SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
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14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-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)(1) 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):
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(4) Proposed maximum aggregate value of transaction:
________________________________________________________________
(5) Stockholder fee paid:
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[ ] 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:
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(4) Date Filed:
___________________________________________________
INLAND REAL ESTATE CORPORATION
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
DATE: June 8, 1999
TIME: 9:00 a.m. CDT
PLACE: Inland Meeting-Exposition Ctr.
400 East Ogden Avenue
Westmont, Illinois
INLAND REAL ESTATE CORPORATION
2901 Butterfield Road
Oak Brook, Illinois 60523
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
_______________
DATE: June 8, 1999
TIME: 9:00 a.m. CDT
PLACE: Inland Meeting-Exposition Ctr.
400 East Ogden Avenue
Westmont, Illinois
Dear Stockholders:
At our annual meeting, we will ask you to:
(1) elect five (5) directors, a majority of whom must meet the
requirements to be "independent" as described in the proxy
statement under the section entitled "The Proposals --
Proposal No. 1;"
(2) ratify our selection of KPMG LLP f/k/a KPMG Peat Marwick LLP as our
principal independent public accountant for 1999; and
(3) transact any other business as may properly come before the annual
meeting, or any adjournment of the annual meeting.
If you were a stockholder of record at the close of business on April
15, 1999, you may vote at the annual meeting.
Sincerely,
/s/ Robert D. Parks
Robert D. Parks
President and
Chief Executive Officer
Our annual report for the fiscal year ended December 31, 1998 is enclosed.
INFORMATION ABOUT OUR ANNUAL MEETING
Information About Attending the Annual Meeting
Our annual meeting will be held on June 8, 1999 at 9:00 a.m. CDT at the
Inland Exposition-Meeting Center, 400 East Ogden Avenue, Westmont, Illinois.
If you would like to attend, please contact Ms. Roberta Matlin at (630) 218-
8000 to make arrangements.
Information About this Proxy Statement
We sent you this proxy statement and the enclosed proxy card because our
board of directors is soliciting your proxy to vote your shares at the annual
meeting. This proxy statement summarizes information we are required to
provide to you under the rules of the SEC and is designed to assist you in
voting your shares. On April 26, 1999, we began mailing the proxy materials
to all stockholders of record at the close of business on April 15, 1999.
Proposals to be Considered by You at the Annual Meeting
At the annual meeting, we will be asking you to:
Proposal No. 1: elect five directors, a majority of whom must meet
the requirements to be "independent" as described
in this proxy statement under the section entitled
"The Proposals -- Proposal No. 1;" and
Proposal No. 2: ratify our selection of KPMG LLP f/k/a KPMG
Peat Marwick LLP as our principal independent
public accountant for 1999.
Information About Voting
You may vote your shares at the annual meeting only if you are a
stockholder of record at the close of business on April 15, 1999. Each share
is entitled to one vote at the meeting. As of April 15, 1999, there were
54,240,199.3135 shares outstanding.
You may vote on the proposals presented at the annual meeting in one of two
ways:
* By Proxy: You can vote your shares by signing, dating and returning
the enclosed proxy card. If you do this, the individuals named on the
card will vote your shares in the manner you indicate. You may specify
on your proxy card how you would like your shares voted. If you do not
indicate instructions on the card, your shares will be voted for the
election of the individuals nominated for directors and for the
selection of KPMG LLP f/k/a KPMG Peat Marwick LLP as our principal
independent public accountant for 1999; or
* In Person: You may come to the annual meeting and cast your vote.
If you grant us a proxy, you may nevertheless revoke your proxy at any
time before it is exercised by: (1) sending notice to our secretary in
writing; (2) providing to us a later-dated proxy; or (3) attending the annual
meeting in person and voting your shares. Merely attending the annual
meeting, without further action, will not revoke your proxy.
