<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
INLAND REAL ESTATE CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
INLAND REAL ESTATE CORPORATION
2901 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
_______________
To the Stockholders of
Inland Real Estate Corporation
Notice is hereby given that the annual meeting of stockholders (the
"Meeting") of Inland Real Estate Corporation, a Maryland corporation (the
"Company"), will be convened at the executive offices of the Company, 2901
Butterfield Road, Oak Brook, Illinois on June 17, 1997, at 9:00 a.m. central
standard time (the "Meeting Date"). All stockholders of record of the Company
as of the close of business on May 7, 1997 (the "Stockholders") are entitled to
attend the Meeting on the Meeting Date if they so elect. The Company is
soliciting proxies, pursuant to the attached proxy statement, for use at the
Meeting on the Meeting Date. The Company expects that a quorum will be present
on the Meeting Date and that the proposals to be considered by the Stockholders
at the Meeting will be:
(1) To elect five (5) directors to hold office until the next annual
meeting of Stockholders or otherwise as provided in the bylaws of the Company;
(2) To concur in the selection of KPMG Peat Marwick LLP as independent
public accountants of the Company for the year 1997; and
(3) To consider and act upon a proposal to amend the Company's Second
Articles of Amendment and Restatement, as amended, to increase the Company's
authorized shares of common stock from 24.0 million to 100.0 million.
(4) To transact such other business as may properly come before the
Meeting, or any adjournment thereof.
The board of directors of the Company has fixed the close of business on
May 7, 1997, as the record date for the determination of Stockholders entitled
to notice of and to vote at the Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE,
SIGN AND RETURN THE ENCLOSED FORM OF PROXY. THANK YOU.
_________________________________
Robert D. Parks
President and
Chief Executive Officer
<PAGE> 3
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS OF
INLAND REAL ESTATE CORPORATION
JUNE 17, 1997
This proxy statement is furnished to stockholders of record as of the
close of business on May 7, 1997 (the "Stockholders") of Inland Real Estate
Corporation (the "Company"), in connection with the solicitation of proxies by
and on behalf of the members of the board of directors of the Company (the
"Board of Directors") to be voted at the annual meeting of stockholders to be
held on June 17, 1997 at 9:00 a.m. central time and at any and all adjournments
of that meeting (the "Meeting"). The Meeting of the stockholders will be
convened at the Company's executive offices located at 2901 Butterfield Road,
Oak Brook, Illinois.
Stockholders who wish to attend the Meeting are urged to contact Roberta
S. Matlin at (630) 218-8000 to advise the Company of their intention to attend
the Meeting so that appropriate arrangements can be made. The Company will
solicit proxies by mail and will bear all costs associated with the
solicitation.
All shares of the Company's common stock, $.01 par value per share (the
"Shares") represented by properly executed proxies in the accompanying form
received by the Board of Directors prior to the Meeting will be voted at the
Meeting. Shares not represented by properly executed proxies will not be
voted. All proxies will be voted in accordance with the instructions contained
therein. If a Stockholder does not specify a choice, in an otherwise properly
executed proxy, with respect to any proposal referred to therein, the Shares
represented by that proxy will be voted in accordance with the recommendations
of the Board of Directors described herein. A Stockholder who signs and
returns a proxy in the accompanying form may revoke it by: (i) giving written
notice of revocation to the secretary of the Company before the proxy is voted
at the Meeting; (ii) executing and delivering a later-dated proxy; or (iii)
attending the Meeting and voting his or her Shares in person. Mere attendance
at the meeting will not be sufficient to revoke the proxy.
The Board of Directors has fixed the close of business on May 7, 1997 as
the date for the determination of Stockholders entitled to notice of and to
vote at the Meeting (the "Record Date"). On the Record Date, the Company had
12,279,752.62 Shares outstanding, each of which entitles the holder thereof to
one vote at the Meeting. Only Stockholders of record as of the Record Date
will be entitled to vote at the Meeting or any adjournments thereof. A quorum,
consisting of the holders of at least a majority of the issued and outstanding
Shares eligible to vote, must be present, in person or by proxy, at the Meeting
for valid Stockholder action to be taken.
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 is being mailed to Stockholders concurrently with this
Proxy Statement.
The Company's mailing address is 2901 Butterfield Road, Oak Brook,
Illinois 60521. This Proxy Statement and proxy card are first being mailed to
the Stockholders on or about May 10, 1997.
