As filed with the Securities and Exchange Commission on January 15, 1999
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________
INLAND REAL ESTATE CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 36-3953261
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2901 Butterfield Road
Oak Brook, Illinois 60532
(630) 218-8000
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
Robert H. Baum, Esq.
Inland Real Estate Corporation
2901 Butterfield Road
Oak Brook, Illinois 60532
(630) 218-8000
(Name, address, including zip code, and telephone number, including area
code, of Agent for Service)
___________
Copies to:
Michael J. Choate
Shefsky & Froelich Ltd.
444 North Michigan Avenue, Suite 2500
Chicago, Illinois 60611
(312) 527-4000
___________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after effectiveness of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. X
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. _____
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. _____
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. _____
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. _____
Calculation of Registration Fee
Title of each Proposed Proposed
Class of Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered per Share Offering Price Fee
Common Stock, $.01 5,000,000 $10.45 $52,250,000 $14,526
par value shares
INLAND REAL ESTATE CORPORATION
DISTRIBUTION REINVESTMENT PROGRAM
5,000,000 Shares of Common Stock
Program Highlights:
You may purchase shares of Inland Real Estate Corporation at a price equal to
$10.45 per share, without paying any fees or commissions.
Your investment will continue to grow through automatic reinvestment of
distributions.
You should read this Prospectus carefully so you will know how the Program
works and then retain it for future reference.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
the prospectus is accurate or complete. Any representation to the contrary
is a criminal offense.
The Attorney General of the State of New York has not passed on or endorsed
the merits of this offering. Any representation to the contrary is unlawful.
Prospectus dated January 15, 1999
INLAND REAL ESTATE CORPORATION
We are a Maryland corporation which has elected to be taxed as a real estate
investment trust, or a "REIT," which owns and acquires primarily:
neighborhood retail centers and community centers located within a 400-mile
radius of our headquarters in Oak Brook, Illinois; and
single-user retail properties located throughout the United States.
We may acquire these properties individually or with joint venture partners.
In addition to acquiring existing properties, we may construct or develop
properties or provide services in connection with the development and
construction of properties.
Our headquarters are located at 2901 Butterfield Road in Oak Brook, Illinois
60523, and our general telephone number is (630) 218-8000.
There is currently no public market for our shares.
Our Advisor
Our advisor is Inland Real Estate Advisory Services, Inc., an Illinois
corporation, whose offices are located at 2901 Butterfield Road, Oak Brook,
Illinois 60523. We pay our Advisor and its affiliates fees for overseeing
and administering our day-to-day operations.
Our Property Manager
Our property manager is Inland Commercial Property Management, Inc., an
Illinois corporation, whose offices are also located at 2901 Butterfield
Road, Oak Brook, Illinois 60523. Our property manager is responsible for
managing the day-to-day operations of each property, collecting rent, and
leasing and maintaining our properties. We pay our property manager a fee
for performing these services.
SUMMARY OF OUR DISTRIBUTION REINVESTMENT PROGRAM
ADMINISTRATOR: We internally administer the Program. If you have any
questions, you may direct them to us at: Inland Real Estate Corporation, 2901
Butterfield Road, Oak Brook, Illinois 60523, Attention Ms. Roberta S. Matlin
or by telephone at: (630) 218-8000.
ENROLLMENT: If you own shares of our common stock, you can participate in the
Program by submitting a completed Enrollment Form to us. No action is
required if you are already participating in the Program.
REINVESTMENT OF DISTRIBUTIONS: You may invest all of the cash distributions
that we pay to you in additional shares of our common stock without paying
any brokerage fees or service charges.
MAXIMUM OWNERSHIP OF SHARES: To maintain our qualification as a REIT, no more
than 50% of our outstanding shares of common stock may be owned directly or
indirectly by five or fewer individuals at any time during July through
December of each year. To ensure that we meet this test, our Articles of
Incorporation provide that no person may own more than 9.8% of the our issued
and outstanding stock. Therefore, to the extent that a purchase of shares
under the Program would cause you to own in excess of 9.8% of our issued and
outstanding stock, we will not reinvest your distributions to purchase
additional shares.
FRACTIONAL SHARES: We pay distributions on both whole and fractional
shares and will purchase shares for you with distributions on both whole and
fractional shares.
TRACKING YOUR INVESTMENT: Each year we will send to you an individualized
report of your investment. The report will include the purchase date(s),
purchase price and the number of shares owned by you, as well as the dates
and amounts of distributions received and invested on your behalf during the
prior year.
TERMINATING YOUR PARTICIPATION IN THE PROGRAM: You may terminate your
participation in the Program at any time, without penalty, by providing to us
written notice of your desire to terminate your participation.
