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INVESTORS REAL ESTATE TRUST
(Exact name of registrant as specified
in governing instruments)
12 SOUTH MAIN STREET
MINOT, ND 58701
(Address of principal executive offices,
including zip code)
TIMOTHY P. MIHALICK
12 SOUTH MAIN STREET
MINOT, ND 58701
(Name and address of agent for service)
Copies of communications to:
THOMAS A. WENTZ, JR., ESQ.
PRINGLE & HERIGSTAD, P.C.
P.O. BOX 1000
MINOT, ND 58702-1000
(701) 852-0381
FAX (701) 857-1361
Approximate date of commencement of proposed sale to the public: As soon as practicable on or after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act of 1933, check the following box. ___X___
CALCULATION OF REGISTRATION FEE
Title of Securities |
Amount to be |
Proposed Maximum |
Proposed Maximum |
Amount of |
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Shares |
Per Share |
aggregate offering price |
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The registrant hereby amends this registration statement on such dates or date as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Page 1 of 131
LACK OF SEPARATE REPRESENTATION
IRET, the Advisor and the principals of IRET and Advisor are not represented
by separate counsel. IRET is represented by the law firm of Pringle &
Herigstad, P.C., which has also acted and will continue to act as counsel
to the Advisor and various affiliates of the Advisor with respect to other
matters. Thomas A. Wentz, Jr., is a trustee of IRET and, until December
31, 1999, will be a partner in Pringle & Herigstad, P.C.
DETERMINATION OF OFFERING PRICE
The offering price of $8.40 per share has been arbitrarily established by IRET and is higher than the recent market price for said shares. See "Market Price Of and Dividends on IRET's Shares of Beneficial Interest."
DILUTION
The book value of IRET shares of beneficial interest is substantially
less than the purchase price to new shareholders under this Offering. As
of July 31, 1999, the book value of the 19,923,692 shares then outstanding
was $4.59. Assuming all of the shares registered under this Offering are
sold, the estimated resulting book value will be $4.74 per share. Thus,
a purchasing shareholder paying $8.40 per share under this Offering will
incur an immediate book value dilution of $3.66 per share.
PLAN OF DISTRIBUTION
The shares offered by this Prospectus shall be sold by Broker-Dealers
who are members of the National Association of Securities Dealers and have
entered into a Sales Agreement with IRET. These Broker-Dealers
are as follows:
American Heartland Investments, Inc., American Investment Services, Inc., Berthel Fisher Financial Services, Inc., Eagle One Investments, LLC, Fintegra Financial Solutions, First Montauk Securities Corp., Garry Pierce Financial Services, LLP, Huntingdon Securities Corporation, Inland National Securities, Inc., Invest Financial, Investment Centers of America, Inc., ND Capital, Inc., Netcap Preferred Equity, Ltd., Primevest Financial Services, Inc., Proequities, Inc., American Heartland Investments, Inc.
All shares shall be sold on a "best efforts" basis with no guarantee or requirement that any shares be sold. All sales to purchasers are subject to certain requirements as follows:
For each share sold, the selling Broker-Dealer shall receive a commission of eight percent (approximately $.67 per share). No other compensation or fees other than the percentage commission shall be paid by IRET to said Broker-Dealers. The relationship between the Broker-Dealers and IRET may be terminated by either party at any time for any reason. All Broker-Dealers have the opportunity to sell the entire Offering.
WHO MAY INVEST
In order to purchase shares, an investor must be a resident of one
of the following states: North Dakota, South Dakota, Montana, Minnesota,
Colorado and such other states as may be added by a supplement to this
Prospectus. In the following states, the following disclaimers apply and
the purchaser must satisfy the following investor qualifications imposed
by that state:
Page 24 of 131
Dated this 10th day of December, 1999.
INVESTORS REAL ESTATE TRUST
__/S/ Thomas A. Wentz, Jr.________
By: Thomas A. Wentz, Jr.
Its: Vice President
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