Quorum; Tabulation of Votes
Votes cast by proxy or in person at the annual meeting will be tabulated
by an inspector of election appointed for the annual meeting. Each
stockholder is entitled to one vote per share. The inspector will determine
whether or not a quorum is present. In order for a quorum to be present and,
consequently, for action to be taken at the annual meeting, stockholders
owning a majority of our issued and outstanding shares must be present at the
meeting either in person or by proxy. For purposes of determining whether a
quorum exists, abstentions will be counted as shares that are present at the
meeting.
Although abstentions will be counted as shares that are present at the
annual meeting for purposes of determining whether a quorum exists, they will
not impact the election of directors since the five individuals receiving the
highest number of votes will be elected as directors. Additionally,
abstentions will not impact ratification of our selection of KPMG LLP f/k/a
KPMG Peat Marwick LLP as our principal independent accountant for 1999 since
the vote to approve this proposal requires approval of a majority of the
votes actually cast on the proposal.
Number of Votes Necessary for each Proposal to be Approved
* With respect to Proposal No. 1, the five individuals receiving the
highest number of votes will be elected as directors, provided that a
majority of these individuals must be "independent." To be
"independent" a director must meet the requirements described in this
proxy statement under the section entitled "The Proposals -- Proposal
No. 1."
* Approval of Proposal No. 2 requires the affirmative vote of a majority
of the votes actually cast on the proposal.
Please complete, sign and date the accompanying proxy card and return it
to us in the enclosed postage-paid envelope whether or not you plan to attend
the meeting.
Costs of Proxies
We will pay all costs associated with soliciting proxies, including the
cost of preparing, printing and mailing this proxy statement and hosting the
annual meeting. In addition to soliciting proxies by mail, proxies may be
solicited by our directors, officers and employees, including officers and
employees of our advisor, Inland Real Estate Advisory Services, Inc. None of
these individuals will receive additional compensation for doing so, but they
may be reimbursed for out-of-pocket expenses associated with the
solicitation.
Other Matters
We are unaware of any other matter which will be presented at the annual
meeting. Generally, no business, aside from the items discussed in this
proxy statement, may be transacted at the annual meeting. If, however, any
other matter properly comes before the annual meeting, your proxies are
authorized to vote on these matters at their discretion.
Where You Can Find More Information About Us
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports,
statements or other information we file with the SEC at the SEC's public
reference rooms located at: Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549; Seven World Trade Center, Suite 1300, New
York, New York 10048; and The Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330
for further information regarding the public reference rooms. Our SEC
filings are also available to the public on the website maintained by the SEC
at "http://www.sec.gov."
Information to Rely Upon When Casting Your Vote
You should rely only on the information contained in this proxy
statement or incorporated by reference in voting on the matters described
herein. No person has been authorized to give any information or to make any
representations other than those contained in or incorporated by reference in
this proxy statement in connection with the solicitation made by this proxy
statement and, if given or made, the information or representations must not
be relied upon as having been authorized by us. The delivery of this proxy
statement shall not, under any circumstances, create an implication that
there has not been a change in the facts set forth in this proxy statement or
in our affairs since the date hereof. This proxy statement does not
constitute a solicitation by anyone in any jurisdiction in which the
solicitation is not authorized or in which the person making the solicitation
is not qualified to do so or to anyone to whom it is unlawful to make a
solicitation.
THE PROPOSALS
PROPOSAL NO. 1: To elect five individuals to serve as directors to hold
office until the next annual meeting of stockholders, or otherwise as
provided in our Certificate of Incorporation.
Our board of directors consists of five individuals. A majority of
these individuals must be "independent" which means that the individual:
* is not affiliated with us or Inland Real Estate Advisory Services, Inc.
(our Advisor) whether by ownership of, ownership interest in, employment
by, any material business or professional relationship with, or as an
officer or director of, our Advisor or its affiliates;
* does not serve as a director for more than two other real estate
investment trusts organized by us or our Advisor; and
* performs no other services for us, except as a director.
Individuals meeting this standard are referred to as our "Independent
Directors."