2
<PAGE> 4
MATTERS TO BE CONSIDERED BY STOCKHOLDERS
1. ELECTION OF DIRECTORS
Five Directors will be elected at the Meeting, each to serve until the
next annual meeting of stockholders or otherwise as provided in the Bylaws and
until their respective successors are elected and qualified. Pursuant to the
Bylaws, a majority of the directors must be unaffiliated with the Company (the
"Independent Directors") while the remaining directors will be affiliated with
the Company (the "Affiliated Directors"). Unless instructions to the contrary
are given, the persons named as proxy voters ("Proxies") in the accompanying
proxy, or their substitutes, will vote for the nominees set forth below for
director with respect to all proxies received by the Company. If any nominee
should become unavailable for any reason, the Proxies intend to cast votes for
a substitute nominee designated by the Independent Directors with respect to
the unavailability of an Independent Director and by the remaining directors
with respect to the unavailability of an Affiliated Director.
The Company's Second Articles of Amendment and Restatement state that an
Independent Director may not be affiliated, directly or indirectly (including
through a member of his immediate family), with the Company or the advisor to
the Company, Inland Real Estate Advisory Services, Inc. (the "Advisor"), or own
any material interest in, be employed by, have any material business or
professional relationship with, or serve as an officer or director of the
Company, the Advisor or its affiliates. Additionally, an Independent Director
may not serve as a director or trustee for more than two other real estate
investment trusts ("REIT") organized by the Company or the Advisor and may not
perform other services for the Company, except as a Director.
The names of the nominees for Independent Director and certain information
regarding them, including their principal occupations for the past five years,
are as follows:
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME AGE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS DIRECTOR
- ---- --- ------------------------------------------- ----------
<S> <C> <C> <C>
Douglas R. Finlayson, 57 Independent Director of the Company since 1994
M.D. October 1994. Dr. Finlayson is presently
in private practice as a consultant in
nutritional and preventative medicine.
From 1968 to 1971, Dr. Finlayson was a
battalion surgeon in the United States
Army. Dr. Finlayson began private
practice in 1971 joining the staff of
Northwest Community Hospital, and from
1982 until 1988, Dr. Finlayson served as
Medical Director of the Rolling Meadows
Alcohol and Drug Dependence Program of
Lutheran Welfare Services. From 1988
until joining Westlake Clinic in 1992, Dr.
Finlayson practiced medicine on a
part-time basis primarily in the area of
nutritional medicine. Since 1975, Dr.
Finlayson has been involved with buying
and selling real estate assets, including
vacant land, speculative housing and
rental properties, for his own account.
In 1978, Dr. Finlayson acquired and
developed 100 acres in South Barrington,
Illinois,
</TABLE>
3
<PAGE> 5
<TABLE>
<S> <C> <C> <C>
and as a member of the Church Building
Committee, led the development of the
Willow Creek Community Church Campus.
Since 1983, Dr. Finlayson has been
designing computer software systems for
medical application including projects for
the Illinois Hospital Association. Dr.
Finlayson holds a B.S. Degree in Chemistry
from the University of Illinois and a M.D.
Degree from the University of Heidelberg,
Germany.
Heidi N. Lawton 35 Independent Director of the Company since 1994
October 1994. Ms. Lawton is managing
broker, owner and president of Lawton
Realty Group, an Oak Brook, Illinois real
estate brokerage firm which she founded in
1989. Lawton Realty Group employs four
full-time associates and generates sales
volume of approximately $20,000,000
annually. The firm specializes in
commercial, industrial and investment real
estate brokerage. Ms. Lawton is
responsible for all aspects of the
operations of the company. She also
structures real estate investments for
clients -- procuring partner/investors,
acquiring land and properties and
obtaining financing for development and/or
acquisition. Prior to founding Lawton
Realty Group and while she was earning her
B.S. Degree in business management from
the National College of Education, she was
managing broker for VCR Realty in Addison,
Illinois. While there, she was engaged
primarily in brokerage of industrial and
commercial property. She also provided
property management services, including
leasing, for a portfolio of more than 100
properties, which included condominium
complexes, industrial, apartment and small
retail shopping centers. At the beginning
of her career in real estate, she acted as
a general contractor building and selling
single-family homes as well as a retail
center in Lombard, Illinois. As a
licensed real estate professional since
1982, she has served as a member of the
Certified Commercial Investment Members,
secretary of the Northern Illinois
Association of Commercial Realtors, and is
a past board member and commercial
director of the DuPage Association of
Realtors.
