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: August 11, 1999
(Date of earliest event reported)
Inland Retail Real Estate Trust, Inc.
(Exact name of registrant as specified in the charter)
Maryland 333-64391 36-4246655
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
2901 Butterfield Road
Oak Brook, Illinois 60523
(Address of Principal Executive Offices)
(630) 218-8000
(Registrant's telephone number including area code)
Not Applicable
(Former name or former address, if change since last report)
Item 5. Other Events.
At a meeting of the Board of Directors held on August 11, 1999, our
Share Repurchase Program was amended, effective immediately, principally
to provide for higher Share repurchase prices over time. The Share
Repurchase Program, as amended, is described as follows.
Share Repurchase Program
The Share Repurchase Program ("SRP") may, subject to certain restrictions,
provide eligible Stockholders with limited, interim liquidity by enabling
them to sell Shares back to us. The prices at which Shares may be sold
back to us are as follows:
- - During the Offering period at $9.05 per Share (a reduction of $0.95
from the $10 Offering price per Share, reflecting the elimination of
selling commissions and the Marketing Contribution and Due Diligence
Expense Allowance);
- - During the 12 months following the end of the Offering period at $9.25
per Share;
- - During the next 12 months at $9.50 per Share;
- - During the next 12 months at $9.75 per Share; and
- - Thereafter, at the greater of: (i) $10 per Share; or (ii) a price
equal to 10 times our "funds available for distribution" per weighted
average Share outstanding for the prior calendar year.
A Stockholder must have beneficially held the Shares for at least one year
prior to offering them for sale to us through the SRP.
We will make repurchases under the SRP, if requested, at least once quarterly
on a first-come, first-served basis. Subject to funds being available, we
will limit the number of Shares repurchased during any calendar year to one
half of one percent (0.5%) of the weighted average number of Shares outstanding
during the prior calendar year. Funding for the SRP will come exclusively
from proceeds we receive from the sale of Shares under our Distribution
Reinvestment Plan and such other operating funds, if any, as the Board, at
its sole discretion, may reserve for this purpose.
The Board, at its sole discretion, may choose to terminate the SRP after
the end of the Offering period, or reduce the number of Shares purchased
under the SRP, if it determines that the funds allocated to the SRP are
needed for other purposes, such as the acquisition, maintenance or repair
of properties, or for use in making a declared distribution. A
determination by the Board to eliminate or reduce the SRP will require the
unanimous affirmative vote of the Independent Directors.
We cannot guarantee that the funds set aside for the SRP will be sufficient
to accommodate all requests made each year. If no funds are available for
the SRP when repurchase is requested, the Stockholder may: (i) withdraw
the request; or (ii) ask that we honor the request at such time, if any,
when funds are available. Such pending requests will be honored on a
first-come, first-served basis.
There is no requirement that Stockholders sell their Shares to us. The SRP
is only intended to provide interim liquidity for Stockholders until a
liquidity event occurs, such as the listing of the Shares on a national
securities exchange, inclusion of the Shares for quotation on a national
market system, or our merger with a listed company. No assurance can be
given that any such liquidity event will occur.
Shares we purchase under the SRP will be canceled, and will have the status
of authorized but unissued Shares. Shares we acquire through the SRP will
not be reissued unless they are first registered with the SEC under the Act
and under appropriate state securities laws or otherwise issued in
compliance with such laws.
If we terminate, reduce or otherwise change the SRP, we will send a letter
to Stockholders informing them of the change, and disclose the changes in
quarterly reports filed with the SEC on Form 10-Q.
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.
Inland Retail Real Estate Trust, Inc.
(Registrant)
By:/s/ BARRY LAZARUS
Barry Lazarus
President and Chief Operating Officer
Treasurer and Chief Financial Officer
Date: August 23, 1999