The nominees for election to our board of directors as Independent
Directors are:
Joel G. Herter 61. Mr. Herter has been an Independent Director since
1997. Mr. Herter is a senior partner of Wolf & Company LLP where he has been
employed since 1978. Mr. Herter graduated from Elmhurst College in 1959
with a B.S. degree in business administration. His business experience
includes providing accounting and auditing, tax and general business services
including venture and conventional financing, forecasts and projections and
strategic planning to a variety of industries. From 1978 to 1991, Mr. Herter
served as managing partner for Wolf & Company LLP. Mr. Herter is a member of
the American Institute of Certified Public Accountants and the Illinois CPA
Society and is a past president and director of the Elmhurst Chamber of
Commerce. Mr. Herter was appointed by Governor Thompson of the State of
Illinois to serve on the 1992 World's Fair Authority. Mr. Herter currently
serves as chairman of the board of trustees of Elmhurst Memorial Hospital;
director of Suburban Bank and Trust Company; chairman of the board of
trustees of Elmhurst College; chairman of the DuPage Water Commission;
treasurer to the House Republican Campaign Committee and Friends of Lee
Daniels Committee; and treasurer for Illinois Attorney General Jim Ryan. Mr.
Herter was also appointed by Governor Edgar of the State of Illinois to the
Illinois Sports Facilities Authority.
Heidi N. Lawton 37. Ms. Lawton has been an Independent Director since
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 specializes in commercial, industrial
and investment real estate brokerage. Ms. Lawton is responsible for all
aspects of the operations of Lawton Realty Group. She also structures real
estate investments for clients, procures partner/investors, acquires
properties and obtains financing for development. 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 located in Addison, Illinois. While at VCR Realty, she was
engaged primarily in brokerage of industrial and commercial properties. She
also provided property management services, including leasing, for a
portfolio of more than 100 properties, including condominium complexes,
industrial properties, apartment complexes and small retail shopping centers.
At the beginning of her career in real estate, Ms. Lawton served as a general
contractor for the building and selling of 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.
Roland W. Burris 61. Mr. Burris has been an Independent Director since
January 1996. Mr. Burris is serving as "of counsel" to the Chicago law firm
of Buford, Peters, Ware & Zansitis, LLC. From 1995 to 1998, Mr. Burris was
the managing partner of Jones, Ware & Grenard. His areas of practice are
business transactions, estate and probate, wills and trusts, environmental
and consumer affairs. From 1973 to 1995, Mr. Burris was involved in the
State of Illinois government including serving as State Comptroller (1979 to
1991) and Attorney General (1991 to 1995). 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 has served 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, the Boy Scouts of America and chairman of the
Illinois State Justice Commission. He serves as an adjunct professor in the
Master of Public Administration Program at Southern Illinois University.
The names and biographies of the remaining nominees to our board of
directors are:
Robert D. Parks 55. Mr. Parks has been our president, chief executive
officer, chief operating officer and director since our formation in 1994.
Mr. Parks joined The Inland Group, Inc. and its affiliates in 1968. Mr.
Parks is a director of The Inland Group, Inc., is chairman of Inland Real
Estate Investment Corporation, is a director of both Inland Securities
Corporation and our Advisor, and is chairman and an affiliated director of
Inland Retail Real Estate Trust, Inc. Mr. Parks is responsible for the
ongoing administration of existing partnerships, corporate budgeting and
administration for Inland Real Estate Investment Corporation. In this
capacity he oversees and coordinates the marketing of all of its investments
nationwide and has overall responsibility for investor relations. Mr. Parks
received his B.A. degree from Northeastern Illinois University in 1965 and
his M.A. from the University of Chicago in 1968. He is a member of the Real
Estate Investment Association and the National Association of Real Estate
Investment Trusts.
G. Joseph Cosenza 55. Mr. Cosenza has been with The Inland Group, Inc.
and its affiliates since 1968 and is one of their four original principals.
He has been a director since our formation in 1994. Mr. Cosenza is a director
and vice chairman of The Inland Group, Inc. and oversees, coordinates and
directs Inland's many enterprises. In addition, Mr. Cosenza immediately
supervises a staff of nine 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 in the La Grange
Illinois School District 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 a director of Westbank in Westchester and Hillside, Illinois.