</TABLE>
4
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
Roland W. Burris 59 Independent Director of the Company since 1995
January 1996. Mr. Burris has been the
Managing Partner of Jones, Ware & Grenard,
a Chicago law firm, since June 1995, where
he practices primarily in the areas of
environmental, banking and consumer
protection. After obtaining his law
degree from Howard University Law School
in 1963, Mr. Burris began a career in the
banking industry initially as a federal
bank examiner and then at Continental
Illinois National Bank where he rose to
the position of vice president. From 1973
to 1995, Mr. Burris was involved in State
of Illinois government including holding
the positions of State Comptroller and
Attorney General of the State of Illinois.
Mr. Burris completed his undergraduate
studies at Southern Illinois University
and studied international law as an
exchange student at the University of
Hamburg in Germany. Mr. Burris serves on
many boards, including the Illinois
Criminal Justice Authority, the Financial
Accounting Foundation, the Law Enforcement
Foundation of Illinois, the African
American Citizens Coalition on Regional
Development and the Boy Scouts of America.
He currently serves as chair of the
Illinois State Justice Commission. He is
also serving as an adjunct professor in
the Master of Public Administration
Program at Southern Illinois University.
</TABLE>
The names of the nominees for Affiliated Director and certain information
regarding them, including their principal occupations for the past five years,
are as follows:
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME AGE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS DIRECTOR
- ---- --- ------------------------------------------ ---------
<S> <C> <C> <C>
Robert D. Parks 53 President, Chief Executive Officer, Chief 1994
Operating Officer and Affiliated Director
of the Company since its formation in
1994. Mr. Parks joined The Inland Group,
Inc. and its Affiliates ("TIGI") in 1968.
He is a Director of TIGI and is President,
Chairman and Chief Executive Officer of
Inland Real Estate Investment Corporation
("IREIC") and is a Director of Inland
Securities Corporation. Mr. Parks is
responsible for the ongoing administration
of existing partnerships, corporate
budgeting and administration for IREIC.
In this capacity he oversees and
coordinates the marketing of all limited
partnership interests nationwide and has
overall
</TABLE>
5
<PAGE> 7
<TABLE>
<S> <C> <C> <C>
responsibility for the portfolio 1994
management of all partnership investments
and investor relations. Mr. Parks
received his B.A. Degree from Northeastern
Illinois University and M.A. from the
University of Chicago. He is a registered
Direct Participation Program Principal
with the National Association of
Securities Dealers, Inc. and a licensed
real estate broker. He is a member of the
Real Estate Investment Association and the
National Association of Real Estate
Investment Trusts.
G. Joseph Cosenza 53 G. Joseph Cosenza is a Director and Vice 1994
Chairman of The Inland Group, Inc. Mr.
Cosenza oversees, coordinates and directs
Inland's many enterprises and, in
addition, immediately supervises a staff
of eight persons who engage in property
acquisition. Mr. Cosenza has been a
consultant to other real estate entities
and lending institutions on property
appraisal methods. Mr. Cosenza received
his B.A. Degree from Northeastern Illinois
University and his M.S. Degree from
Northern Illinois University. From 1967
to 1968, he taught at the LaGrange School
District in Hodgkins, Illinois, and from
1968 to 1972, he served as Assistant
Principal and taught in the Wheeling,
Illinois School District. Mr. Cosenza has
been a licensed real estate broker since
1968 and an active member of various
national and local real estate
associations, including the National
Association of Realtors and the Urban Land
Institute. Mr. Cosenza has also been
Chairman of the Board of American National
Bank of DuPage, and has served on the
Board of Directors of Continental Bank of
Oakbrook Terrace. He is presently
Chairman of the Board of Westbank, in
Westchester, Illinois.
</TABLE>
The Board of Directors met in person four times during the fiscal year
ended December 31, 1996 in addition to numerous meetings conducted
telephonically to discuss properties. The Board has not established any
nominating, compensation or other committees or groups performing similar
functions other than an audit committee comprised of Ms. Lawton and Mr. Burris.
The function of the audit committee is to work with the Company's independent
auditors and generally oversee the management-auditor relationship. The audit
committee met four times during the fiscal year ended December 31, 1996.
