2
As filed with the Securities and Exchange Commission on May 8,
2000
Registration No. 333-64391
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 5
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
_________________________
This Post-Effective Amendment No. 5 consists of the
following:
1. Sticker Supplement No. 12 dated May 2, 2000 to the
Registrant's Prospectus dated February 11, 1999, included
herewith, which will be affixed to the bottom five inches of the
cover page of the Registrant's Prospectus so that it will not in
any way cover the bullet point risk factors on the cover page.
2. Supplement No. 12 dated May 2, 2000 to the Registrant's
Prospectus dated February 11, 1999, included herewith, which will
be delivered as an unattached document along with the Prospectus
dated February 11, 1999.
3. The Registrant's final form of Prospectus dated
February 11, 1999, previously filed pursuant to Rule 424(b)(1) on
February 16, 1999, and refiled herewith.
4. Part II, included herewith.
5. Signatures, included herewith.
PART IIINFORMATION NOT REQUIRED IN PROSPECTUS
Note: Any word that is capitalized in this Part II but not
defined has the same meaning as in our Prospectus.
Item 31. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration
Fee $165,790
NASD Filing Fee 30,500
Printing and Mailing Expenses 702,987
Blue Sky Fees and Expenses 116,948
Legal Fees and Expenses 665,565
Accounting Fees and Expenses 95,100
Advertising and Sales Literature 236,138
Due Diligence 664,254
Miscellaneous 1,301,379
Total $3,978,661*
* through March 31, 2000
Item 32. Sales to Special Parties.
Due to lower administrative costs, and in connection
with the performance of services, our employees,
Directors and associates, associates of our affiliates,
Inland Real Estate Advisory Services, Inc. (the "Advisor"),
affiliates of the Advisor, our affiliate Inland Securities
Corporation (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
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 our
Distribution Reinvestment Plan (the "DRP") for 95% of the
Market Price or initially for $9.50 per Share. Subscribers 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, the Advisor purchased from us 20,000
Shares for $10 per Share, for an aggregate purchase price of
$200,000, in connection with our organization. The Advisor
also made 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 our option 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.
Item 34. Indemnification of Directors and Officers.
Article XV of our 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 an 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
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, we have been advised that,
in the opinion of the SEC, such indemnification is contrary
to public policy and, therefore, unenforceable.
We have entered into separate indemnification agreements
with each of our Directors and certain of our executive
officers. The indemnification agreements require, among other
things, that we indemnify our 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. We also must indemnify and
advance all expenses incurred by our Directors and officers
seeking to enforce their rights under the indemnification
agreements and cover our 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 our Articles and Bylaws, as a contract, it cannot be
unilaterally modified by our Board or by our Stockholders to
eliminate the rights it provides.
Item 35. Treatment of Proceeds from Stock Being Registered.
Inapplicable.
Item 36. Financial Statements and Exhibits.
(a) Financial Statements
The following financial statements were
previously filed prior to the initial
effectiveness of this Registration
Statement on February 11, 1999:
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 of and Notes thereto
The following financial statements are
filed as part of Post-Effective
Amendment No. 1 and are included in
Supplement No. 4:
Inland Retail Real Estate Trust, Inc.:
Consolidated Balance Sheet (unaudited)
at March 31, 1999
Notes to Consolidated Financial
Statements (unaudited) at March 31,
1999.
Pro Forma Consolidated Balance Sheet
(unaudited) at March 31, 1999.
Notes to Pro Forma Consolidated Balance
Sheet (unaudited) at March 31, 1999.
Pro Forma Consolidated Statement of
Operations (unaudited) of the Company
for the three months ended March 31,
1999
Notes to Pro Forma Consolidated
Statement of Operations (unaudited)
for the three months ended March 31,
1999.
Pro Forma Consolidated Statement of
Operations (unaudited) of the Company
for the year ended December 31, 1998.
