.............................. 299,055 07/17/97 31,750 15,700 16,050
Shorecrest Plaza, Racine, WI................................... 91,177 07/25/97 5,956 - 5,956
Dominicks-Glendale Heights, Glendale Heights, IL............... 68,923 09/30/97 8,196 - 8,196
Party City, Oak Brook Terrace, IL.............................. 10,000 11/06/97 1,975 - 1,975
Eagle Country Market, Roselle, IL.............................. 42,283 11/26/97 2,900 - 2,900
Dominicks-Countryside, Countryside, IL......................... 62,344 12/15/97 2,300 - 2,300
Terramere Plaza, Arlington Hts., IL............................ 40,965 12/19/97 4,405 - 4,405
Wilson Plaza, Batavia, IL...................................... 11,160 12/22/97 1,300 - 1,300
Iroquois Center, Naperville, IL................................ 141,000 12/29/97 11,900 - 11,900
Fashion Square, Skokie, IL..................................... 84,771 12/30/97 9,255 6,200 3,055
Naper West, Naperville, IL..................................... 165,262 12/30/97 14,850 - 14,850
----------- ----------- ----------- ----------
Subtotal....................................................... 3,014,567 $ 276,826 $ 38,084 $ 238,742
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
Purchased by Inland Capital Fund, L.P.:
Parcel #18 - Kendall County, Illinois.......................... 387 Acres 11/02/95 1,028 0 1,028
----------- ----------- ----------- ----------
Subtotal....................................................... 387 Acres $ 1,028 $ 0 $ 1,028
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
<CAPTION>
OTHER CASH TOTAL
EXPENDITURES ACQUISITION
PROPERTY CAPITALIZED(A) COST(B)
- --------------------------------------------------------------- --------------- -----------
<S> <C> <C>
Mallard Crossing, Elk Grove Village, IL........................ (12) 8,088
Cobblers Crossing, Elgin, IL................................... (56) 10,897
Ameritech, Joliet, IL.......................................... 11 1,056
Dominicks-Schaumburg, Schaumburg, IL........................... 4 10,685
Calumet Square, Calumet, IL.................................... 4 2,070
Dominicks-Highland Park, Highland Park, IL..................... 6 12,796
Sequoia Shopping Center, Milwaukee, WI......................... 1 3,011
Riversquare Shopping Center, Naperville, IL.................... (18) 6,082
Rivertree Court, Vernon Hills, IL.............................. (230) 31,520
Shorecrest Plaza, Racine, WI................................... (74) 5,882
Dominicks-Glendale Heights, Glendale Heights, IL............... 12 8,208
Party City, Oak Brook Terrace, IL.............................. 5 1,980
Eagle Country Market, Roselle, IL.............................. 2 2,902
Dominicks-Countryside, Countryside, IL......................... - 2,300
Terramere Plaza, Arlington Hts., IL............................ (4) 4,401
Wilson Plaza, Batavia, IL...................................... (5) 1,295
Iroquois Center, Naperville, IL................................ 27 11,927
Fashion Square, Skokie, IL..................................... (39) 9,216
Naper West, Naperville, IL..................................... 70 14,920
----- -----------
Subtotal....................................................... (515) $ 276,311
----- -----------
----- -----------
Purchased by Inland Capital Fund, L.P.:
Parcel #18 - Kendall County, Illinois.......................... 33 1,061
----- -----------
Subtotal....................................................... $ 33 $ 1,061
----- -----------
----- -----------
</TABLE>
II-8
<PAGE>
TABLE VI--(CONTINUED)
ACQUISITION OF PROPERTIES BY PROGRAMS
NOTES TO TABLE VI
(A) "Other Cash Expenditures Capitalized" consists of improvements to the
property and acquisition expenses which are capitalized and paid or to be
paid from the proceeds of the offering. As part of several purchases, the
Company receives rent under master lease agreements on the spaces currently
vacant for periods ranging from one to two years or until the spaces are
leased. As these payments are received, they are recorded as a reduction in
the purchase price of the properties and have been netted against other cash
expenditures capitalized.