6
<PAGE> 8
THE BOARD OF DIRECTORS RECOMMENDS THAT THE FOREGOING NOMINEES BE ELECTED.
The five nominees receiving the most votes (a majority of which must be
Independent Directors) cast by Stockholders present in person or by proxy and
eligible to vote at the Meeting, a quorum being present, will be elected as
Directors of the Company.
2. CONCURRENCE IN APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The financial statements of the Company are included in the Company's
Annual Report furnished to all Stockholders. The Board of Directors has
appointed KPMG Peat Marwick LLP as independent public accountants for the
Company to examine its financial statements for the fiscal year ending
December 31, 1997 and seeks the Stockholders' concurrence in this appointment.
The Board of Directors believes that KPMG Peat Marwick LLP is knowledgeable
about the Company's operations and accounting practices and is well qualified
to act in the capacity of independent public accountants to the Company.
KPMG Peat Marwick LLP acted as the Company's principal accountants for the
fiscal year ended December 31, 1996. The total fees for services paid by the
Company to KPMG Peat Marwick LLP in 1996 were approximately $120,000.
Fees applicable to the audit of the Company's financial statements will be
reviewed by the Board of Directors before the services are provided.
Generally, other services to be provided by KPMG Peat Marwick LLP will not
require prior approval by the Board of Directors, but will be subsequently
reviewed by the Board of Directors.
Although the selection of an auditor does not require a vote of the
Stockholders, the Board of Directors believes it is desirable to obtain the
concurrence of the Stockholders to this selection. Due to the difficulty and
expense involved in retaining another independent firm on short notice, the
Board of Directors does not contemplate appointing another firm to act as the
Company's independent auditor for the fiscal year ended December 31, 1997 if
the Stockholders do not concur in the appointment of KPMG Peat Marwick LLP.
Instead, if the Stockholders do not concur in the appointment of KPMG Peat
Marwick LLP for the fiscal ended December 31, 1997, the Board of Directors will
consider the vote as advice in making their selection of an independent auditor
for the following year. Representatives of KPMG Peat Marwick LLP are expected
to be present at the Meeting and will have the opportunity to make a statement
if they so desire and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS CONCUR IN THE
FOLLOWING RESOLUTION WHICH WILL BE PRESENTED FOR A VOTE OF THE STOCKHOLDERS AT
THE ANNUAL MEETING:
RESOLVED, THAT THE STOCKHOLDERS CONCUR IN THE APPOINTMENT BY
THE BOARD OF DIRECTORS OF KPMG PEAT MARWICK LLP TO SERVE AS THE
COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDED DECEMBER
31, 1997.
The affirmative vote of a majority of the votes cast by Stockholders
present in person or by proxy and eligible to vote at the Meeting, a quorum
being present, is required to concur in the selection.
7
<PAGE> 9
3. PROPOSAL TO AMEND THE COMPANY'S SECOND ARTICLES OF AMENDMENT AND
RESTATEMENT, AS AMENDED, TO INCREASE THE COMPANY'S AUTHORIZED SHARES OF COMMON
STOCK FROM 24.0 MILLION TO 100.0 MILLION.
The Board of Directors has unanimously adopted resolutions approving, and
authorizing management to take those actions as are necessary to submit to a
vote of the Stockholders, an amendment to the Company's Second Articles of
Amendment and Restatement, as amended (the "Certificate"), to increase the
Company's authorized common stock from 24.0 million shares to 100.0 million
shares (the "Amendment"). The relative rights and limitations of and on the
Common Stock will remain unchanged under the Amendment. The text of the
proposed amendment is attached hereto as Annex A. As of May 7, 1997, there
were 12,279,752.62 shares of common stock issued and outstanding, leaving
approximately 11,720,247.38 authorized but unissued shares of common stock
available for other corporate purposes or opportunities.