AMENDMENT OR TERMINATION OF THE PROGRAM: Our Board of Directors may, by a
majority vote, amend or terminate the Program for any reason, upon providing
30 days' written notice to all participants.
DESCRIPTION OF THE PROGRAM
PURPOSE OF THE PROGRAM
The Program is designed to offer to our existing shareholders a simple and
convenient method of purchasing additional shares by reinvesting cash
distributions without paying any brokerage commissions, fees or service
charges. We will use the proceeds received from sale of the shares for
general corporate purposes, including purchasing additional properties or
funding operating or capital expenses associated with our existing
properties.
WHY SHOULD YOU PARTICIPATE IN THE PROGRAM
If you participate in the Program you are able to:
purchase additional shares of our common stock without paying any brokerage
commissions, fees or service charges; and
fully invest all distributions under the Program because the Program permits
fractions of shares, as well as whole shares, to be purchased and credited to
your account.
HOW TO ENROLL IN THE PROGRAM
You can participate in the Program if you currently own shares of our common
stock and the shares are registered in your name. If your shares are held in
a brokerage, bank, or other intermediary account, and you wish to participate
in the Program, you should direct your broker, bank or trustee to register
some or all of your shares directly in your name.
You may join the Program at any time by completing and signing an Enrollment
Form and returning it to us at: 2901 Butterfield Road, Oak Brook, Illinois
60532, Attention: Ms. Roberta S. Matlin. Enrollment Forms may be obtained at
any time by calling us at (630) 218-8000 or by writing to us at same address
as specified above.
You will remain a participant of the Program until you deliver to us written
notice of your desire to terminate your participation (described more fully
below under the heading "Terminating Your Participation in the Program").
If we receive your Enrollment Form specifying your desire to reinvest
distributions under the Program on or prior to the record date established
for a particular distribution, reinvestment of cash distributions will
commence with that distribution. If we receive your Enrollment Form after
the record date established for a particular distribution, then your
participation in the Program will not begin until the distribution following
the next record date, as applicable.
REINVESTMENT OF YOUR DISTRIBUTIONS
If you choose to participate in the Program, we will apply cash distributions
on all shares registered in your name, as well as, on all full or fractional
shares acquired under the Program, to purchase additional shares for you
directly from us if permitted under state securities laws and, if not,
through Inland Securities Corporation. In any event, there are no
commissions or brokerage fees paid. Reinvestment of distributions on only a
portion of the shares registered in your name is not permitted.
NUMBER OF SHARES TO BE ISSUED TO YOU
The number of shares to be issued to you under the Program will depend on the
amount of the distributions being reinvested and the purchase price of the
shares. We will issue fractional shares (computed to four decimal places),
if necessary, to make full reinvestment of your distributions. We will not,
however, issue shares to you under the Program to the extent that the
issuance of the shares would cause you to own in excess of 9.8% of our issued
and outstanding stock.
SOURCE AND PURCHASE PRICE OF THE SHARES
There is no public trading market for our shares. As of January 15, 1999,
shares may be purchased under the Program at a price equal to $10.45 per
share. The selling price of the shares to be issued under the Program was
determined by our board of directors in the exercise of their business
judgment based on factors such our book value, the current economic
environment and the demand for and price of shares of our common stock
offered in our prior public offering which was terminated on December 31,
1998. The selling price may be increased or decreased at our board's
discretion. The selling price may not be indicative of the price that
shares may trade if they were listed on an exchange or of the proceeds
that a shareholder may receive if we liquidated or dissolved.
If we list our shares on a national stock exchange or include them for
quotation on a national market system, we will, at our option, either
purchase shares for you under the Program on the exchange or market at the
prevailing market price on the record date for distribution or issue the
shares to you directly from our authorized but unissued shares. We cannot
guarantee that the price we pay for the shares will be the lowest possible
price.
WHEN SHARES WILL BE PURCHASED
Shares will be purchased for you under the Program on the record date for
the distribution used to purchase the shares. Distributions will be paid
monthly and will be calculated on a monthly record and distribution
declaration date.
COST OF PARTICIPATING IN THE PROGRAM
You will not incur any brokerage commissions or service charges when
purchasing shares under the Program. Certain fees and brokerage commissions,
however, may be incurred if you choose to sell your shares. These fees are
more fully described below under the heading "Selling Shares Acquired Under
the Program."
TRACKING YOUR INVESTMENT
Within 90 days after the end of each fiscal year, we will send to you an
individualized report summarizing your investment including the purchase
date(s), purchase price and the number of shares owned by you under the
Program, as well as, the dates of distributions and amounts of distributions
received during the prior fiscal year. This report will be your record of
the timing and cost of purchases made under the Program and should be
retained for income tax purposes.
