FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 22, 1999
INVESTORS REAL ESTATE TRUST
(Exact name of registrant as specified in its charter)
NORTH DAKOTA 0-14851 45-0311232
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12 SOUTH MAIN STREET
MINOT, NORTH DAKOTA 58701
(Address of principal executive offices) (Zip Code)
(701) 837-4738
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Investors Real Estate Trust (the "Company") files this Report of Sales
Of Securities and Use of Proceeds Therefrom as a final report in
Accordance with Rule 463 (17 CFR 230.463).
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1. (a) State the name of the issuer or successor issuer filing the
report.
INVESTORS REAL ESTATE TRUST
2. (a) Indicate the effective date of the registration statement
for which this form is filed.
12/15/98
(b) Provide the SEC file number assigned to the registration
statement.
333-67319
(c) If the issuer has been assigned a CUSIP number, specify
the first (6) digits.
461730
3. (a) Has the offering commenced?
Yes X No
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(b) If yes, indicate the date the offering commenced.
12/15/98
4. Did the offering terminate before any securities were sold?
Yes No X
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5. Did the offering terminate prior to the sale of all securities
registered?
Yes No X
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6. Furnish the name(s) of the managing underwriter(s), if any.
(01) Inland National Securities, Inc.
(02) American Investment Services, Inc.
(03) Huntingdon Securities Corp.
(04) Garry Pierce Financial Services, LLP
(05) PrimeVest Financial Services
(06) ND Capital, Inc.
(07) Berthel Fisher Financial Services, Inc.
(08) Protective Group Securities Corp.
(09) Corporate Funding, Ltd.
(10) Investment Centers of America, Inc.
(11) Invest Financial Corp.
(12) First Montauk Securities Corp.
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7. (a) Indicate the title and code of each class of securities
registered and, where a class of convertible securities is being
registered, indicate the title and code of any class of
securities into which such securities may be converted.
Title of Security Code
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(01) Shares of Beneficial Interest EQ
8. Indicate on the following table the amount and aggregate offering
price of securities registered and sold to date for the account of
the issuer and for the account(s) of any selling security holder(s).
FOR THE ACCOUNT OF THE ISSUER
- ---------------------------------------------------------------------------
Aggregate Aggregate
price of offering
Title offering price of
of Amount amount Amount amount
security registered registered sold sold
- ---------------------------------------------------------------------------
Shares of
Beneficial
Interest 1,000,000 $7,850,000 1,000,000 $ 7,850,000
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9. State, if known, or furnish a reasonable estimate of, the amount of
expenses incurred for the issuer's account in connection with the
issuance and distribution of the securities registered for each
category listed below. Place an "X" to the left of any amount given
that is an estimate.
Direct or indirect payments Direct or indirect
to directors, officers, payments to others
general partners of the
issuer or their associates;
to persons owning ten percent
or more of any class of
equity securities of the
issuer; and to affiliates of
the issuer
- ------------------------------------------------------------------------
(01) Underwriting
discounts and
commissions $ 0 $ 622,042
(02) Finders' Fees 0 0
(03) Expenses paid
to or for
underwriters 0 0
(04) Other expenses 0 64,418
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(05) Total Expenses $ 0 $ 686,460
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10. Indicate the net offering proceeds to the issuer after the total
expenses in No. 9 above.
$ 7,163,540
===========
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11. State, if known, or furnish a reasonable estimate of, the amount of
net offering proceeds to the issuer used for each of the purposes
listed below. Do not include any amount in "working capital" to
which a more specific category is applicable. Place an "X" to the
left of any amount given that is an estimate.
Direct or indirect payments Direct or indirect
to directors, officers, payments to others
general partners of the
issuer or their associates;
to persons owning ten percent
or more of any class of
equity securities of the
issuer; and to affiliates of
the issuer
- -----------------------------------------------------------------------
(01) Construction of
plant, building
and facilities $ 0 $ 0
(02) Purchase and
installation of
machinery and
equipment 0 0
(03) Purchase of real
estate 0 7,163,540
(04) Acquistion of
other business(es) 0 0
(05) Repayment of
indebtedness 0 0
(06) Working capital 0 0
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Temporary investment (specify)
None.
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Other purposes (specify)
None.
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12. Do the use(s) of proceeds in No. 11 represent a material change in
the use(s) of proceeds described in the prospectus?
Yes No X
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SIGNATURE
Pursuant to the requirements of Rule 463 under the Securities Act
of 1933, INVESTORS REAL ESTATE TRUST has caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
INVESTORS REAL ESTATE TRUST
/s/ Thomas A. Wentz, Sr.
By __________________________________
Thomas A. Wentz, Sr.
Vice-President
Date: May 22, 1999
