<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3D
REGISTRATION STATEMENT
Under The Securities Act of 1933
INVESTORS REAL ESTATE TRUST
(Exact name of registrant as specified in its charter)
NORTH DAKOTA
(State or other jurisdiction of incorporation or organization)
45-0311232
(I.R.S. Employer Identification No.)
12 SOUTH MAIN, MINOT, NORTH DAKOTA 58701 701-837-4738
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
THOMAS A. WENTZ SR. 12 SOUTH MAIN MINOT, N.D. 58701
(Name and Address, including zip code, of agent for service)
TELEPHONE NO. 701-837-4738
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public is as soon as
possible after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: /X/
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 145 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plan, check the following box: / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be registered registered offering price aggregate offering registration fee
Per Unit Price
- ----------------------- --------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Investors Real 750,000 shares $7.25 per share $5,437,500.00 $1,087.50
Estate Trust Shares aggregate offering
of Beneficial price
Interest
</TABLE>
I
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INVESTORS REAL ESTATE TRUST PROSPECTUS
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the"Plan") of Investors Real Estate Trust
("IRET") described herein provides holders of IRET's Shares of Beneficial
Interest ("Shares") with a simple and convenient method of investing cash
dividends in additional Shares without payment of any brokerage commission or
service charge.
The proceeds of dividends reinvested in the Plan will be used to purchase
Shares. The Administrator of the Plan will attempt to purchase sufficient
Shares in the open market for purposes of this Dividend Reinvestment Plan.
To the extent sufficient Shares are not acquired through open-market
purchases, the Agent may purchase new Shares from IRET. The price of Shares
purchased with reinvested dividends will be the weighted purchase price for
IRET Shares paid by the Plan. (Question 14).
Participants in the Plan may:
1) Automatically reinvest cash dividends on all Shares registered in
their names, or,
2) Automatically reinvest cash dividends on less than all of the Shares
registered in their names and continue to receive cash dividends on
the remaining Shares.
Holders of Shares who do not choose to participate in the Plan will continue
to receive cash dividends, as declared, in the usual manner.
IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.
IRET reserves the right to terminate the Plan at anytime.
The Plan does not represent a change in IRET's dividend policy or a guarantee
of future dividends. Dividends will continue to depend on earnings, financial
requirements, and other factors.
This Prospectus relates to up to 750,000 Shares with no par value.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is _______________.
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AVAILABLE INFORMATION
IRET is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the"Exchange Act"), and in accordance therewith
files reports and other information with the Securities and Exchange
Commission ("Commission") relating to its business, financial position,
results of operations and other matters. Information as of particular dates
concerning the Directors is disclosed in proxy statements. Such reports,
proxy statements and other information can be inspected at the Public
Reference Room of the Commission, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C.; and at certain of its Regional Offices, located at Room
1204, Everett McKinley Dirksen Building, 219 South Dearborn Street, Chicago,
Illinois; Room 1102, Federal Building, 26 Federal Plaza, New York, New York;
and 5757 Wilshire boulevard, Suite 500 East, Los Angeles, California. Copies
of such material can be obtained from the Public Reference Section of the
Commission in Washington, D.C. 20549 at prescribed rates. The information is
also available over the internet by accessing the EDGAR database located at
www.sec.gov.
IRET has filed with the Commission a Registration Statement under the
Securities Act of 1933 with respect to the Shares of Beneficial Interest
offered hereby. This Prospectus does not contain all of the information set
forth in such Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information pertaining to IRET, the Shares of Beneficial Interest and related
matters, reference is made to such Registration Statement, including the
exhibits incorporated therein by reference or filed as a part thereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and portions of documents filed by IRET with the
Commission are hereby incorporated into this Prospectus by reference:
(1) IRET's most recent Annual Report on Form 10-K filed pursuant to the
Exchange Act.
(2) All other reports filed pursuant to the Exchange Act, including
reports on Form 10-Q and 8-K, since the end of the fiscal year covered
by the annual report.
(3) The description of IRET's Shares, which is contained in a registration
statement filed under the Exchange Act, including any amendment or
reports filed for the purpose of updating such description.
(4) All documents filed by IRET pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior
to the termination of the offering to which this Prospectus relates
shall also be deemed to be incorporated by reference in this
Prospectus and to be a part of this Prospectus from the date of the
filing of such documents.