The Board of Directors believes that the number of Authorized Shares
available for issuance would likely be insufficient for corporate purposes or
opportunities that may arise. The Board of Directors, therefore, believes that
it is desirable to seek Stockholder authorization at the Meeting to amend the
Certificate to increase the authorized shares of common stock to 100.0 million
shares from 24.0 million shares. The Company commenced an offering of 10.0
million shares of common stock on a "best efforts" basis for $10.00 per share
on July 24, 1996. As of May 7, 1997, the Company had sold 7,006,216
million of these shares. Following completion of this offering, the Company
anticipates offering an additional 7.8 million shares on a "best efforts"
basis. On May 8, 1997, the Company filed a registration statement on Form S-11
to register the shares that would be distributed in this offering. After
giving effect to the sale of shares in the existing offering and the proposed
offering, as well as shares issuable on exercise of warrants or available for
distribution through the Company's distribution reinvestment plan, the Company
would not have any authorized but unissued shares available for future
financings or other corporate purposes. If the Amendment is approved, the
Board of Directors believes that the Company will have sufficient shares of
common stock available for corporate purposes or opportunities as might arise
without undertaking the expense and delay that would be occasioned by having to
call a special meeting of the Stockholders. Depending on market conditions and
other factors, management may recommend that the Board of Directors authorize
the sale of additional shares of common stock in a public or private
transaction to satisfy capital needs brought about by these corporate purposes
or opportunities. The Board of Directors will have the power to issue these
additional shares without further Stockholder approval except as may be
required by law or regulation.
The issuance of additional shares of common stock may, among other things,
have a dilutive effect on earnings per share and on the equity and voting power
of current Stockholders. Stockholders do not have any preemptive rights.
Under applicable Maryland law, holders of the common stock are generally
entitled to vote on any proposed amendment to the Certificate or other
corporate action, such as a merger, which would effect an exchange or
reclassification of all or a portion of the class of stock, increase or
decrease the aggregate number of authorized shares of the class, or otherwise
affect the preferences or relative rights of the class.
The issuance of any of the shares of common stock proposed to be
authorized, as well as currently authorized but unissued shares of common
stock, may, under certain circumstances, make attempts to acquire control of
the Company more difficult. For example, an issuance of additional
8
<PAGE> 10
shares may make it more difficult to obtain Stockholder approval of
actions such as removal of directors or bylaw amendments. The increase in
authorized shares of common stock has not, however, been proposed for an
antitakeover related purpose and the Board of Directors and management have no
knowledge of any current efforts to obtain control of the Company or to effect
large accumulations of its common stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE
CERTIFICATE.
The affirmative vote of a majority of the Shares is required for the
adoption of the Amendment.
EXECUTIVE OFFICERS
The following table sets forth information with respect to the executive
officers of the Company. Each officer is selected by the Board of Directors
and serves until his or her successor is elected and qualified or until his or
her death, resignation or removal by the Board of Directors. The biography of
Mr. Parks is set forth above.
<TABLE>
<CAPTION>
OFFICE &
PRINCIPAL OCCUPATION(S) DURING YEAR FIRST
NAME AGE PAST 5 YEARS ELECTED
- ---- --- ------------ ----------
<S> <C> <C> <C>
Roberta S. Matlin 52 Vice President - Administration Vice
of the Company since March 1995. President-Administration;
Ms. Matlin joined Inland in 1984 1995
as Director of Investor
Administration and currently
serves as Senior Vice President -
Investments of IREIC directing
the day-to-day internal
operations. She is also a
Director of Inland Securities
Corporation. Prior to joining
Inland, Ms. Matlin spent 11 years
with the Chicago Region of the
Social Security Administration of
the United States Department of
Health and Human Services. Ms.
Matlin received her B.A. Degree
from the University of Illinois.
She is registered with the NASD
as a general securities
principal.
Kelly Tucek 34 Secretary, Treasurer and Chief Secretary, Treasurer
Financial Officer of the Company and Chief Financial
since August 1996. Ms. Tucek Officer; 1995
joined Inland in 1989 and is an
Assistant Vice
</TABLE>
9
<PAGE> 11
<TABLE>
<S> <C> <C> <C>
President of IREIC. Ms. Tucek is
responsible for the Investment
Accounting Department which includes
the accounting for the Company and
all public limited partnership
accounting functions along with
quarterly and annual SEC filings.
Prior to joining Inland, Ms.
Tucek was on the audit staff of
Coopers and Lybrand since 1984.
She received her B.A. Degree in
Accounting and Computer Science
from North Central College.
Patricia A. Assistant Secretary of the Assistant Secretary;
Challenger 44 Company since March 1995. Ms. 1994
Challenger joined Inland in
1985. She is currently a
Senior Vice President of IREIC
in the area of asset
management. As head of the
Asset Management Department,
she develops operating and
disposition strategies for all
investment-owned properties.
Ms. Challenger received her
B.S. Degree from George
Washington University and her
Master's Degree from Virginia
Tech University. Ms.
