WILDMAN, HARROLD, ALLEN & DIXON
225 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606-1229
(312) 201-2000
FAX: (312) 201-2555
ROGER G. FEIN
(312) 201-2536
E-mail: [email protected] August 2, 1999
VIA EDGAR AND FedEx
Mr. David M. Lynn, Special Counsel
United States Securities and Exchange Commission
450 Fifth Street, N.W., Mail Stop 4-9
Washington, DC 20549
Re: Inland Retail Real Estate Trust, Inc. (the "Company")
File No. 333-64391
Registration Statement on Form S-11
Dear Mr. Lynn:
On behalf of the Company, enclosed is a copy of the Company's Post-
Effective Amendment No. 1. It consists of the following:
1. Supplement No. 4 dated August 2, 1999 to the Company's Prospectus
dated February 11, 1999, which will be delivered as an unattached document
along with the Prospectus;
2. Sticker Supplement No. 4 dated August 2, 1999 to the Company's
Prospectus dated February 11, 1999, which will be affixed to the bottom
five inches of the cover page of the Prospectus so that it will not in any
way cover the bullet point risk factors on the cover page;
3. The Company's Prospectus dated February 11, 1999;
4. Part II; and
5. Signatures.
Supplement No. 4 combines, amplifies and updates the disclosures which
had been included in Supplements Nos. 1, 2 and 3 dated May 10, June 10 and
July 8, 1999, respectively. Therefore, Supplement No. 4 supersedes those
prior three Supplements. Supplement No. 4 also includes:
- appropriate information concerning a fourth property purchased since
the date of Supplement No. 3, Boynton Commons;
- appropriate financial statements for the Company and each of the four
properties now owned by the Company and pro forma financial statements
(which have been previously filed with Form 8-K Reports);
- an "Expert" section;
- updated Prospectus sections "Prior Performance of the Company's
Affiliates" (updated through June 30, 1999); "Management's Discussion and
Analysis of Financial Condition and Results of Operations" (updated
through March 31, 1999); and "Plan of Distribution" (updated through July
26, 1999); and
- updated Prior Performance Tables (Appendix A) (updated for the three
years ending December 31, 1998).
Part II is basically the same as the last amendment prior to
effectiveness of the registration statement, except it has been put in
plain English, and except for the following:
- the Item 31 expenses have been updated through June 30, 1999;
- the financial statements filed as part of Post-Effective Amendment No.
1 and included in Supplement No. 4 are listed under Item 36(a);
- new Exhibits 10.7 and 23.1(a) are listed under Item 36(b)(i) and filed
as Exhibits; and
- Table VI has been updated to delete 1995 transactions and to include
1998 transactions.
Post-Effective Amendment No. 1 was filed by EDGAR on August 2, 1999.
Because this offering is continuing and because most of the
disclosures and the financial statements have been previously filed with
the SEC, the Company requests that Post-Effective Amendment No. 1 be
declared effective as promptly as practicable. Your cooperation in this
regard will be appreciated.
Please acknowledge receipt of this letter and the mentioned enclosures
by date stamping the enclosed duplicate copy of this letter and returning
it in the enclosed self-addressed stamped envelope. Thank you.
Sincerely yours,
/s/ Roger G. Fein
Roger G. Fein
RGF:gjg
AGREEMENT
THIS AGREEMENT is entered into as of this 4th day of March, 1999, by
and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation
("IRRETI"), and INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware
corporation ("IREIC").
RECITALS
WHEREAS, IREIC is the Sponsor of IRRETI, and IRRETI has commenced its
initial public offering of its shares of common stock ("Shares") pursuant
to a registration statement declared effective by the Securities and
Exchange Commission on February 11, 1999.
WHEREAS, IRRETI wishes to sells its Shares in the state of Minnesota,
and IREIC wants IRRETI to be able to do so; however, IRRETI has been
informed that it will not be allowed to do so unless it makes arrangements
for stockholders who may call a special meeting of stockholders in
accordance with Section 2-502(b) of the Maryland General Corporation Law
("MGCL"") to not be required to pay for the cost of preparing and mailing
the notice of any such meeting as provided in Section 2-502(b) of the MGCL.
WHEREAS, IREIC is willing to accommodate IRRETI in making such
arrangements, provided that IRRETI's registration in Minnesota is declared
effective forthwith.
NOW, THEREFORE, in consideration of IRRETI pursuing the registration
and offering of its Shares in the State of Minnesota and for valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties agree as follows:
1. IREIC will pay for the reasonably estimated cost to prepare and
mail a notice to IRRETI's stockholders of any special meeting of
stockholders requested by stockholders of IRRETI pursuant to Section 2-
502(b) of the MGCL upon being notified by the secretary of IRRETI of the
cost thereof, such payment to be made to IRRETI promptly upon receipt of
such notification.
2. IRRETI agrees to offer and sell its shares in Minnesota if its
registration is declared effective in Minnesota soon, and to notify IREIC
promptly of the reasonably estimated cost to prepare and mail a notice to
IRRETI's stockholders of any special meeting of stockholders requested by
stockholders of IRRETI pursuant to Section 2-502(b) of the MGCL, and if
payment of such estimated cost is received from IREIC, then IRRETI will not
request payment thereof from the stockholders requesting that meeting.
IN WITNESS WHEREOF, the parties have executed this Agreement in Oak
Brook, Illinois, as of the date first above written.
INLAND RETAIL REAL INLAND REAL ESTATE
ESTATE TRUST, INC. INVESTMENT CORPORATION
By /s/ Robert D. Parks By /s/ Brenda Gail Gujral
Its Chairman Its President
The Board of Directors
Inland Retail Real Estate Trust, Inc.
We consent to the use of our report dated July 2, 1999 related to the
Historical Summary of Gross Income and Direct Operating Expenses of Lake Walden
Square for the year ended December 31, 1998, our report dated July 2, 1999
related to the Historical Summary of Gross Income and Direct Operating Expenses
of Merchants Square Shopping Center for the year ended December 31, 1998, our
report dated July 2, 1999 related to the Historical Summary of Gross Income and
Direct Operating Expenses of Town Center Commons for the period from January 1,
1999 through March 31, 1999 and our report dated March 18, 1999 related to the
Historical Summary of Gross Income and Direct Operating Expenses of Boynton
Commons Shopping Center for the year ended December 31, 1998 included in the
Post-Effective Amendment No. 1 to the Registration Statement of Form S-11 filed
by Inland Retail Real Estate Trust, Inc. We consent to the incorporation by
reference in the Post-Effective Amendment No. 1 to the Registration Statement
on Form S-11 filed by Inland Retail Real Estate Trust, Inc. of our report dated
September 18, 1998 related to the Consolidated 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, and to the reference to our firm under the heading
"Experts" in the Post Effective Amendment No. 1.
/s/ KPMG LLP
Chicago, Illinois
August 2, 1999