The foregoing documents incorporated by reference in this Prospectus (not
including exhibits to the information that are incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates) will be provided without
charge to each person to whom a prospectus is delivered, upon written or oral
request of such person, made to Shareholder Relations, Investors Real Estate
Trust 12 South Main Minot, North Dakota. (701) 852-1756; fax (701) 838-7785.
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No person has been authorized to give any information, or to make any
representations other than those contained in this Prospectus or referred to
herein, and, if given or made, such other information or representation must
not be relied upon as having been authorized by IRET. This Prospectus does
not constitute an offer or solicitation by anyone in any state in which such
offer or solicitation is not authorized, or in which the person making such
offer or solicitation is not qualified to do so, or to any person to whom it
is unlawful to make such offer or solicitation. The delivery of this
Prospectus at any time does not imply that information herein is correct as
of any time subsequent to the date hereof.
This Prospectus relates to the Shares of Beneficial Interest of IRET
registered for sale under the Plan. It is suggested that this Prospectus be
retained for future reference.
THE COMPANY
IRET is a real estate trust organized on July 31, 1970, under the laws of
North Dakota. IRET's principal executive offices are located at 12 South
Main, Minot, ND 58701. IRET's telephone number is 701-837-4738.
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") for holders of
IRET Shares is described in the following questions and answers:
For further information concerning the Plan, please address correspondence to:
Shareholder Relations
Investors Real Estate Trust
12 South Main
Minot, ND 58701
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of Shares of
Beneficial Interest ("Shares") of IRET with a convenient and economical way
of investing cash dividends in Shares of Beneficial Interest of IRET at a
5% discount from the price prior to investment (see Question 14) and
without payment of any brokerage commission or service charge.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
By participating in the Plan:
- You may purchase Shares at a 5% discount from the market price (see
Question 14) by reinvesting cash dividends on all or less than all
of the Shares registered in your name.
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- You pay no brokerage commission or service charge in connection with
investments under the Plan.
- Record keeping is simplified under the Plan by the provision of a
statement of account to each participant.
- You are assured safekeeping of Shares credited to your account because
certificates are not issued unless requested.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
Odell-Wentz & Associates, L.L.C., 12 South Main, Minot, ND 58701, (the
"Agent"), administers the Plan for participants, keeps records, sends
statements of account after each purchase to participants and performs
other duties relating to the Plan. The Agent purchases Shares from IRET as
agent for participants in the Plan and credits the shares to the accounts
of the individual participants.
ELIGIBILITY
4. WHO IS ELIGIBLE TO PARTICIPATE?
(a) IRET Shareholders of Record.
All holders of record of IRET Shares are eligible to participate in the
Plan.
(b) Beneficial Owners of IRET Shares.
Beneficial owners, whose Shares are registered in names other than their
own (for instance, in the name of a broker or bank nominee), may
participate in the reinvestment of cash dividends on such Shares only if
their broker or nominee offers the option of a dividend reinvestment
program.
5. HOW IS THE PLAN TO BE INTERPRETED?
Any question of interpretation arising under the Plan will be determined by
IRET and any such determination will be final.
PARTICIPATION
6. HOW DO HOLDERS OF SHARES JOIN THE PLAN?
A holder of record of IRET Shares may join the Plan at any time by
completing and signing an Authorization Card and returning it to the Agent.
An Authorization Card and a postage-paid return envelope may be obtained at
any time by writing to the Agent: Odell-Wentz & Associates, L.L.C., 12
South Main, Minot, ND 58701, (701) 852-1756.
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7. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
If you check the appropriate box on the Authorization Card, you may elect
"Full Dividend Reinvestment" and the Agent will apply all cash dividends on
all Shares then or subsequently registered in your name toward the purchase
of Shares.
If you elect to reinvest dividends on only a portion of your Shares, you
should check the "Partial Dividend Reinvestment" box on the Authorization
Card and the Agent will reinvest cash dividends on only the percentage of
your dividends that you specify on the Authorization Card toward the
purchase of additional Shares, and will pay cash dividends on the rest of
your Shares.