Challenger was selected and
served from 1980 to 1984 as
Presidential Management Intern,
where she was part of a special
government-wide task force to
eliminate waste, fraud and
abuse in government contracting
and also served as Senior
Contract Specialist responsible
for capital improvements in 109
government properties. Ms.
Challenger is a licensed real
estate broker, NASD registered
securities sales representative
and is a member of the Urban
Land Institute.
</TABLE>
10
<PAGE> 12
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
A. Director Compensation
The Independent Directors are paid an annual fee of $1,000 plus $250 for
each board or committee meeting attended (in person or by telephone). During
the fiscal year ended December 31, 1996, Dr. Finlayson received fees totaling
$3,000 and Ms. Lawton and Mr. Burris each received fees totaling $4,000. Ms.
Lawton and Mr. Burris received an additional $250 for each audit committee
meeting attended resulting in an additional $1,000 each for the four audit
meetings they attended. The Affiliated Directors do not receive any
compensation from the Company since they are employees, officers and/or
directors of the Advisor and/or its affiliates and are compensated by these
entities, in part, for their services to the Company.
Immediately after the consummation of the Company's initial public
offering on October 14, 1994, each Independent Director received options to
purchase 3,000 Shares at an exercise price of $9.05 per Share under the
Company's Independent Director Stock Option Plan. Beginning with the annual
meeting of the Company's shareholders in 1995, and annually thereafter, each
Independent Director in office on the date of the annual meeting of the
Company's Stockholders received, and will continue to receive, an annual grant
of options to purchase 500 Shares at the then-current market price.
B. Executive Compensation
The Executive Officers of the Company received no compensation from the
Company for services rendered for the last three fiscal years ended December
31, 1996, 1995 and 1994, respectively, since each of these individuals are
employees, officers and/or directors of the Advisor and/or its affiliates and
are compensated by these entities, in part, for their services to the Company.
11
<PAGE> 13
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Shares, as of the date of this Proxy Statement by:
(i) each Stockholder known by the Company to own beneficially in excess of 5%
of the outstanding Shares; (ii) each Director; (iii) each Executive Officer;
and (iv) all Directors and Executive Officers as a group. Except as otherwise
indicated in the footnotes to the table, the persons named below have sole
voting and investment power with respect to the Shares beneficially owned by
such person.
<TABLE>
<CAPTION>
SHARES TO BE
BENEFICIALLY OWNED
AFTER COMPLETION
OF THE OFFERING
(ASSUMING THE
MAXIMUM OFFERING
SHARES BENEFICIALLY OWNED IS SOLD)
------------------------ ------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT
- ------------------------------------ ------ ------ ------ -------
<S> <C> <C> <C> <C>
Robert D. Parks (a)(b) 9,497.3952 * 9,497.3952 *
G. Joseph Cosenza (a)(b) 22,569.0610 * 22,569.0610 *
Roland W. Burris (c)(f) 1,000.00 * 1,000.00 *
Douglas R. Finlayson, M.D. (d)(f) -- * -- *
Heidi N. Lawton (e)(f) -- * -- *
Kelly Tucek (a) -- * -- *
Roberta S. Matlin (a) 132.5778 * 132.5778 *
Directors and Executive Officers as
a Group (seven persons)
</TABLE>
___________________________
(a) The business address of each of Messrs. Parks and Cosenza, Ms. Matlin and
Ms. Tucek is c/o The Inland Group, Inc., 2901 Butterfield Road, Oak Brook,
Illinois 60521.
(b) Includes 20,000 Shares owned by the Advisor, of which Messrs. Parks and
Cosenza disclaim beneficial ownership. The Advisor is a wholly-owned
subsidiary of Inland Real Estate Investment Corporation, which is an
affiliate of The Inland Group, Inc. Messrs. Parks and Cosenza are control
persons with respect to The Inland Group, Inc.
(c) The business address of Mr. Burris is c/o Jones, Ware & Grenard, 180
North LaSalle Street, Suite 3800, Chicago, Illinois 60601.
(d) The business address of Dr. Finlayson is c/o Westlake Clinic, 214
Washington Street, Ingleside, Illinois 60041.
(e) The business address of Ms. Lawton is c/o Lawton Realty Group, 2100
Clearwater Drive, Suite 106, Oak Brook, Illinois 60521.