CERTIFICATES FOR SHARES ACQUIRED UNDER THE PROGRAM
Within 90 days after the end of each fiscal year, we will issue to you
certificates evidencing the shares purchased under the Program for the prior
fiscal year. Prior to issuing the certificate(s), ownership of the shares
will be evidenced in book-entry form.
SELLING SHARES ACQUIRED UNDER THE PROGRAM
There is currently no public trading market for our shares and there can be
no assurance that one will develop in the future. Consequently, there may
not be a readily available buyer for your shares. If you desire to sell your
shares, you may request us to issue to you the certificate(s) for whole
shares to be issued to you under the Program and you may arrange for their
sale through a securities broker of your choice. In such case, you will be
responsible for all commissions and fees owed to the securities broker. If
you sell or transfer your shares prior to our shares being listed on a
national securities exchange or designated for quotation on a national market
system, to a person who does not participate in the Program, your
participation in the Program with respect to the transferred shares will
automatically be canceled. The purchaser of the shares may elect to enroll
in the Program by requesting from us an Enrollment Form and by completing,
signing and returning it to us.
TERMINATING YOUR PARTICIPATION IN THE PROGRAM
You may terminate participation in the Program at any time by delivering
written notice to us at any time prior to a distribution record date. As
soon as practical following termination, we will send to you a certificate
for the whole shares in your Program account and a check for the cash value
of any fractional shares in your Program account. The cash value will be
determined by multiplying the fractional share by the price at which shares
are then being purchased for under the Program (currently $10.45). If the
termination notice is received on or after the record date for a distribution
payment, the termination notice will not become effective until the
distribution is paid and shares are issued and credited to your Program
account.
After termination of your particaipation in the Program, distributions will
be paid to you in cash unless and until you rejoin the Program, which you
may do at any time by completing and signing a new Enrollment Form.
TAX CONSEQUENCES OF YOUR PARTICIPATION IN THE PROGRAM
Distributions paid by us to you are treated as dividends to the extent that
we have earnings and profits for federal income tax purposes. Any amount
distributed in excess of our earnings and profits is applied as a reduction
in the adjusted basis of your shares. Once your adjusted basis in the shares
is reduced to zero, any excess is treated as gain from the sale of shares.
If you participate in the Program, you will recognize taxable dividend income
equal to the value of the shares received, even though you purchased shares
and did not receive any cash. These deemed dividends will be treated as
actual dividends paid from us to you and will retain the character and tax
effects applicable to all dividends. The shares received by you pursuant to
the Program will have a holding period beginning with the day after the
purchase, and a tax basis equal to their cost, which is the gross amount of
the deemed distribution.
The above discussion regarding the tax consequences of participating in the
Program is intended only as a general discussion of the current federal
income tax consequences of participating in the Program. Since each
shareholder's financial situation is different, you should consult your
individual tax advisor concerning any tax questions you may have about
Program participation.
AMENDMENT OR TERMINATION OF THE PROGRAM
Our board of directors may by a majority vote (including a majority of our
independent directors) amend or terminate the Program for any reason, upon
providing 30 days' written notice to all participants. If the Program is
terminated, certificates for whole shares will be delivered to all
participants and a cash payment will be made for any fraction of a share
credited to your account under the Program. The amount of the cash payment
will be determined by multiplying the fractional share by the price at which
shares are then being purchased for under the Program (currently $10.45).
MISCELLANEOUS
Where You Can Find More Information About Us
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. 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., Washington, D.C. 20549; 7 World Trade Center, New York, New York
10048; and 500 West Madison Street, 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."
The SEC allows us to "incorporate by reference" the information we file with
it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is considered to be part of this Prospectus, and later information filed with
the SEC will update and supersede this information. The documents listed
below and any future filings made with the SEC under Section 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 until the Program is
terminated comprise the incorporated documents:
(a) Our Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998;
(c) Our Current Reports on Form 8-K dated January 13, 1998, March 19, 1998,
May 28, 1998, August 12, 1998, October 22, 1998, and December 14, 1998 and
on Form 8-K/A dated March 16, 1998, April 9, 1998, October 13, 1998 and
January 15, 1999;
(d) The description of our common stock set forth in our Registration
Statement on Form 8-A filed with the SEC on April 26, 1996.
Upon request, we will provide to you, without charge, a copy of any or all of
the documents incorporated by reference in this document other than exhibits
to those documents, unless the exhibits are specifically incorporated by
reference in those documents. Your request for copies should be directed
to: Inland Real Estate Corporation, 2901 Butterfield Road, Oak Brook,
Illinois 60523, Attention: Ms. Roberta S. Matlin, telephone number: (630)
218-8000.