Notes to Pro Forma Consolidated
Statement of Operations (unaudited)
for the year ended December 31, 1998
Lake Walden Square:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998.
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the three months ended March 31,
1999.
Notes to Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the three months ended
March 31, 1999
Merchants Square Shopping Center:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998.
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the three months ended March 31,
1999.
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the three months ended
March 31, 1999
Town Center Commons:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the
period from January 1, 1999 through
March 31, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the period from January 1, 1999
through March 31, 1999
Boynton Commons Shopping Center:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998.
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the three months ended March 31,
1999.
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the three months ended
March 31, 1999
The following financial statements are
filed as part of Post-Effective
Amendment No. 2 and are included in
Supplement No. 7:
Inland Retail Real Estate Trust, Inc.:
Consolidated Financial Statements
(unaudited) at June 30, 1999
Notes to Consolidated Financial
Statements (unaudited) at June 30,
1999.
Pro Forma Consolidated Balance Sheet
(unaudited) at June 30, 1999.
Notes to Pro Forma Consolidated Balance
Sheet (unaudited) at June 30, 1999.
Pro Forma Consolidated Statement of
Operations (unaudited) for the six
months ended June 30, 1999
Notes to Pro Forma Consolidated
Statement of Operations (unaudited)
for the six months ended June 30,
1999.
Pro Forma Consolidated Statement of
Operations (unaudited) for the year
ended December 31, 1998.
Notes to Pro Forma Consolidated
Statement of Operations (unaudited)
for the year ended December 31, 1998
Lake Walden Square:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998.
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the six months ended June 30,
1999.
Notes to Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the six months ended
June 30, 1999
Merchants Square Shopping Center:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998.
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the six months ended June 30,
1999.
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the six months ended
June 30, 1999
Town Center Commons:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the
period from January 1, 1999 through
March 31, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the period from January 1, 1999
through March 31, 1999
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the six months ended June 30,
1999.
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the six months ended
June 30, 1999
Boynton Commons Shopping Center:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998.
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the six months ended June 30,
1999.
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the six months ended
June 30, 1999
Lake Olympia Square:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998.
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the six months ended June 30,
1999.
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the six months ended
June 30, 1999
Bridgewater Marketplace:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the
period from January 1, 1999 through
June 30, 1999.
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the period from January 1, 1999
through June 30, 1999.
Bartow Marketplace:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998.
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the six months ended June 30,
1999.
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the six months ended
June 30, 1999
Countryside Shopping Center:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998.
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the six months ended June 30,
1999.
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the six months ended
June 30, 1999
The following financial statements are
filed as part of Post-Effective
Amendment No. 3 and are included in
Supplement No. 9:
Inland Retail Real Estate Trust, Inc.:
Consolidated Financial Statements
(unaudited) at September 30, 1999
Notes to Consolidated Financial
Statements (unaudited) at September
30, 1999
Pro Forma Consolidated Balance Sheet
(unaudited) at September 30, 1999
Notes to Pro Forma Consolidated Balance
Sheet (unaudited) at September 30,
1999
Pro Forma Consolidated Statement of
Operations (unaudited) for the nine
months ended September 30, 1999
Notes to Pro Forma Consolidated
Statement of Operations (unaudited)
for the nine months ended September
30, 1999
Pro Forma Consolidated Statement of
Operations (unaudited) for the year
ended December 31, 1998
Notes to Pro Forma Consolidated
Statement of Operations (unaudited)
for the year ended December 31, 1998
Lake Walden Square:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the nine months ended September
30, 1999
Notes to Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the nine months ended
September 30, 1999
Merchants Square Shopping Center:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the nine months ended September
30, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the nine months ended
September 30, 1999
Town Center Commons:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the
period from January 1, 1999 through