Our board of directors met eight times during 1998. Our board has
established an audit committee comprised of Ms. Lawton, Mr. Herter and Mr.
Burris. This committee met five times during 1998. The committee is
responsible for recommending the engagement of our independent accountant,
approving services performed by our independent accountant and reviewing and
evaluating our accounting system and internal controls. Our board has not
established any other committees.
Under our Bylaws, nominations for the election of directors may be made
by any of our stockholders entitled to vote in the election of directors, but
only if written notice of the stockholder's intent to make the nomination has
been received by us at our principal executive offices between 75 - 180 days
prior to the anniversary of the preceding year's annual meeting. If,
however, the date of the annual meeting is advanced by more than 30 days or
delayed by more than 60 days from the anniversary date, notice by the
stockholder must be delivered between 60 - 90 days prior to the annual
meeting or on the 10th day following the day on which public announcement of
the annual meeting is first made. The stockholder's notice must set forth:
* the name of each person the stockholder proposes to nominate for
election or reelection as a director and any other information that is
required to be disclosed in solicitation of proxies for election of
directors pursuant to Regulation 14A of the Securities Exchange Act of
1934; and
* the name and address of the stockholder as it appears on our books and
that of any beneficial owner, as well as the class and number of shares
of stock owned directly or indirectly by the stockholder.
Notwithstanding the above, if the number of directors to be elected to
the board is increased and there is no public announcement naming all of the
nominees or specifying the size of the increased board at least 70 days prior
to the anniversary of the preceding year's annual meeting, the requisite
notice will be considered timely, but only with respect to nominees for any
new positions created by the increase, if it is delivered to our secretary at
our principal executive offices not later than the close of business on the
10th day following the day on which public announcement of the upcoming
annual meeting is first made by us.
Recommendation of the Board: The board of directors hereby recommends and
nominates Joel G. Herter, Heidi N. Lawton, Roland W. Burris, Robert D. Parks
and G. Joseph Cosenza for election as directors to serve until the next
annual meeting of stockholders or otherwise as provided in our Certificate of
Incorporation.
Vote Required. The five nominees receiving the highest vote totals (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 our Directors.
PROPOSAL NO. 2: To ratify our selection of KPMG LLP f/k/a KPMG Peat
Marwick LLP as our principal independent accountant for 1999.
We believe that KPMG LLP f/k/a KPMG Peat Marwick LLP is knowledgeable
about our operations and accounting practices and is well qualified to act in
the capacity of our principal independent accountant. Therefore, we have
selected KPMG LLP f/k/a KPMG Peat Marwick LLP to act as our principal
independent accountant to examine our consolidated financial statements for
1999. Although our selection of an independent accountant does not require
your approval, we believe it is desirable to obtain your concurrence to our
selection. Due to the difficulty and expense involved in retaining another
independent accounting firm on short notice, we do not contemplate appointing
another firm to act as our independent accountant for 1999 if you do not
concur with our appointment of KPMG LLP f/k/a KPMG Peat Marwick LLP.
Instead, we will consider your vote as advice in making our selection of our
independent accountant next year.
Representatives of KPMG LLP f/k/a KPMG Peat Marwick LLP are expected to
be present at the annual meeting. They will have the opportunity to make a
statement if they so desire and will be available to respond to any
appropriate questions.
Recommendation of the Board: The board of directors recommends that you vote
"FOR" the following resolution which will be presented for a vote at the
annual meeting:
RESOLVED, that the stockholders ratify the appointment by the
board of directors of KPMG LLP f/k/a KPMG Peat Marwick LLP to serve as
the Company's principal independent accountant for 1999.
Vote Required. Provided a quorum is present, the affirmative vote of a
majority of the votes actually cast by stockholders on this proposal is
required to adopt the foregoing resolution.
OUR EXECUTIVE OFFICERS
Our executive officers are:
Robert D. Parks 55. Mr. Parks has been our president, chief executive
officer, chief operating officer and director since our formation in 1994.