Effect of Share Distributions or Share Splits
If we pay a distribution in the form of shares or splits on our outstanding
shares, the additional shares will be credited to your Program account both
for shares held by us for you under the Program and shares registered in your
name. If we declare a reverse share split, the number of shares held by us
for you under the Program and shares registered in your name will be reduced
accordingly.
Voting Rights of Shares Acquired Under the Program
Shares in your Program account will be voted as you direct. As a
shareholder, you receive a proxy card in connection with any annual or
special meeting of shareholders. This proxy will apply to all shares
registered in your name, including all shares credited to your Program
account.
If no instructions are indicated on a properly signed and returned proxy
card, when voting on discretionary items, all your shares -- those registered
in your name, if any, and those credited to your account under the Program --
will be voted in accordance with the recommendations of our board of
directors. If the proxy card is not returned or is returned unsigned, your
shares may be voted only if you or a duly appointed representative votes in
person at the meeting.
Our Liability Under the Program
We will not be liable for any act done in good faith, or for any good faith
omission to act including without limitation, for any claims of liability:
for our failure to terminate your Program account upon your death prior to
receipt of written notice of such death; or
relating to the time and prices at which shares are purchased or sold for
your Program account.
YOU SHOULD RECOGNIZE THAT WE CANNOT ASSURE A PROFIT OR PROTECT AGAINST A LOSS
ON THE SHARES PURCHASED FOR YOU UNDER THE PROGRAM.
Governing Law
Maryland state law governs the terms and conditions of the Program, this
document, the Enrollment Form and the account statements.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of shares under the Program
for general corporate purposes, including purchasing additional properties or
funding operating or capital expenses associated with our existing
properties. We have no basis for estimating the number of shares that will
be sold.
EXPERTS
The financial statements of Inland Real Estate Corporation as of December
31, 1997 and 1996 and for the three-year period ended December 31, 1997,
the historical summary of gross income and direct operating expenses
of High Point Centre for the year ended December 31, 1997, the historical
summary of gross income and direct operating expenses of Woodland Heights
Shopping Center for the year ended December 31, 1997, the historical
summary of gross income and direct operating expenses of Eastgate
Shopping Center for the year ended December 31, 1997, the historical
summary of gross income and direct operating expenses of Winnetka Commons
for the year ended December 31, 1997, the historical summary of gross
income and direct operating expenses of Fairview Heights Plaza for the
year ended December 31, 1997, the historical summary of gross income and
direct operating expenses of Orland Greens for the year ended December
31, 1997, the historical summary of gross income and direct operating
expenses of Edinburgh Festival Center for the year ended December
31, 1997, the historical summary of gross income and direct operating
expenses of Park Center Plaza for the year ended December 31, 1997, the
historical summary of gross income and direct operating expenses of Woodfield
Commons Shopping Center for the year ended December 31, 1997, the historical
summary of gross income and direct operating expenses of Two Rivers Plaza for
the year ended December 31, 1997, the historical summary of gross income and
direct operating expenses of Bergen Plaza for the year ended December 31,
1997, the historical summary of gross income and direct operating expenses of
Berwyn Plaza for the year ended December 31, 1997, the historical summary of
gross income and direct operating expenses of Wauconda Shopping Center for
the year ended December 31, 1997, the historical summary of gross income and
direct operating expenses of Woodfield Plaza for the year ended December 31,
1997, the historical summary of gross income and direct operating expenses of
Shops at Coopers Grove for the year ended December 31, 1997, the historical
summary of gross income and direct operating expenses of Maple Plaza for the
year ended December 31, 1997, the historical summary of gross income and
direct operating expenses of Lake Park Plaza for the year ended December 31,
1997, the historical summary of gross income and direct operating expenses of
St. James Crossing for the year ended December 31, 1997, the historical
summary of gross income and direct operating expenses of Chestnut Court
for the year ended December 31, 1997, the historical summary of gross
income and direct operating expenses of Mill Creek for the year ended
December 31, 1997, the historical summary of gross income and direct
operating expenses of Terremere Plaza for the year ended December 31, 1996,
the historical summary of gross income and direct operating expenses of
Wilson Plaza for the year ended December 31, 1996, the historical summary
of gross income and direct operating expenses of Iroquois Center for the
year ended December 31, 1996, the historical summary of gross income and
direct operating expenses of Fashion Square for the year ended December 31,
1996, and the historical summary of gross income and direct operating
expenses of Naper West for the year ended December 31, 1996, have been
incorporated by reference herein in reliance upon the reports of KPMG
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the shares offered by this Prospectus will be passed upon for
