INLAND REAL ESTATE CORP
POS AM, 1999-01-14
REAL ESTATE INVESTMENT TRUSTS
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As filed with the Securities and Exchange Commission on January 14, 1999
                                                   Registration No. 333-45233





                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                 POST-EFFECTIVE
                                 AMENDMENT NO. 3
                                       TO
                                    FORM S-11
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                         INLAND REAL ESTATE CORPORATION
       (Exact name of registrant as specified in governing instruments)


                              2901 Butterfield Road
                           Oak Brook, Illinois  60523
                    (Address of principal executive offices)



                             Robert H. Baum, Esq.
                       Inland Real Estate Corporation
                            2901 Butterfield Road
                          Oak Brook, Illinois  60523
                   (Name and address of agent for service)



                                With a copy to:
                            Michael J. Choate, Esq.
                            Shefsky & Froelich Ltd.
                           444 North Michigan Avenue
                                  Suite 2500
                           Chicago, Illinois  60611








                           INLAND REAL ESTATE CORPORATION
                           POST-EFFECTIVE AMENDMENT NO. 3



                            DEREGISTRATION OF SHARES

We filed a Registration Statement on Form S-11 which the Securities and 
Exchange Commission declared effective on April 7, 1998 pursuant to which we 
registered 28,058,370 shares of common stock and 625,000 warrants to purchase 
625,000 shares.  Of the 28,058,370 shares registered, we offered 25,000,000 
shares on a "best efforts" basis, 2,000,000 shares for distribution to 
individuals participating in our Distribution Reinvestment Program and 
1,058,370 shares were issuable upon the exercise of the warrants.

As of December 31, 1998, we had offered 25,000,000 and sold 16,655,473.6164 
shares available for distribution on a "best efforts" basis.  An additional 
1,142,016.5038 shares were issued to individuals participating in our 
Distribution Reinvestment Program.  We issued 371,035.3525 warrants in 
connection with this offering.  We have determined to terminate, as of 
December 31, 1998, the offering of shares evidenced by this Registration 
Statement and we hereby deregister the remaining 857,983.4962 shares which 
were registered for distribution to individuals participating in our 
Distribution Reinvestment Program and 253,964.6475 warrants and 253,964.6475 
shares issuable upon exercise of the warrants.


                                    SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-11 and has duly caused this 
Post-Effective Amendment to the Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of Oak 
Brook, State of Illinois, on the 7th day of January, 1999.


                               Inland Real Estate Corporation


                               By:     /s/Robert D. Parks
                               Title:  President, Chief Executive Officer, 
                                       Chief Operating Officer and Chairman 
                                       of the Board of Directors


Pursuant to the requirements of the Securities Act of 1933, as amended, this 
Post-Effective Amendment to the Registration Statement has been signed by the 
following persons in the capacities and on the dates indicated:



        Name                    Title                             Date


/s/      *            President, Chief Executive Officer,     January 7, 1999
Robert D. Parks       Chief Operating Officer and Chairman
                      of the Board of Directors


/s/      *            Director                                January 7, 1999
G. Joseph Cosenza 


/s/      *            Secretary, Treasurer and Chief          January 7, 1999
Kelly Tucek           Financial Officer (Principal Accounting
                      Officer)


/s/      *            Director                                January 7, 1999
Roland W. Burris     


/s/      *            Director                                January 7, 1999
Joel G. Herter


/s/      *            Director                                January 7, 1999
Heidi N. Lawton

             Robert D. Parks, the undersigned attorney-in-fact, by signing 
his name below, does hereby sign this Post Effective Amendment No. 3 to the 
Registration Statement on behalf of the above-indicated Officers and 
Directors of Inland Real Estate Corporation (constituting all the Directors) 
pursuant to powers of attorney executed by such persons and heretofore filed 
with the Securities and Exchange Commission.

*By: /s/ Robert D. Parks
Robert D. Parks
As attorney-in-fact





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