March 31, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the period from January 1, 1999
through March 31, 1999
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the nine months ended September
30, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the nine months ended
September 30, 1999
Boynton Commons Shopping Center:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the nine months ended September
30, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the nine months ended
September 30, 1999
Lake Olympia Square:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the
year ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the nine months ended September
30, 1999
Notes to Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the nine months ended
September 30, 1999
Bridgewater Marketplace:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the
period from January 1, 1999 through
June 30, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the period from January 1, 1999
through June 30, 1999
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the nine months ended September
30, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the nine months ended
September 30, 1999
Bartow Marketplace:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the nine months ended September
30, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the nine months ended
September 30, 1999
Countryside Shopping Center:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the nine months ended September
30, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the nine months ended
September 30, 1999
Casselberry Commons:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Historical Summary of Gross Income and
Direct Operating Expenses (unaudited)
for the nine months ended September
30, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
(unaudited) for the nine months ended
September 30, 1999
The following financial statements are
filed as part of Post-Effective
Amendment No. 4 and are included in
Supplement No. 12:
Inland Retail Real Estate Trust, Inc.:
Independent Auditors' Report
Consolidated Financial Statements at and
for the year ended December 31, 1999
Notes to Consolidated Financial
Statements at and for the year ended
December 31, 1999
Pro Forma Consolidated Balance Sheet
(unaudited) at December 31, 1999
Notes to Pro Forma Consolidated Balance
Sheet (unaudited) at December 31, 1999
Pro Forma Consolidated Statement of
Operations (unaudited) for the year
ended December 31, 1999
Notes to Pro Forma Consolidated
Statement of Operations (unaudited)
for the year ended December 31, 1999
Lake Walden Square:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Merchants Square Shopping Center:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Town Center Commons:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the
period from January 1, 1999 through
March 31, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the period from January 1, 1999
through March 31, 1999
Boynton Commons Shopping Center:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Lake Olympia Square:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the
year ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Bridgewater Marketplace:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the
period from January 1, 1999 through
June 30, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the period from January 1, 1999
through June 30, 1999
Bartow Marketplace:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Countryside Shopping Center:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Casselberry Commons:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1998
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1998
Conway Plaza:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1999
Pleasant Hill Square:
Independent Auditors' Report
Historical Summary of Gross Income and
Direct Operating Expenses for the year
ended December 31, 1999
Notes to the Historical Summary of Gross
Income and Direct Operating Expenses
for the year ended December 31, 1999
(b) Exhibits
(i) The following documents are filed as part of this
Registration Statement:
Exhibit Description
No.
1.1 Form of Dealer Manager Agreement by and between Inland
Retail Real Estate Trust, Inc. and Inland Securities Corporation.
(3)
1.1(a) Form of Amendment to the Dealer Management Agreement.
1.2 Form of Soliciting Dealers Agreement by and between
Inland Securities Corporation and the Soliciting
Dealers.(2)
1.3 Form of Warrant Purchase Agreement by and between
Inland Retail Real Estate Trust, Inc. and Inland
Securities Corporation. (2)
3.1 Second Articles of Amendment and Restated Charter of
Inland Retail Real Estate Trust, Inc. (4)
3.2 Amended and Restated Bylaws of Inland Retail Real
Estate Trust, Inc. (3)
4.1 Form of Agreement of Limited Partnership of Inland
Retail Real Estate Limited Partnership. (2)
4.2 Specimen Certificate for the Shares. (1)
5 Form of Opinion of Brown & Wood LLP as to the
legality of the Shares being registered. (4)
8 Form of Opinion of Wildman, Harrold, Allen & Dixon as
to tax matters. (2)
10.1 Form of Escrow Agreement by and among Inland Retail
Real Estate Trust, Inc., Inland Securities Corporation and
LaSalle National Bank, N.A. (4)
10.2 Form of Advisory Agreement by and between Inland
Retail Real Estate Trust, Inc. and Inland Retail Real
Estate Advisory Services, Inc. (1)
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. (1)
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. (1)
10.5 Form of the Company's Independent Director Stock
Option Plan. (2)
10.5(a) Form of Option Agreement for initial grant of
options.