The Agent will reinvest automatically any subsequent dividends on the
Shares credited to your account under the Plan. The Plan, in other words,
operates so as to reinvest dividends on a cumulative basis on the Shares
designated on your Authorization Card and on all Shares accumulated and
held in your Plan account, until you specify otherwise by notice in writing
delivered to the Agent or withdraw from the Plan altogether, or until the
Plan is terminated. See Question 27 for the consequences of sales of
Shares subject to the Plan.
8. WHAT ARE MY OPTIONS UNDER THE PLAN?
By marking the appropriate spaces on the Authorization Card, you may choose
among the following investment options:
- To reinvest cash dividends automatically on all Shares now and
subsequently registered in your name at 95% of the recent market price
of the Shares (see Question 14 for a description of how this is
computed).
- To reinvest cash dividends automatically on less than all of the
Shares registered in your name (a specified percentage) at 95% of the
recent market price and to continue to receive cash dividends on the
remaining Shares.
9. MAY I CHANGE OPTIONS UNDER THE PLAN?
Yes. You may change options under the Plan at any time by completing and
signing a new Authorization Card and returning it to the Agent. The answer
to Question 6 tells how to obtain an Authorization Card and return
envelope. Any change concerning the reinvestment of dividends must be
received by the Agent not later than ten days prior to the record date for
a dividend (see Question 10) in order for the change to become effective
with that dividend.
10. WHEN WILL INVESTMENT OF DIVIDENDS RESPECTING IRET SHARES START?
If your Authorization Card is received by the Agent ten calendar days prior
to the record date for determining the holders of shares entitled to
receive the next dividend, reinvestment of your dividends will commence
with that dividend. If your Authorization Card is received subsequent to
ten calendar days prior to the record date, reinvestment of your dividends
(or designated portion thereof) will not start until payment of the next
following dividend. The record date for dividend payments on the Shares are
generally on or about January 15, April 1, July 1 and October 1.
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PURCHASES
11. WHAT IS THE SOURCE OF IRET SHARES PURCHASED FOR ME UNDER THE PLAN?
Shares purchased by you under the Plan will come either from Shares
purchased by the Agent on the open market for the Dividend Reinvestment
Plan, or, to the extent Shares are not available on the open market, from
authorized but unissued IRET Shares.
12. WHEN WILL DIVIDENDS BE INVESTED IN ADDITIONAL SHARES?
Reinvestment of dividends will be made as soon as practical after the
dividend becomes payable, but in no event later than the date which is ten
days before the next dividend record date. Participants will become owners
of Shares purchased under the Plan as of the date of purchase.
13. WHAT IS THE INVESTMENT DATE?
The Investment Date for dividends will be as soon as practical after the
Dividend Payment Date. Dividend payment dates are generally January 15,
April 1, July 1 and October 1. If an Investment Date falls on a Saturday,
Sunday or holiday, the Investment Date will be the next following business
day.
14. WHAT WILL BE THE PRICE OF SHARES PURCHASED UNDER THE PLAN?
The Shares are traded on the NASDAQ Small Cap Market. The price at which
the Shares will be purchased will be the aggregate weighted average price
of all shares purchased with the total amount of reinvested dividends.
Since the agent responsible for purchasing the shares is also able to
purchase newly issued shares directly from IRET under this Registration
without payment of any commission, it is unlikely that the price of shares
purchased under the Plan will exceed the $7.25 registration price. If the
reinvestment price involves a fraction, it will be expressed in one-eighth
of a point, with a rounding out to the next higher one-eighth of a point.
15. HOW WILL THE NUMBER OF SHARES PURCHASED FOR ME BE DETERMINED?
The number of Shares that will be purchased for you on any Investment Date
will depend on the amount of your dividend to be invested and the
applicable purchase price of the Shares that results from dividing the
aggregate amount of dividends to be invested by the average aggregate
purchase price for all shares purchased. Fractional shares will be
credited to your account. At any time when you withdraw from the Plan or
request all Shares to be transferred to your name, any fractional shares
will be paid in cash.
COSTS
16. ARE THERE ANY COSTS TO ME FOR MY PURCHASES UNDER THE PLAN?
There are no brokerage fees for purchases of Shares under the Plan because
Shares are either purchased directly from IRET or IRET has agreed to pay
any applicable brokerage fees on behalf of Plan participants. All costs of
administration of the Plan will be paid by IRET. However, those
participants whose Shares are held by a Broker or other nominee most likely
will incur some fees and costs. Brokers and nominees may impose
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charges or fees in connection with their handling of participation in the
Plan by nominee and fiduciary accounts.