Mr. Parks' biography is included above under the heading "The Proposals --
Proposal No.1," where biographies of each of the director nominees are
provided.
Roberta S. Matlin 54. Ms. Matlin has been our vice president -
administration since March 1995. Ms. Matlin joined The Inland Group, Inc. in
1984 as director of investor administration and currently serves as senior
vice president of Inland Real Estate Investment Corporation directing its
day-to-day internal operations. Ms. Matlin is a director of Inland Real
Estate Investment Corporation, Inland Securities Corporation and our Advisor
and is vice president - administration of Inland Retail Real Estate Trust,
Inc. Prior to joining The Inland Group, Inc., Ms. Matlin was employed for
eleven years by 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 in 1966 and is
registered with the NASD as a general securities principal.
Kelly Tucek 36. Ms. Tucek has been our secretary, treasurer and chief
financial officer since August 1996. Ms. Tucek joined The Inland Group, Inc.
in 1989 and is an assistant vice president of Inland Real Estate Investment
Corporation. Ms. Tucek is also the treasurer and chief financial officer of
Inland Retail Real Estate Trust, Inc. Ms. Tucek is responsible for the
Investment Accounting Department which is responsible for accounting and all
public limited partnership accounting functions along with quarterly and
annual SEC filings. Prior to joining The Inland Group, Inc., 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 in 1984.
Patricia A. Challenger 46. Ms. Challenger has been our assistant
secretary since March 1995. Ms. Challenger joined The Inland Group, Inc. in
1985. She is currently a senior vice president of Inland Real Estate
Investment Corporation in charge of the Asset Management Department where she
is responsible for developing operating and disposition strategies for
properties owned by Inland Real Estate Investment Corporation related
entities. Ms. Challenger received her B.S. degree from George Washington
University in 1975 and her Master's degree from Virginia Tech University in
1980. 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 governmental properties. Ms. Challenger is a licensed
real estate broker, NASD registered securities sales representative and
member of the Urban Land Institute.
COMPENSATION PAID TO OUR DIRECTORS AND OFFICERS
Director Compensation
We pay our Independent Directors an annual fee of $1,000 plus $250 for
each board meeting attended in person or by telephone. In addition, each
year on the date of our annual meeting, each Independent Director then in
office receives a grant of options to purchase 500 shares of our stock at an
exercise price equal to the then fair market value of the stock. Messrs.
Parks and Cosenza do not receive any fees or other remuneration for serving
as our directors because each of them is affiliated with our Advisor or its
affiliates.
Executive Compensation
Our executive officers do not receive compensation for services rendered
to us. Each of our executive officers are employees, officers and/or
directors of our Advisor and/or its affiliates and are compensated by these
entities, in part, for their services rendered to us. We pay our Advisor and
its affiliates certain fees in exchange for services they provide to us.
These fees are more fully described below under the heading "Certain
Relationships and Related Transactions."
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Below is a table which sets forth certain information regarding
beneficial ownership of our shares of common stock as of March 30, 1999 by:
(1) each person who is known by us to own more than five percent (5%) of our
common stock; (2) our directors, any nominees for directors, and each of our
officers; and (3) all current officers and directors as a group. Share
amounts and percentages shown for each person or entity are adjusted to give
effect to shares of our common stock that are not outstanding but may be
acquired by a person or entity upon exercise of all options and warrants
exercisable by such entity or person within sixty (60) days of March 30,
1999. However, those shares of common stock are not deemed to be outstanding
for the purpose of computing the percentage of outstanding shares
beneficially owned by any other person.
Shares Beneficially Owned
Name and Address of Beneficial Owner Number Percent
Robert D. Parks (a)(b) 50,444.0638 *
G. Joseph Cosenza (a)(b) 31,659.97 *
Roland W. Burris (c)(f) 2,261.5673 *
Joel G. Herter (d)(f) 1,064.778 *
Heidi N. Lawton (e)(f) 1,173.8531 *
Patricia A. Challenger (a) 1,988.95 *
Roberta S. Matlin (a) 578.312 *
Kelly Tucek (a) 428.1288 *
Directors and Executive Officers as a Group (g) 69,599.623 *
(eight persons)
___________________________
(a) The business address of each of Messrs. Parks and Cosenza, Ms.
