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] November 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. 2. It consists of the
following:
1. Supplement No. 7 dated November 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. 7 dated November 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 (which
is included with the official filing but not with the courtesy
copy);
4. Part II; and
5. Signatures.
Supplement No. 7 combines, amplifies and updates the
disclosures which had been included in Supplements Nos. 4 (which
Supplement No. 4 superseded Supplements Nos. 1, 2 and 3 dated May
10, June 10 and July 8, 1999, respectively), 5 and 6 dated August
2, September 15 and October 6, 1999 respectively. Therefore,
Supplement No. 7 supersedes all prior Supplements. Supplement
No. 7 also includes:
- appropriate information concerning one property
purchased since the date of Supplement No. 6,
Countryside Shopping Center;
- appropriate financial statements for the Company and
each of the properties now owned by the Company and pro
forma financial statements;
- "Expert" and "Principal Stockholders" sections; and
- updated Prospectus sections "Prior Performance of the
Company's Affiliates" (updated through September 30,
1999); "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (updated
through June 30, 1999); and "Plan of Distribution"
(updated through the most recent practicable date,
October 27, 1999).
Part II is basically the same as the Company's Post-
Effective Amendment No. 1, except for the following:
- the Item 31 expenses have been updated through
September 30, 1999;
- the financial statements filed as part of Post-
Effective Amendment No. 2 and included in Supplement
No. 7 are listed under Item 36(a); and
- new Exhibit 23.1(b), a Consent of KPMG LLP, is listed
under Item 36(b)(i) and filed as an Exhibit.
Post-Effective Amendment No. 2 was filed by EDGAR on
November 2, 1999.
Because this offering is continuing and because most of the
disclosures and many of the financial statements have been
previously filed with the SEC, the Company requests that Post-
Effective Amendment No. 2 be declared effective as promptly as
practicable. Your cooperation in this regard will be appreciated.
It is our understanding that the Company may, pending
effectiveness of its Post-Effective Amendment No. 2, continue the
offering unabated utilizing its prospectus dated February 11,
1999 and its Supplements Nos. 4, 5 and 6; and that it should not
commence using its proposed Supplement No. 7 until its Post-
Effective Amendment (of which Supplement No. 7 is a part) has
been declared effective and Supplement No. 7 has been filed
(which has not been done in this instance) pursuant to Rule
424(b). Please confirm that our understandings are accurate.
The following inquiry is for not only Supplement No. 7 and
its current filing with Post-Effective Amendment No. 2, but also
relates to all future "every three-month" supplements and post
effective amendments. As Supplement No. 7 is broader and
contains more current disclosures than Supplements Nos. 4, 5 and
6, the Company desires to commence using Supplement No. 7 instead
of Supplements Nos. 4, 5 and 6 at the earliest practicable date.
Therefore, we will also appreciate your advising whether it would
be permissible for the Company to file Supplement No. 7 pursuant
to Rule 424(b) (which it has not done in this instance)
concurrently with the filing of the post-effective amendment of
which it is a part, and to commence using the Supplement upon
such filing and prior to effectiveness of the post-effective
amendment of which it is a part.
If that procedure is followed, we of course understand that
there is the possibility of the staff having comments on the
supplement which may necessitate its revision. If that were to
happen, then it is assumed that a new supplement with a new
number, revised in response to the staff's comments, would be
filed as an amendment to the post-effective amendment and/or a
new supplement would be filed pursuant to Rule 424(b) to
supersede the one being revised. The staff's direction will be
appreciated as to such filing alternatives.
The reason for the inquiry is to implement a procedure
whereby the best disclosure document is utilized as quickly as
practicable and with the offering being continued unabated. We
would not want to commence that procedure if the staff objected
to its implementation. Therefore, we will appreciate your
advising whether the staff has any objection to the procedure
proposed in the preceding two paragraphs, whether the staff
encourages its implementation and of any comments on or
suggestions relating to that procedure.
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
Exhibit 23.1(b)
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, 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, our report dated July 2, 1999 related to the
Historical Summary of Gross Income and Direct Operating Expenses
of Lake Olympia Square for the year ended December 31, 1998, our
report dated August 26, 1999 related to the Historical Summary of
Gross Income and Direct Operating Expenses of Bridgewater
Marketplace for the period from January 1, 1999 through June 30,
1999, our report dated August 30, 1999 related to the Historical
Summary of Gross Income and Direct Operating Expenses of Bartow
Marketplace for the year ended December 31, 1998, and our report
dated October 15, 1999 related to the Historical Summary of Gross
Income and Direct Operating Expenses of Countryside Shopping
Center for the year ended December 31, 1998, included in
Supplement No. 7 which is included as part of the Post-Effective
Amendment No. 2 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. 2
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 Supplement
No. 7 which is included as part of the Post Effective Amendment
No. 2.
/s/ KPMG LLP
Chicago, Illinois
November 2, 1999