DIVIDENDS
17. WILL DIVIDENDS BE PAID ON SHARES HELD IN MY PLAN ACCOUNT?
Yes. Cash dividends on Shares credited to your account are automatically
reinvested in additional shares and credited to your account.
REPORTS TO PARTICIPANTS
18. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Following each purchase of Shares for your account, the Agent will mail to
you a statement of account showing amounts invested, the purchase price
(see Question 14), the number of Shares purchased, and other information
for the year to date. Each participant will receive a Form 1099 showing
income reportable for Federal income tax purposes following the final
purchase in each calendar year (see Question 27). These statements are
your record of the cost of your purchases and should be retained for income
tax and other purposes. In addition, during the year you will receive
copies of the same communications sent to all other holders of Shares.
CERTIFICATES FOR SHARES
19. WILL I RECEIVE CERTIFICATES FOR SHARES PURCHASED UNDER THE PLAN?
Shares purchased by the Agent for your account will be registered in the
name of the Agent's nominee and certificates for such Shares will not be
issued to you until requested. The total number of Shares credited to your
account will be shown on each statement of account. This custodial service
helps to protect you against the risk of loss, theft or destruction of
stock certificates.
Certificates for any number of whole Shares credited to your account will
be issued to you at any time upon written request to the Agent. Cash
dividends with respect to Shares represented by certificates issued to you
will continue to be automatically reinvested. Any remaining Shares will
continue to be credited to your account.
If the written request to the Agent is for certificates to be issued for
all Shares credited to your account, any fractional share will be paid in
cash.
Certificates for fractions of shares will not be issued under any
circumstances.
20. MAY SHARES IN MY PLAN ACCOUNT BE PLEDGED?
No. You must first request that certificates for Shares credited to your
Plan account be issued to you (see Question 21) before you can pledge such
Shares.
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21. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED AND ISSUED?
When issued, certificates for Shares of Common Stock will be registered in
the name in which your Plan account is maintained. For holders of record,
this generally will be the name or names in which your Share certificates
are registered at the time you enroll in the Plan. Upon written request,
Shares will be registered in any other name, upon the presentation to the
Agent of evidence of compliance with all applicable transfer requirements
(including the payment of any applicable transfer taxes).
WITHDRAWAL FROM THE PLAN
22. WHEN MAY I WITHDRAW FROM THE PLAN?
You may withdraw from the Plan at any time. If your request to withdraw is
received by the Agent ten calendar days prior to the record date for
determining the holders entitled to receive the next dividend respecting
any Shares held by you, your request will be processed following receipt
of the request by the Agent. If your request to withdraw is received by
the Agent subsequent to ten calendar days prior to the record date for
determining the holders entitled to receive the next dividend respecting
such Shares but before payment of the dividend, the dividend will be
reinvested for your account and your request for withdrawal will be
processed promptly thereafter.
After your request for withdrawal has become effective, all dividends will
be paid in cash to you unless and until you re-enroll in the Plan, which
you may do at any time.
23. HOW DO I WITHDRAW FROM THE PLAN?
In order to withdraw from the Plan, you must send a letter, stating that
you wish to withdraw, to Odell-Wentz & Associates, L.L.C., 12 South Main,
Minot, ND 58701. When you withdraw from the Plan, or upon termination of
the Plan by IRET, certificates for Shares credited to your account under
the Plan will be issued to you. Any fractional share will be paid in cash.
OTHER INFORMATION
24. WHAT HAPPENS IF I SELL OR TRANSFER SHARES REGISTERED IN MY NAME?
If you dispose of all Shares registered in your name, the dividends on the
Shares credited to your Plan account will continue to be reinvested until
you notify the Agent that you wish to withdraw from the Plan.
25. WHAT HAPPENS IF IRET ISSUES A STOCK DIVIDEND, DECLARES A STOCK SPLIT OR HAS
A RIGHTS OFFERING?
Any stock dividends or split shares distributed by IRET on Shares credited
to your Plan account will be added to your account. Stock dividends or
split shares distributed on Shares for which you hold certificates will be
mailed directly to you in the same manner as to shareholders who are not
participating in the Plan.