Challenger, Matlin and Tucek is c/o The Inland Group, Inc., 2901
Butterfield Road, Oak Brook, Illinois 60523.
(b) Includes 20,000 shares owned by our Advisor. Our 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 of The Inland Group,
Inc. and disclaim beneficial ownership of these shares owned by our
Advisor.
(c) The business address of Mr. Burris is c/o Buford, Peters, Ware &
Zansitis, 111 W. Washington Street, Suite 1861, Chicago, Illinois
60602.
(d) The business address of Mr. Herter is Wolf & Company LLP, 2100
Clearwater Drive, Oakbrook, Illinois 60523.
(e) The business address of Ms. Lawton is c/o Lawton Realty Group, 2100
Clearwater Drive, Suite 106, Oak Brook, Illinois 60523.
(f) Does not include 3,500, 4,000 and 4,500 Shares issuable upon
exercise of options granted to Mr. Herter, Mr. Burris and Ms.
Lawton, respectively, pursuant to our Independent Director Stock
Option Plan.
(g) Includes the 20,000 shares described in footnote (b), above.
* Less than 1% of the our outstanding shares of common stock, as of the date
hereof.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have entered into agreements to pay our Advisor and its affiliates
certain fees for providing services to us. During the year ended December
31, 1998, we paid the following fees to our Advisor or its affiliates:
Advisor Asset Management Fee. Our Advisor may receive an annual "Advisor
Asset Management Fee" of not more than 1% of our "Average Invested Assets,"
paid quarterly. Our "Average Invested Assets" are, for any period, the
average of the aggregate book value of our assets invested, directly or
indirectly, in equity interest and in loans secured by real estate, before
reserves for depreciation or bad debts or other similar non-cash reserves
computed by taking the average of these values at the end of each month
during the period. For any year in which we qualify as a REIT, the Advisor
must reimburse us:
* to the extent that the Advisor Asset Management Fee plus "Other
Operating Expenses" paid during the previous calendar year exceed 2% of
our Average Invested Assets for the calendar year or 25% of our "Net
Income" for that calendar year; and
* to the extent that stockholders have not received an annual distribution
equal to or greater than the 8% current return.
For the year ended December 31, 1998, we incurred an Advisor Asset Management
Fee of $965,108, of which $32,925 remained unpaid as of December 31, 1998.
Property Management Fee. An affiliate of our Advisor, Inland Commercial
Property Management, is entitled to receive a "Property Management Fee" for
management and leasing services provided to us. These fees may not exceed
4.5% of the gross income earned by us on the properties managed. We incurred
and paid a Property Management Fee of $2,779,053 for the year ended
December 31, 1998.
Reimbursement of certain fees and expenses. Our Advisor and its
affiliates are entitled to reimbursement for salaries and expenses of
employees of the Advisor and its affiliates relating to the administration of
our day-to-day operations. During the year ended December 31, 1998, we
incurred and paid $1,049,782 of these expenses.
Additionally, we reimburse our Advisor and its affiliates for salaries
and expenses of employees of the Advisor and its affiliates relating to
selecting, evaluating and acquiring our properties. These expenses,
$230,724, are included in building and improvements for those costs relating
to properties purchased. These amounts are not included in acquisition cost
expenses to affiliates for costs relating to properties not acquired.
Fees for offering of our securities. An affiliate of our Advisor, Inland
Securities Corporation, served as dealer manager of our offering of
securities and earned fees of $26,494,486, of which $890,786 remained unpaid
as of December 31, 1998. Approximately $22,654,438 of these commissions have
been passed through from the affiliate to soliciting broker/dealers.
Other fees and expenses. An affiliate of our Advisor, Inland Mortgage
Investment Corporation, holds the mortgage on our Walgreens/Decatur property.