10.6 Form of Indemnification Agreement by and between
Inland Retail Real Estate Trust, Inc. and its directors
and executive officers. (4)
10.7 Form of Agreement dated March, 1999 between
Inland Retail Real Estate Trust, Inc. and Inland Real
Estate Investment Corporation relating to payment of the
reasonably estimated cost to prepare and mail a notice to
stockholders of any special meeting of stockholders
requested by the stockholders. (6)
23.1 Consent of KPMG LLP dated February 10, 1999. (5)
23.1(a) Consent of KPMG LLP dated August 2, 1999. (6)
23.1(b) Consent of KPMG LLP dated November 2, 1999. (7)
23.1(c) Consent of KPMG LLP dated February 2, 2000.(8)
23.1(d) Consent of KPMG LLP dated May 2, 2000.
23.3 Consent of Wildman, Harrold, Allen & Dixon dated
February 10, 1999. (5)
24 Power of Attorney (included on signature page to the
Registration Statement).
(1) Previously filed with the initial filing of this
Registration Statement on September 28, 1998.
(2) Previously filed with Amendment No. 1 to this Registration
Statement on January 7, 1999.
(3) Previously filed with Amendment No. 2 to this Registration
Statement on January 28, 1999.
(4) Previously filed with Amendment No. 3 to this Registration
Statement on February 9, 1999.
(5) Previously filed with Amendment No. 4 to this Registration
Statement on February 10, 1999
(6) Previously filed with Post-Effective Amendment No. 1 to
this Registration Statement on August 2, 1999.
(7) Previously filed with Post-Effective Amendment No. 2 to this
Registration Statement on November 2, 1999.
(8) Previously filed with Post-Effective Amendment No. 3 to this
Registration Statement On February 2, 2000.
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 the 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.
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, 1999. 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.
<TABLE>
TABLE Vl-(Continued)
<CAPTION>
ACQUISITIONS OF PROPERTIES BY PROGRAMS (A)
(000's omitted, except for Number of Square Feet or Acres)
Purchase Mortgage
Number of Price Plus Financing Other Cash Total
Square Date of Acquisition at Date of Cash Expenditures Acquisition
Property Feet Purchase Fee Purchase Down Capitalized Cost(B)
Payment (A)
<S> <C> <C> <C> <C> <C> <C> <C>
Inland Real Estate Corporation:
Maple Park Place, Bolingbrook, IL 220,095 01/09/97 15,262 - 15,262 84 15,346
Lincoln Park Place, Chicago, IL 10,678 01/23/97 2,100 - 2,100 (73) 2,027
Aurora Commons, Aurora, IL 127,292 01/23/97 11,535 8,602 2,933 15 11,550
Niles Shopping Center, Niles, IL 26,117 04/11/97 3,235 - 3,235 108 3,343
Mallard Crossing, Elk Grove Village, 82,949 05/06/97 8,100 - 8,100 (41) 8,059
IL
Cobblers Crossing, Elgin, IL 102,643 05/06/97 10,953 - 10,953 (135) 10,818
Ameritech, Joliet, IL 4,504 05/09/97 1,045 - 1,045 11 1,056