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In a regular rights offering, as a holder of record you will receive rights
based upon the total number of Shares owned; that is, the total number of
Shares for which you hold certificates and the total number of Shares held
in your Plan account.
26. CAN I VOTE SHARES IN MY PLAN ACCOUNT AT MEETINGS OF SHAREHOLDERS?
Yes. You will receive a proxy for the total number of Shares held, both
the Shares for which you hold certificates and those credited to your Plan
account. The total number of Shares held may also be voted in person at a
meeting.
If the proxy is not returned or if it is returned unsigned, none of your
Shares will be voted unless you vote in person.
27. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Under Internal Revenue Service rulings in connection with similar plans,
dividends reinvested will be treated as taxable notwithstanding the
dividends being reinvested in stock. Under prior Internal Revenue Service
rulings, it was assumed that the 5% discount was also taxable. Recent
Internal Revenue Service rulings suggest that the 5% discount is a reduced
taxable basis for the shares received. Shareholders should consult their
own tax consultant on the proper tax treatment of the discount.
Distributions by real estate investment trusts are treated as dividends to
the extent a real estate investment trust has earnings and profits for
Federal income tax purposes. To the extent that the amount so distributed
by IRET exceeds the current and accumulated earnings and profits of IRET,
such excess would be treated for Federal income tax purposes as a return of
capital to the shareholder. Each participant will receive a Form 1099
showing total dividend income, the amount of any return of capital
distribution and the amount of any capital gain dividend for the year.
The holding period of Shares acquired under the Plan, whether purchased
with dividends or optional cash payments, will begin on the day following
the date on which the Shares were purchased for your account.
As a participant in the Plan you will not realize any taxable income when
you receive certificates for whole Shares credited to your account, either
upon your request for such certificates or upon withdrawal from or
termination of the Plan. However, you will recognize gain or loss (which,
for most participants, will be capital gain or loss) when whole Shares
acquired under the Plan are sold or exchanged after your withdrawal from or
the termination of the Plan. If such gain or loss is capital, it will be
long-term capital gain or loss if the shares sold are held for more than
one year and will be short-term capital gain or loss if the Shares sold are
held for one year or less.
28. WHAT IS THE RESPONSIBILITY OF IRET AND THE AGENT UNDER THE PLAN?
Neither IRET nor the Agent nor its nominees, in administering the Plan,
will accept liability for any act done in good faith or for any good faith
omission to act, including, without limitation, any claim of liability
arising out of failure to terminate a participant's account upon such
participant's death prior to receipt of notice in writing of such death.
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NEITHER IRET NOR THE AGENT CAN ASSURE YOU OF A PROFIT OR PROTECT YOU
AGAINST A LOSS ON SHARES PURCHASED UNDER THE PLAN.
29. How are income tax withholding provisions applied to participants?
In the case of foreign participants who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, an amount equal to the dividends payable to such participants
who elect to reinvest dividends, less the amount of tax required to be
withheld, will be applied by the Agent to the purchase of Shares. A Form
1042S, mailed to each foreign participant after the final purchase of the
calendar year, will show the amount of tax withheld in that year. A Form
1099 will be mailed to domestic participants in the event that Federal
income tax withholding is imposed in the future on dividends to domestic
participants.
30. MAY THE PLAN BE CHANGED OR DISCONTINUED?
IRET reserves the right to modify, suspend or terminate the Plan at any
time. All participants will receive notice of any such action. Any such
modification, suspension or termination will not, of course, affect
previously executed transactions. IRET also reserves the right to adopt,
and from time to time change, such administrative rules and regulations
(not inconsistent in substance with the basic provisions of the Plan then
in effect) as it deems desirable or appropriate for the administration of
the Plan. The Agent reserves the right to resign at any time upon
reasonable written notice to IRET.
The purpose of the Plan is to provide shareholders with a systematic and
convenient method of investing dividends for long-term investment. Use of
the Plan for any other purpose is prohibited.
USE OF PROCEEDS
IRET has no basis for estimating precisely either the number of Shares that
ultimately may be sold pursuant to the Plan or the prices at which such
shares will be sold. However, IRET proposes to use the net proceeds from the
sale of Shares pursuant to the Plan, when and as received, to make
investments in real estate and for other business purposes. IRET considers
the Plan to be a cost-effective means of expanding its equity capital base
and furthering its investment objectives while at the same time benefitting
holders of its Shares.