(B) "Total Acquisition Cost" is the sum of columns captioned "Purchase Price
Plus Acquisition Fee" and "Other Cash Expenditures Capitalized."
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-11 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oak Brook, State of Illinois, on the 10th day of
February, 1999.
<TABLE>
<S> <C> <C>
INLAND RETAIL REAL ESTATE TRUST, INC.
By: /s/ ROBERT D. PARKS
-----------------------------------------
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
II-10
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Roberta S. Matlin and Samuel A. Orticelli
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all pre- and
post-effective amendments to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their, his or her substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ ROBERT D. PARKS
- ------------------------------ Chairman, Chief Executive February 10, 1999
Robert D. Parks Officer and Director
/s/ BARRY L. LAZARUS
- ------------------------------ President, Chief Operating February 10, 1999
Barry L. Lazarus Officer and Director
/s/ ROBERTA S. MATLIN
- ------------------------------ Vice February 10, 1999
Roberta S. Matlin President-Administration
/s/ STEVEN D. SANDERS
- ------------------------------ Vice February 10, 1999
Steven D. Sanders President-Acquisitions
/s/ SAMUEL A. ORTICELLI
- ------------------------------ Secretary February 10, 1999
Samuel A. Orticelli
/s/ KELLY TUCEK
- ------------------------------ Treasurer and Chief February 10, 1999
Kelly Tucek Financial Officer
/s/ DANIEL K. DEIGHAN
- ------------------------------ Independent Director February 10, 1999
Daniel K. Deighan
/s/ MICHAEL S. ROSENTHAL
- ------------------------------ Independent Director February 10, 1999
Michael S. Rosenthal
/s/ KENNETH E. MASICK
- ------------------------------ Independent Director February 10, 1999
Kenneth E. Masick
</TABLE>
II-11
<PAGE>
The Board of Directors
Inland Retail Real Estate Trust, Inc.:
We consent to the use of our report dated September 18, 1998 related to the
Balance Sheet of Inland Retail Real Estate Trust, Inc., our report dated
April 30, 1998 related to the Historical Summary of Gross Income and Direct
Operating Expenses of Lake Walden Square for the year ended December 31,
1997, our report dated April 30, 1998 related to the Historical Summary of
Gross Income and Direct Operating Expenses of Lake Olympia Square for the
year ended December 31, 1997, and our report dated October 20, 1998 related to
the Historical Summary of Gross Income and Direct Operating Expenses of
Merchants Square Shopping Center for the year ended December 31, 1997,
included in the Registration Statement on Form S-11 filed by Inland Retail
Real Estate Trust, Inc. and to the reference to our firm under the heading
"Experts" in the Prospectus.
/s/ KPMG LLP
Chicago, Illinois
February 10, 1999
<PAGE>
Exhibit 23.2
CONSENT OF BROWN & WOOD LLP
Brown & Wood LLP hereby consents to the reference of our name under the
heading "Legal Matters" in this Prospectus constituting a part of this
Registration Statement on Form S-11.
/s/ BROWN & WOOD LLP
Washington, D.C.
February 10, 1999
<PAGE>
Exhibit 23.3
WILDMAN, HARROLD, ALLEN & DIXON
CONSENT OF WILDMAN, HARROLD, ALLEN & DIXON
Wildman, Harrold, Allen & Dixon hereby consents to the reference of our name
under the headings "Prospectus Summary--Risk Factors and Conflicts of
Interest--Tax Risks," in paragraph 8 under "Conflicts of Interest," "Federal
Income Tax Considerations" and "Legal Matters" in this Prospectus
constituting a part of this Registration Statement on Form S-11.
WILDMAN, HARROLD, ALLEN & DIXON
Chicago, Illinois
February 10, 1999