Dominicks-Schaumburg, Schaumburg, IL 70,300 05/29/97 10,681 - 10,681 9 10,690
Calumet Square, Calumet, IL 39,936 06/02/97 2,066 - 2,066 64 2,130
Dominicks-Highland Park, Highland 70,300 06/16/97 12,790 - 12,790 10 12,800
Park, IL
Sequoia Shopping Center, Milwaukee, WI 35,253 06/16/97 3,010 - 3,010 (8) 3,002
Riversquare Shopping Center, 58,566 06/19/97 6,100 - 6,100 88 6,188
Naperville, IL
Rivertree Court, Vernon Hills, IL 299,055 07/17/97 31,750 15,700 16,050 (167) 31,583
Shorecrest Plaza, Racine, WI 91,177 07/25/97 5,956 - 5,956 (72) 5,884
Dominicks-Glendale Heights, Glendale 68,923 09/30/97 8,196 - 8,196 21 8,217
Heights, IL
Party City, Oak Brook Terrace, IL 10,000 11/06/97 1,975 - 1,975 6 1,981
Eagle Country Market, Roselle, IL 42,283 11/26/97 2,900 - 2,900 8 2,908
Dominicks-Countryside, Countryside, IL 62,344 12/15/97 2,300 - 2,300 - 2,300
Terramere Plaza, Arlington Heights, IL 40,965 12/19/97 4,405 - 4,405 199 4,604
Wilson Plaza, Batavia, IL 11,160 12/22/97 1,300 - 1,300 9 1,309
Iroquois Center, Naperville, IL 141,000 12/29/97 11,900 - 11,900 156 12,056
Fashion Square, Skokie, IL 84,771 12/30/97 9,255 6,200 3,055 202 9,457
Purchase Mortgage
Number of Price Plus Financing Other Cash Total
Square Date of Acquisition at Date of Cash Expenditure Acquisition
Property Feet Purchase Fee Purchase Down s Cost(B)
Payment Capitalized
(A)
Naper West, Naperville, IL 165,262 12/30/97 14,850 - 14,850 (103) 14,747
Woodfield Plaza, Schaumburg, IL 177,418 01/02/98 19,775 - 19,772 (95) 19,677
Shops at Cooper's Grove, Country Club 72,518 01/08/98 5,819 - 5,819 (33) 5,786
Hills, IL
Dominicks-West Chicago, West Chicago, 77,000 01/22/98 6,306 - 6,306 - 6,306
IL
Maple Plaza, Downers Grove, IL 31,298 01/30/98 3,186 - 3,186 - 3,186
Orland Park Retail, Orland Park, IL 8,500 02/02/98 1,257 - 1,257 (20) 1,237
Lake Park Plaza, Michigan City, IN 229,639 02/10/98 12,131 - 12,131 865 12,996
Homewood Plaza, Homewood, IL 19,000 02/23/98 1,933 - 1,933 - 1,933
Wisner/Milwaukee Plaza, Chicago, IL 14,677 02/23/98 1,912 - 1,912 - 1,912
Elmhurst City Centre, Elmhurst, IL 39,116 02/24/98 4,932 - 4,932 (404) 4,528
Shoppes at Mill Creek, Palos Park, IL 102,433 03/05/98 11,307 9,500 1,807 16 11,323
Oak Forest Commons , Oak Forest, IL 108,360 03/05/98 11,826 - 11,826 (6) 11,820
Prairie Square, Sun Prairie, WI 35,755 03/06/98 3,121 - 3,121 (22) 3,099
Downers Grove Market, Downers Grove, 104,449 03/25/98 17,841 - 17,841 (29) 17,812
IL
St. James Crossing, Westmont, IL 46,769 03/31/98 7,498 - 7,498 (56) 7,442
Chestnut Court, Darien, IL 170,047 03/31/98 15,995 - 15,995 125 16,120
Bergen Plaza, Oakdale, MN 270,610 04/16/98 17,047 - 17,047 27 17,074
High Point Centre, Madison, WI 86,476 04/24/98 10,262 - 10,262 (14) 10,248
Western-Howard Plaza, Chicago, IL 12,748 04/30/98 1,963 - 1,963 - 1,963
Wauconda Shopping Center, Wauconda, IL 31,357 05/05/98 2,522 - 2,522 - 2,522