EXPERTS
The consolidated balance sheets of IRET as of April 30, 1998 and 1997 and
consolidated statements of operations, shareholders' equity and cash flows
for each of the years in the three-year period ended April 30, 1998, included
in IRET's Annual Report on Form 10-K, have been incorporated by reference herein
and in the registration statement in reliance upon the report of Brady, Martz
& Associates, P.C., independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing.
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INDEMNIFICATION
The Restated Declaration of Trust of IRET indemnifies its trustees and agents
against certain expenses, judgments, fines and amounts incurred in connection
with such person's employment by IRET. IRET's By-laws provide for
indemnification of trustees and officers to the full extent permitted or
allowed under North Dakota law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers or persons controlling IRET
pursuant to the foregoing provisions, IRET has been informed that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Inapplicable.
Item 15. Indemnification of Directors and Officers.
Under its Declaration of Trust, no Trustee, Officer or agent of IRET
is liable except for his own bad faith, willful misfeasance, gross
negligence or reckless disregard of his duties. Trustees are entitled
to indemnification (unless the above exceptions apply).
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted pursuant to the foregoing
provisions to directors, officers, or persons controlling the
registrant, the registrant has been informed that in the opinion of
the Commission such indemnification is against public policy as
expressed in the Securities Act and in the Commission's opinion is
unenforceable.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description of ExhibitFiled herewith:
<S> <C>
4(c) Specimen Authorization Card
5 Opinion of Pringle & Herigstad, P.C.
23 Consent of Brady, Martz & Associates, P.C.
</TABLE>
Item 17. Undertakings.
IRET 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 thereto) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
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(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, including (but not limited to) any
addition or deletion of a managing underwriter.
(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.
(4) That, for purposes of determining liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities shall be deemed to be the initial bona
fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Minot, North Dakota, on November 12, 1998.
INVESTORS REAL ESTATE TRUST
By
----------------------------
Thomas A. Wentz
Vice-President
III
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Trustee and Chairman November 12, 1998
- ------------------------
Ralph A. Christensen
Trustee and Vice Chairman November 12, 1998
- ------------------------
Mike F. Dolan
Trustee November 12, 1998
- ------------------------
John F. Decker
Trustee November 12, 1998
- ------------------------
Patrick G. Jones
Trustee November 12, 1998
- ------------------------
J. Norman Ellison
Trustee November 12, 1998
- ------------------------
Daniel L. Feist
Trustee November 12, 1998
- ------------------------
Thomas A. Wentz, Jr.
Trustee and Vice-Chairman November 12, 1998
- ------------------------
Jeff Miller
President November 12, 1998
- ------------------------
Roger R. Odell
Vice-President November 12, 1998
- ------------------------
Thomas A. Wentz
Vice-President November 12, 1998
- ------------------------
Timothy P. Mihalick
Secretary November 12, 1998
- ------------------------
Diane K. Bryantt
Trustee November 12, 1998
- ------------------------
C. Morris Anderson
IV
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
Filed herewith:
<S> <C>
4(c) Specimen Authorization Card.
5 Opinion of Pringle & Herigstad, P.C.
23 Consent of Brady, Martz & Associates, P.C.
</TABLE>
V
<PAGE>
EXHIBIT 4(c)
Specimen Authorization Card
AUTHORIZATION CARD
INVESTORS REAL ESTATE TRUST - DIVIDEND REINVESTMENT PLAN
I wish to participate in the Dividend Reinvestment (the "Plan") for the
purchase of whole and fractional Shares of Beneficial Interest ("Shares") of
Investors Real Estate Trust (the "Company") as follows: (Please initial and
complete only one line)
_____ FULL DIVIDEND REINVESTMENT. I want to reinvest dividends on all Shares
now or hereafter registered in my name and on all Shares held for me by the
Plan Administrator.
_____ PARTIAL DIVIDEND REINVESTMENT. Send any dividends in cash on
__________* number of whole Shares and reinvest any remaining dividends.
*Cannot be greater than the total number of Shares that may hereafter be
registered in your name and held for you under the Plan.
_____ CASH PAYMENTS ONLY (NO DIVIDEND REINVESTMENT). Please pay all
dividends in cash.