(f) Does not include 3,500, 4,000 and 4,000 Shares issuable upon exercise of
options granted to Mr. Burris, Dr. Finlayson and Ms. Lawton, respectively,
pursuant to the Company's Independent Director Stock Option Plan.
* Less than 1% of the Company's outstanding shares of Common Stock, as of the
date hereof.
12
<PAGE> 14
STOCKHOLDER PROPOSALS
Stockholder proposals for the Annual Meeting of Stockholders for the
fiscal year ended December 31, 1997 will not be included in the Company's Proxy
Statement for that meeting unless received by the Company at its executive
office in Oak Brook, Illinois, on or prior to ______, 1997. These proposals
must also meet the other requirements of the rules of the Securities and
Exchange Commission relating to stockholder proposals.
OTHER MATTERS
As of the date of this Proxy Statement, the above is the only business
known to management to be acted upon at the Meeting. However, if other matters
not known to management should properly come before the Meeting, the persons
appointed by the signed proxy intend to vote it in accordance with their best
judgment.
By the order of the Board of Directors,
__________________________________________
Robert D. Parks
President and
Chief Executive Officer
Oak Brook, Illinois
____________, 1997
YOUR VOTE IS IMPORTANT. THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
13
<PAGE> 15
ANNEX A
CERTIFICATE OF AMENDMENT
OF
SECOND ARTICLES OF AMENDMENT AND RESTATEMENT
Inland Real Estate Corporation (the "Corporation"), a corporation
organized and existing under any by virtue of the General Corporation Law of
the State of Maryland, DOES HEREBY CERTIFY:
FIRST: That on May 5th, 1997, the Board of Directors of the Corporation
duly adopted the following resolutions setting forth a proposed amendment to
the Corporation's Second Articles of Amendment and Restatement declaring the
amendment to be advisable. The resolution setting forth the proposed
amendments is as follows:
RESOLVED, that Article VI, Section 1 of the Second Articles of Amendment
and Restatement of this Corporation is hereby amended to delete the first and
second sentence and substitute in its entirety the following:
The total number of shares of stock which the Company has authority to
issue is 106,000,000 shares of which 100,000,000 shares are shares of common
stock, $0.01 par value per share ("Common Stock") and 6,000,000 shares of
preferred stock, $0.01 par value per share ("Preferred Stock"). The aggregate
par value of the shares of authorized Common Stock is $1,000,000.
<PAGE> 16
[FRONT]
PROXY FOR ANNUAL MEETING
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
INLAND REAL ESTATE CORPORATION
2901 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
The undersigned hereby appoints Roberta S. Matlin and Kelly Tucek as Proxies,
each with the power to appoint her substitute, and hereby authorizes them to
represent and to vote, as designated below, all the shares of common stock of
Inland Real Estate Corporation held of record by the undersigned on May 7,
1997, at the Annual Meeting of Stockholders to be held on June 17, 1997 or any
adjournment thereof.
1. ELECTION OF DIRECTORS (Mark only one box)
FOR / / AGAINST / /
all nominees listed below all nominees listed below
(except as marked to the
contrary below)
Robert D. Parks; G. Joseph Cosenza; Douglas R. Finlayson, M.D.; Heidi N.
Lawton; Roland W. Burris
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list above.)
2. PROPOSAL TO CONCUR IN THE APPOINTMENT OF KPMG PEAT MARWICK LLP as the
independent public accountants of the Company for the fiscal year ended
December 31, 1997 (Mark only one box)
FOR / / AGAINST / / ABSTAIN / /
3. PROPOSAL TO AMEND THE COMPANY'S SECOND ARTICLES OF AMENDMENT AND
RESTATEMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 24.0 MILLION TO 100.0 MILLION SHARES (Mark only one box)
FOR / / AGAINST / / ABSTAIN / /
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.
This Proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this Proxy will be
voted FOR Proposals 1, 2 and 3.
Please sign exactly as name appears below.
_____________________________________
(Affix Mailing Label Here)
Date: _____________________________, 1997
<PAGE> 17
[REVERSE SIDE]
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
When shares are held by joint tenants, both should sign. When signing as
executor, trustee, guardian or in another representative capacity, please give
full title as such. If a corporation, please sign in full corporate name by
the president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
______________________________________
Signature of Stockholder
______________________________________
Signature, if held jointly
If signing as attorney, executor, administrator, trustee or guardian or on
behalf of an entity (corporation, partnership, etc.), please indicate office or
capacity.
Title: _________________________________