Berwyn Plaza, Berwyn, IL 18,138 05/15/98 1,848 - 1,848 - 1,848
Woodland Heights, Streamwood, IL 120,850 06/05/98 9,628 - 9,628 (99) 9,529
Walgreens-Woodstock, Woodstock, IL 15,856 06/23/98 1,170 - 1,170 - 1,170
Schaumburg Plaza, Schaumburg, IL 61,485 06/30/98 7,011 3,924 3,087 (37) 6,974
Winnetka Commons, New Hope, MN 42,381 07/01/98 4,455 - 4,455 - 4,455
Eastgate Shopping Center, Lombard, IL 132,519 07/07/98 6,822 - 6,822 (23) 6,799
Fairview Heights Plaza, Fairview 167,491 08/24/98 11,265 - 11,265 - 11,265
Heights, IL
Purchase Mortgage
Number of Price Plus Financing Other Cash Total
Square Date of Acquisitio at Date of Cash Expenditure Acquisiti
Property Feet Purchas n Fee Purchase Down s on
e Payment Capitalized Cost(B)
(A)
Orland Greens, Orland Park, IL 45,031 09/17/9 5,123 - 5,123 - 5,123
8
Bakers Shoes, Chicago, IL 20,000 09/25/9 987 - 987 - 987
8
Two Rivers Plaza, Bolingbrook, IL 57,900 10/01/9 6,811 - 6,811 - 6,811
8
Woodfield Commons, Schaumburg, IL 207,106 10/08/9 26,683 - 26,683 (92) 26,591
8
Edinburgh Festival Center, Brooklyn 91,613 10/14/9 8,839 6,070 2,769 (8) 8,831
Park, MN 8
Joliet Commons, Joliet, IL 159,184 10/30/9 19,769 14,588 5,181 (15) 19,754
8
Springboro Plaza, Springboro, OH 154,034 11/12/9 9,308 - 9,308 - 9,308
8
Riverplace Centre, Noblesville, IN 74,414 11/12/9 6,078 - 6,078 - 6,078
8
Rose Plaza, Elmwood Park IL 24,204 11/16/9 2,758 - 2,758 - 2,758
8
Marketplace at Six Corners, Chicago, 117,000 11/30/9 19,022 - 19,022 - 19,022
IL 8
Carmax-Schaumburg, Schaumburg, IL 93,333 12/02/9 20,602 - 20,602 - 20,602
8
Carmax-Tinley Park, Tinley Park, IL 94,518 12/02/9 18,901 - 18,901 - 18,901
8
Staples Office Supply, Freeport, IL 24,049 12/02/9 2,694 - 2,694 - 2,694
8
Park Center Plaza, Tinley Park, IL 193,179 12/04/9 14,973 - 14,973 - 14,973
8
Hollywood Video-Hammond, Hammond, IN 7,488 12/18/9 1,351 - 1,351 - 1,351
8
Circuit City, Traverse City, MI 21,337 01/20/9 2,900 - 2,900 2 2,902
9
Cub Foods, Plymouth, MN 67,510 03/09/9 5,465 - 5,465 3 5,468
9
Cub Foods, Indianapolis, IN 67,541 03/09/9 5,735 - 5,735 8 5,743
9
Eagle Ridge Center, Lindenhurst, IL 56,142 04/13/9 6,007 - 6,007 5 6,012
9
Dominick's, Hammond, IN 71,313 05/10/9 8,847 - 8,847 4 8,851
9
Eagle Foods, Buffalo Grove, IL 56,795 06/03/9 7,347 - 7,347 4 7,351
9
United Audio Center, Schaumburg, IL 9,988 09/13/9 2,483 - 2,483 5 2,488
9
Bally's Total Fitness, St. Paul, MN 43,000 09/10/9 6,291 - 6,291 (381) 5,910
9
Plymouth Collection, Plymouth, MN 40,815 01/06/9 6,626 - 6,626 1 6,627
9
Loehmann's Plaza, Brookfield, WI 107,952 02/01/9 13,565 - 13,565 (11) 13,554
9
Baytowne Square, Champaign, IL 118,842 02/08/9 12,655 - 12,655 (47) 12,608
9
Gateway Square, Hinsdale, IL 40,150 03/17/9 6,940 - 6,940 64 7,004
9
Oak Forest Commons Ph. III, Oak 7,400 06/15/9 1,105 - 1,105 7 1,112