My participation is subject to the provisions of the Plan as set forth in the
Prospectus relating to the Shares offered pursuant to the Plan.
ACCOUNT LEGAL REGISTRATION (CHOOSE ONE):
1. SINGLE/JOINT ACOUNT *
- -------------------------------------------------
Name
- -------------------------------------------------
Joint Owner (if any)
- -------------------------------------------------
Joint Owner (if any)
*Joint account will be presumed to be joint tenants with right of
survivorship unless restricted by applicable state law or otherwise
indicated. Only one Social Security Number is required.
<PAGE>
2. CUSTODIAL ACCOUNT *
- -------------------------------------------------
Custodian's Name
- -------------------------------------------------
Minor's Name
- -------------------------------------------------
Minor's State of Residence
*A minor is the beneficial owner of the account with an adult custodian
managing the account until the minor becomes of age, as specified in the
Uniform Gifts of Transfer to Minors Act in the minor's state of residence.
3. TRUST ACCOUNT *
- -------------------------------------------------
Trust Name or Beneficiary
- -------------------------------------------------
Trustee Name
- -------------------------------------------------
Date of Trust
*Account is established in accordance with the provisions of a trust agreement.
ADDITIONAL ACCOUNT INFORMATION
SOCIAL SECURITY NUMBER ________________________
(Should be that of the minor if this is a Custodial Account.)
I hereby warranty that under penalties of perjury, the Social Security Number
provided above is correct.
ACCOUNT ADDRESS
------------------------------------------------------------
Street, City, State, Zip Code and Daytime Phone Number
- --------------------- ----------------------------------
Date Signature
- --------------------- ----------------------------------
Date Signature
- --------------------- ----------------------------------
Date Signature
<PAGE>
November 12, 1998
Securities and Exchange Commission
450 5th St. NW
Mail Stop 7-6
Washington, DC 20549
Gentlemen:
We have acted as counsel to Investors Real Estate Trust (the "Company") in
connection with the Registration Statement of the Company on Form S-3 (the
"Registration Statement"), under the Securities Act of 1933, as amended, for
the registration of 3,000,000 Shares of Beneficial Interest, no par value, of
the Company (the "Shares"). The Shares are to be issued under and pursuant
to the provisions of the Company's Dividend Reinvestment (the "Plan").
Except as otherwise defined herein, capitalized terms herein are used herein
as defined in the Registration Statement.
For purposes of our opinion, we have examined and relied upon:
(a) A copy of the Restated Declaration of Trust of the Company, as amended
to date (the "Declaration of Trust");
(b) A copy of resolutions adopted by the Board of Trustees of the Company
at a special meeting held on November 11, 1998, authorizing the
issuance and sale of the Shares pursuant to the Plan and related
matters, certified by the Secretary of the Company; and
(c) The Registration Statement, including the Plan.
Based on the foregoing and subject to the qualifications stated in the
penultimate paragraph of this opinion, it is our opinion:
(1) The Company has been duly established and is existing under its
Declaration of Trust as a Real Estate Investment Trust under North
Dakota law and has made all filings required to be made under North
Dakota law.
(2) The Shares have been duly authorized and reserved for issuance and,
when issued and paid for in accordance with the Plan, will be validly
issued, fully paid and nonassessable by the Company.
<PAGE>
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
Thomas A. Wentz, Jr.
kak
<PAGE>
EXHIBIT 23
INDEPENDENT ACCOUNTANTS' CONSENT
Securities and Exchange Commission
450 5th St. NW
Mail Stop 7-6
Washington, DC 20549
We consent to incorporation by reference in the Registration Statement on
Form S-3D, pertaining to the Investors Real Estate Trust Dividend
Reinvestment Plan of our report dated May 27, 1998, relating to the balance
sheets of Investors Real Estate Trust as of April 30, 1998 and 1997 and the
related statements of operations, changes in shareholders' equity, and cash
flows for each of the years in the three-year period ended April 30, 1998,
and the related schedules, which report appears in the April 30, 1998 Annual
Report on Form 10-K of Investors Real Estate Trust, and to the reference to
our firm under the heading "Experts" in the prospectus.
Brady, Martz & Associates, P.C.
24 Central Avenue West
Minot, ND 58701
November 9, 1998