us by Shapiro and Olander, Baltimore, Maryland.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
We are permitted to indemnify and pay or reimburse reasonable expenses of our
directors, the advisor or any affiliates for certain liabilities including
any losses or liabilities arising from or out of an alleged violation of
federal or state securities laws. We may indemnify our directors, the
advisor or any affiliates for liabilities or expenses arising from or out of
an alleged violation of the federal or state securities laws by such party
provided that one or more of the following conditions are met:
there has been a successful adjudication on the merits of each count
involving alleged securities law violations as to the particular indemnitee;
the claims have been dismissed with prejudice on the merits by a court of
competent jurisdiction as to the particular indemnitee; or
a court of competent jurisdiction approves a settlement of the claims and
finds that indemnification of the settlement and related costs should be made
and the court considering the request has been advised of the position of the
SEC and of published opinions of the Tennessee Securities Division and any
other state securities regulatory authority in which our securities are
offered and sold as to the indemnification for securities law violations.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, the advisor or affiliates pursuant
to the above provisions, we have been informed that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
_____________
TABLE OF CONTENTS
Inland Real Estate
Corporation
INLAND REAL ESTATE CORPORATION 2
SUMMARY OF THE DISTRIBUTION
REINVESTMENT PROGRAM 3 Distribution Reinvestment
Program
DESCRIPTION OF THE PROGRAM 4
USE OF PROCEEDS 10
EXPERTS 10 5,000,000 Shares
of Common Stock
LEGAL MATTERS 11
____________
INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 11 Prospectus
_________________ ____________
January 15, 1999
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated fees and expenses payable by us
in connection with the issuance and distribution of the Shares registered
hereby:
Securities and Exchange Commission Registration fee $ 14,526.00
NASD Fee 5,725.00
Printing and mailing expenses 3,750.00*
Legal fees and expenses 7,500.00*
Accounting fees and expenses 5,000.00*
Blue Sky fees and expenses 350.00*
Miscellaneous 1,500.00
Total $38,351.00
*Estimated
Item 15. Indemnification of Directors and Officers.
Our Second Articles of Amendment and Restatement and Bylaws authorize us, to
indemnify and pay to or reimburse reasonable expenses of our directors, the
advisor, or affiliates (each an "Indemnified Party") to the fullest extent
permitted by Maryland statutory or decisional law, as amended or interpreted
and, without limiting the generality of the foregoing, in accordance with
section 2 -- 418 of the Maryland General Corporation Law, provided that: (i)
the director, advisor, or affiliate has determined, in good faith, as to the
course of conduct which caused the loss or liability was in our best
interest; (ii) the Indemnified Party was acting on our behalf or performing
services on our part; (iii) the liability or loss was not the result of
negligence or misconduct on the part of the Indemnified Party, except that in
the event the Indemnified Party is or was an independent director, the
liability or loss must not have been the result of gross negligence or
willful misconduct; and (iv) the indemnification or agreement to be held
harmless is recoverable only out of our assets and not from our shareholders.
We will not indemnify our Directors, Advisor or Affiliates for losses,
liabilities or expenses arising from or out of an alleged violation of the
federal or state securities laws by such party unless one or more the
following conditions are met: (i) there has been a successful adjudication on
the merits of each count involving alleged securities law violations as to
the particular indemnitee; (ii) such claims have been dismissed with
prejudice on the merits by a court of competent jurisdiction as to the
particular indemnitee; or (iii) a court of competent jurisdiction approves a
settlement of the claims and finds that indemnification of the settlement and
related costs should be made and the court considering the request has been
advised of the position of the SEC and the published opinions of the
Tennessee Securities Division and any other state securities regulatory
authority in which our securities were offered and sold as to the
indemnification for securities law violations.
We may advance funds to persons entitled to indemnification for legal and
other expenses and costs incurred as a result of any legal action for which
indemnification is being sought only if all of the following conditions are
satisfied: (i) the legal action relates to acts or omissions with respect to
the performance of duties or services by the Indemnified Party for or on our
behalf; (ii) the legal action is initiated by a third party who is not a
shareholder or the legal action is initiated by a shareholder acting in his
or her capacity as such and a court of competent jurisdiction specifically
approves our making of the advancement; and (iii) the Indemnified Party
receiving any advances undertakes to repay the advanced funds to us, together
with the applicable legal rate of interest, in cases in which the Indemnified
Party is found not to be entitled to indemnification.
We may purchase and maintain insurance on behalf of any Indemnified Party
against any liability asserted which was incurred in any such capacity with
us or arising out of such status. We shall not pay for the losses of any
liability insurance which insures any person against liability for which he,
she, or it could not be indemnified under our Articles of Incorporation.