Forest, IL 9
Oak Lawn Town Center, Oak Lawn, IL 12,506 06/29/9 2,400 - 2,400 18 2,418
9
West River Crossing, Joliet, IL 32,452 08/03/9 5,613 - 5,613 (52) 5,561
9
Hickory Creek Marketplace, 35,251 08/04/9 6,217 - 6,217 (88) 6,129
Frankfort, IL 9
Purchase Mortgage
Number of Price Plus Financing Other Cash Total
Square Date of Acquisitio at Date of Cash Expenditure Acquisiti
Property Feet Purchas n Fee Purchase Down s on
e Payment Capitalized Cost(B)
(A)
Burnsville Crossing, Burnsville, MN 91,915 09/10/9 6,703 - 6,703 26 6,729
9
Byerly's Burnsville, Burnsville, MN 76,556 09/10/9 5,832 - 5,832 20 5,852
9
Cliff Lake Center, Eagan, MN 74,215 09/10/9 5,553 5,134 419 21 5,574
9
Park Place Plaza, St. Louis Park, MN 89,064 09/10/9 12,816 - 12,816 15 12,831
9
Maple Grove Retail, Maple Grove, MN 79,130 09/10/9 7,916 - 7,916 15 7,931
9
Shingle Creek, Brooklyn Center, MN 40,131 09/10/9 3,470 - 3,470 20 3,490
9
Rose Naper Plaza West, Naperville, 14,335 09/16/9 2,764 - 2,764 16 2,780
IL 9
Schaumburg Promenade, Schaumburg, IL 91,825 12/17/9 19,300 - 19,300 (41) 19,259
9
Woodland Commons, Buffalo Grove, IL 170,033 02/08/9 20,037 10,735 9,302 989 21,026
9
Randall Square, Geneva, IL 217,566 05/21/9 30,123 - 30,123 3 30,126
9
Riverdale Commons, Coon Rapids, MN 168,275 09/10/9 19,506 - 19,506 (49) 19,457
9
Quarry Retail, Minneapolis, MN 290,622 09/10/9 31,341 - 31,341 21 31,362
9
Pine Tree Plaza, Janesville, WI 187,292 10/18/9 18,490 - 18,490 8 18,498
9
Total 7,805,46 $828,442 $80,453 $747,989 $1,077 $829,510
9
Inland Retail Real Estate Trust,
Inc.:
Countryside, Naples, FL 73,965 10/26/9 8,596 6,727 1,869 7 8,603
9
Lake Olympia Square, Ocoee, FL 85,776 09/01/9 9,874 5,897 3,977 (36) 9,838
9
Lake Walden, Plant City, FL 262,491 05/03/9 14,556 10,144 4,412 26 14,582
9
Merchants Square, Zephyrhills, FL 74,849 06/04/9 5,742 4,291 1,451 13 5,755
9
Boynton Commons, Boynton Beach, FL 210,552 07/27/9 30,502 22,878 7,624 (45) 30,457
9
Town Center Commons, Kennesaw, GA 72,108 07/01/9 9,645 7,283 2,362 25 9,670
9
Casselberry Commons, Casselberry, FL 227,664 12/30/9 17,894 13,942 3,952 17 17,911
9
Bridgewater Marketplace, Orlando, FL 58,050 09/07/9 6,005 4,779 1,226 0 6,005
9
Bartow Marketplace, Cartersville, GA 375,067 09/30/9 24,406 18,375 6,031 0 24,406
9
Total 1,440,52 $127,220 $94,316 $32,904 $7 $127,227
2
</TABLE>
TABLE Vl-(Continued) ACQUISITION OF PROPERTIES BY PROGRAMSNOTES
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, Inland Real Estate
Corporation 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."
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 Post-Effective
Amendment No. 5 to its 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 8th day of May, 2000.
INLAND RETAIL REAL ESTATE TRUST,
INC.
By:
Chairman and Chief Executive
Officer
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.