As of December 31, 1998, the remaining balance of the mortgage was $714,443.
For the year ended December 31, 1998, we made principal and interest payments
of $68,183 on this mortgage.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the our officers and
directors, and persons who own more than ten percent (10%) of a registered
class of our equities securities, to file reports of ownership on Form 3 and
changes in ownership on Form 4 or 5 with SEC. These officers, directors, and
individuals, entities or groups holding ten percent (10%) or more of our
outstanding shares of common stock are also required by SEC rules to furnish
us with copies of all forms they file.
Based solely on a review of the copies of the forms received by us or
written representations from certain reporting persons, we believe that,
during 1998, all Section 16(a) filing requirements applicable to our
officers, directors, and individuals, entities or groups holding ten percent
(10%) or more of our outstanding shares of common stock were met.
STOCKHOLDER PROPOSALS
Stockholder proposals for our annual meeting for the fiscal year ended
December 31, 1999 will not be included in the our Proxy Statement for that
meeting unless the proposal is received by us at our executive office located
in Oak Brook, Illinois, on or prior to December 28, 1999. These proposals
must also meet the other requirements of the rules of the SEC relating to
stockholder proposals.
OTHER MATTERS
As of the date of this Proxy Statement, the above is the only business
we are aware of that is to be acted upon at the annual meeting. If, however,
other matters should properly come before us at the annual meeting, the
persons appointed by your signed proxy will vote on those matters according
to their best judgment.
By the order of the Board of Directors,
/s/ Robert D. Parks
Robert D. Parks
President and
Chief Executive Officer
Oak Brook, Illinois
April 22, 1999
YOUR VOTE IS IMPORTANT. THE PROMPT RETURN OF PROXIES WILL SAVE US THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES. PLEASE MARK, SIGN, DATE AND RETURN
YOUR PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
[Front]
PROXY FOR ANNUAL MEETING
This Proxy is Solicited on Behalf of the Board of Directors of
Inland Real Estate Corporation
2901 Butterfield Road
Oak Brook, Illinois 60523
I hereby appoint Roberta S. Matlin and Kelly Tucek, or any of them as
Proxies, with full power of substitution to vote, as directed, all the shares
of common stock of Inland Real Estate Corporation held of record by me as of
April 15, 1999, at the annual meeting of stockholders to be held on June 8,
1999 or any adjournment of the meeting. This Proxy authorizes each of them
to vote in their discretion on any matter that may properly come before the
annual meeting or any adjournment of the meeting.
1. ELECTION OF DIRECTORS (Mark only one box).
FOR [ ] WITHHOLD AUTHORITY ?
all nominees listed below to vote for all nominees listed below
(except as marked to the
contrary below)
Robert D. Parks; G. Joseph Cosenza; Joel G. Herter; 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 RATIFY OUR SELECTION OF KPMG LLP f/k/a KPMG PEAT
MARWICK LLP AS OUR PRINCIPAL INDEPENDENT PUBLIC ACCOUNTANT FOR 1999
(MARK ONLY ONE BOX).
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OF
THE MEETING.
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 and 2.
Please sign your name exactly as it appears below.
_____________________________________
(Affix Mailing Label Here)
[Reverse Side]
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
IF YOU HOLD SHARES AS JOINT TENANTS, BOTH YOU AND THE CO-OWNER MUST SIGN. If
you are signing as executor, trustee, guardian or in another representative
capacity, please provide your full title. If you are a corporation, please
sign in full corporate name by the president or other authorized officer. If
you are a partnership, please sign in partnership name by an authorized
person.
______________________________________
Your signature
______________________________________
Signature of co-owner, if held jointly
Date: ________________________________
If you are signing as attorney, executor, administrator, trustee or guardian
or on behalf of an entity (corporation, partnership, etc.), please indicate
your office or capacity.
Title: _________________________________
YOUR VOTE MUST BE INDICATED (X) IN BLACK OR BLUE INK. [ ]