Neither the amendment nor the adoption of any other provision of our Articles
or Bylaws shall apply to or affect in any respect the applicability of
indemnification with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.
To the extent that the indemnification shall apply to liabilities arising
under the federal securities law, we have been advised that, in the opinion
of the SEC, such indemnification in this case is contrary to public policy
and, therefore, unenforceable.
Item 16. Exhibits
(a) The following documents are filed as part of this Registration
Statement:
Exhibit
No. Description
4 Amended and Restated Inland Real Estate Corporation Distribution
Reinvestment Program
5.1 Opinion of Shapiro and Olander regarding the legality of the
securities being registered
23.1 Consent of Shapiro and Olander (included as part of Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included after signatures)
27 Financial Data Schedule
99.1 Form of Enrollment Form
(b) The following exhibits are incorporated by reference:
Exhibit
No. Description
3.1 Inland Monthly Income Fund III, Inc. Second Articles of Amendment
and Restatement.1
3.2 Amended and Restated Bylaws of Inland Real Estate Corporation.2
3.3 Inland Monthly Income Fund III, Inc. Articles of Amendment.2
3.4 Inland Real Estate Corporation Articles of Amendment of Second
Articles of Amendment and Restatement.3
3.5 Inland Real Estate Corporation Articles of Amendment of Second
Articles of Amendment and Restatement.4
3.6 Amendment to the Amended and Restated Bylaws of Inland Real Estate
Corporation.4
1. Included in the Registrant's Registration Statement on Form S-11 (file
number 333-6459) as filed by Registrant on June 20, 1996.
2. Included in Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form S-11 (file number 333-6459) as filed by the Registrant
on July 18, 1996.
3. Included in the Registrant's Registration Statement of Form S-11 (file
number 3333-45233) as filed by Registrant on January 29, 1998.
4. Included in Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form S-11 (file number 333-45233) as filed by the Registrant
on April 6, 1998.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oak Brook, Illinois, on this 15th
day of January, 1999.
Inland Real Estate Corporation
By: /s/ Robert D. Parks
Robert D. Parks
President, Chief Executive Officer,
Chief Operating Officer and Chairman
of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert D. Parks and Roberta S. Matlin
and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and his or
her name, place and stead, in any and all capacities, to sign any and all
pre- and post-effective amendments to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or her
substitutes, may lawfully do or cease to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated below.
Signature Title
/s/ Robert D. Parks President, Chief Executive Officer, January 15, 1999
Robert D. Parks Chief Operating Officer and Chairman
of the Board of Directors
/s/ G. Joseph Cosenza Director January 15, 1999
G. Joseph Cosenza
/s/ Kelly Tucek Secretary, Treasurer and Chief January 15, 1999
Kelly Tucek Financial Officer
/s/ Joel G. Herter Director January 15, 1999
Joel G. Herter
/s/ Heidi N. Lawton Director January 15, 1999
Heidi N. Lawton
/s/ Roland W. Burris Director January 15, 1999
Roland W. Burris
EXHIBIT 4
AMENDED AND RESTATED
INLAND REAL ESTATE CORPORATION
DISTRIBUTION REINVESTMENT PROGRAM
Inland Real Estate Corporation, a Maryland corporation (the "Company"),
pursuant to its Second Articles of Amendment and Restatement, as amended
(the "Articles") has adopted a Distribution Reinvestment Program (the "DRP"),
the terms and conditions of which are set forth below. Capitalized terms
shall have the same meaning as set forth in the Articles unless otherwise
defined herein.
i. As agent for the Stockholders who elect to participate in the DRP (the
"Participants"), the Company will apply all distributions, paid with
respect to the Shares held by each Participant (the "Distributions"),
including Distributions paid with respect to any full or fractional
Shares acquired under the DRP, to the purchase of the Shares for said
Participants directly, if permitted under state securities laws and, if
not, through the Inland Securities Corporation. Neither the Company
nor its Affiliates will receive a fee for selling Shares under the DRP.
ii. Procedure for Participation. Any Stockholder may elect to become a
Participant by completing and executing the Enrollment Form or other
appropriate authorization form as may be available from the Company.
Participation in the DRP will begin with the next Distribution payable
after receipt of a Participant's subscription or authorization. Shares
will be purchased under the DRP on the record date for the Distribution
used to purchase the Shares. Distributions for Shares acquired under
the DRP are currently paid monthly and are calculated with a monthly
record and Distribution declaration date.
iii. Purchase of Shares. Participants will acquire Shares from the Company
at a fixed price of $10.45 per Share, or such other price as determined
from time to time by the Directors. Participants in the DRP may
purchase fractional Shares so that 100% of the Distributions will be
used to acquire Shares. However, a Participant will not be able to
acquire Shares under the DRP to the extent such purchase would cause it
to exceed the Ownership Limit.
It is possible that a secondary market will develop for the Shares,
and that the Shares may be bought and sold on the secondary market at
prices lower or higher than the $10.45 per Share price which will be
paid under the DRP.
The Company shall endeavor to acquire Shares on behalf of Participants
at the lowest price then available. However, the Company does not
guarantee or warrant that the Participant will be acquiring Shares at
the lowest possible price.
If the Company's Shares are listed on a national stock exchange or
included for quotation on a national market system, the Compnay may,
at its option, either purchase Shares for the DRP on such exchange or
market, at the prevailing market price, and sell the Shares to
Stockholders at such price, or the Company may issue the Shares from
its authorized but unissued shares. Shares will not be issued unless
they are first registered with the Securities and Exchange Commission
(the "Commission") under the Act and under appropriate state securities
laws or are otherwise issued in compliance with such laws.
It is understood that reinvestment of Distributions does not relieve a
Participant of any income tax liability which may be payable on the
Distributions.
iv. Share Certificates. Within 90 days after the end of the Company's
fiscal year, the Company will issue certificates evidencing ownership
of Shares purchased through the DRP during the prior fiscal year. The
ownership of the Shares will be in book-entry form prior to the
issuance of such certificates.
v. Reports. Within 90 days after the end of the Company's fiscal year,
the Company will provide each Participant with an individualized report
on his or her investment, including the purchase date(s), purchase
price and number of Shares owned, as well as the dates of distribution
and amounts of Distributions received during the prior fiscal year.
The individualized statement to Stockholders will include receipts and
purchases relating to each Participant's participation in the DRP
including the tax consequences relative thereto.
vi. Termination by Participant. A Participant may terminate participation
in the DRP at any time, without penalty, by delivering to the Company
a written notice. Prior to listing of the Shares on a national stock
exchange or inclusion of the Shares for quotation on a national market
system, any transfer of Shares by a Participant to a non-Participant
will terminate participation in the DRP with respect to the transferred
Shares. If a Participant terminates DRP participation, the Company
will provide the terminating Participant with a certificate evidencing
the whole shares in his or her account and a check for the cash value
of any fractional share in such account. The cash value will be
determined by multiplying the fractional Share by the price at which
shares are then being purchased for under the DRP. Upon termination
of DRP participation, Distributions will be distributed to the
Stockholder in cash.
vii. Amendment or Termination of DRP by the Company. The Directors of the
Company may by majority vote (including a majority of the Independent
Directors) amend or terminate the DRP for any reason upon 30 days'
written notice to the Participants.
viii. Liability of the Company. The Company shall not be liable for any act
done in good faith, or for any good faith omission to act, including,
without limitation, any claims or liability: (a) arising out of
failure to terminate a Participant's account upon such Participant's
death prior to receipt of notice in writing of such death; and (b) with
respect to the time and the prices at which Shares are purchased or
sold for a Participant's account. To the extent that indemnification
may apply to liabilities arising under the Act or the securities act
of a state, the Company has been advised that, in the opinion of the
Commission and certain state securities commissioners, such
indemnification is contrary to public policy and, therefore,
unenforceable.
ix. Governing Law. This DRP shall be governed by the laws of the State
of Maryland.
EXHIBIT 5.1
January 15, 1999
Inland Real Estate Corporation
2901 Butterfield Road
Oak Brook, Illinois 60523
Ladies and Gentlemen:
You have requested our opinion as Maryland counsel to Inland Real Estate
Corporation, a corporation organized under the laws of Maryland ("Company"),
in connection with the offering by the Company to its shareholders of the
5,000,000 shares of the Company's common stock, $0.01 par value per share
("Shares"), pursuant to the Company's Dividend Reinvestment Program.
We have reviewed the Registration Statement on the Form S-3 (the
"Registration Statement") and the prospectus included therein ("Prospectus")
relating to the Company's issuance of the Shares, and in connection
therewith, have examined and relied upon the originals or copies of such
records, agreements, documents and other instruments, the Articles of
Incorporation of the Company, as amended, the Bylaws of the Company, as
amended, and the minutes of the meetings of the Board of Directors of the
Company to date relating to the authorization of issuance of the Shares. In
such examination, we have assumed, without independent verification, the
genuineness of the signatures (whether original or photocopy), the legal
capacity of natural persons, the authenticity of all documents submitted to
us as originals, and the conformity to authenticate original documents of all
documents submitted to us as certified or photocopies. We have assumed,
without independent verification, the accuracy of the relevant facts stated
therein.
Based upon the foregoing and subject to the qualifications set forth below,
we are of the opinion that, on the basis of such examination, the Shares
referred to in the Registration Statement, when issued and sold as
contemplated in the Registration Statement, will be legally issued, fully
paid and non-assessable and no personal liability will attach to the
ownership of such Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and we consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus.
The foregoing opinion is being furnished to, and is solely for the benefit
of, the addressee named above and, except with our prior consent, is not to be
used, circulated, quoted, published or otherwise referred to or disseminated
for any other purpose or relied upon by any person or equity other than said
addressee.
Very truly yours,
/s/ SHAPIRO AND OLANDER
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Inland Real Estate Corporation:
We consent to the use of our reports with respect to the financial statements
of Inland Real Estate Corporation as of December 31, 1997 and 1996 and for
the three-year period ended December 31, 1997, the historical summary of
gross income and directoperating expenses of High Point Centre for the year
ended December 31, 1997, the historical summary of gross income and direct
operating expenses of Woodland Heights Shopping Center for the year ended
December 31, 1997, the historical summary of gross income and direct
operating expenses of Eastgate Shopping Center for the year ended December
31, 1997, the historical summary of gross income and direct operating
expenses of Winnetka Commons for the year ended December 31, 1997, the
historical summary of gross income and direct operating expenses of Fairview
Heights Plaza for the year ended December 31, 1997, the historical summary of
gross income and direct operating expenses of Orland Greens for the year
ended December 31, 1997, the historical summary of gross income and direct
operating expenses of Edinburgh Festival Center for the year ended December
31, 1997, the historical summary of gross income and direct operating
expenses of Park Center Plaza for the year ended December 31, 1997, the
historical summary of gross income and direct operating expenses of Woodfield
Commons Shopping Center for the year ended December 31, 1997, the historical
summary of gross income and direct operating expenses of Two Rivers Plaza for
the year ended December 31, 1997, the historical summary of gross income and
direct operating expenses of Bergen Plaza for the year ended December 31,
1997, the historical summary of gross income and direct operating expenses of
Berwyn Plaza for the year ended December 31, 1997, the historical summary of
gross income and direct operating expenses of Wauconda Shopping Center for
the year ended December 31, 1997, the historical summary of gross income and
direct operating expenses of Woodfield Plaza for the year ended December 31,
1997, the historical summary of gross income and direct operating expenses of
Shops at Coopers Grove for the year ended December 31, 1997, the historical
summary of gross income and direct operating expenses of Maple Plaza for the
year ended December 31, 1997, the historical summary of gross income and
direct operating expenses of Lake Park Plaza for the year ended December 31,
1997, the historical summary of gross income and direct operating expenses of
St. James Crossing for the year ended December 31, 1997, the historical
summary of gross income and direct operating expenses of Chestnut Court
for the year ended December 31, 1997, the historical summary of gross
income and direct operating expenses of Mill Creek for the year ended
December 31, 1997, the historical summary of gross income and direct
operating expenses of Terremere Plaza for the year ended December 31, 1996,
the historical summary of gross income and direct operating expenses of
Wilson Plaza for the year ended December 31, 1996, the historical summary
of gross income and direct operating expenses of Iroquois Center for the
year ended December 31, 1996, the historical summary of gross income
and direct operating expenses of Fashion Square for the year ended
December 31, 1996, and the historical summary of gross income and
direct operating expenses of Naper West for the year ended December 31,
1996, incorporated herein by reference and to the reference to our firm under
theheading "Experts" in the Registration Statement of Form S-3.
/s/ KPMG LLP
Chicago, Illinois
January 15, 1999
EXHIBIT 99.1
ENROLLMENT FORM
FOR
INLAND REAL ESTATE CORPORATION DISTRIBUTION REINVESTMENT PROGRAM
To participate in the Distribution Reinvestment Program, you must complete
and sign this form and return it to:
Inland Real Estate Corporation
2901 Butterfield Road
Oak Brook, Illinois 60523
Attention: Ms. Roberta S. Matlin
1. ACCOUNT REGISTRATION. Complete either section A, B, C or D. (Please
print clearly).
a. INDIVIDUAL OR JOINT ACCOUNTS. (Enter only the Social Security
number for the name under which distributions should be reported.)
_____________________________________________________________________________
Owner's Name
___________________________________ ___________________________________
Owner's Social Security Number Owner's date of birth
(used for tax reporting) (Month/Day/Year)
_____________________________________________________________________________
Joint Owner's Name (if applicable)
___________________________________
Joint Owner's Social Security Number
(if applicable; used for tax reporting)
For Joint Accounts: Your program account will be registered "Joint Tenants
with Rights of Survivorship" and not as tenants in common unless you check a
box below:
[ ] Tenants in common
[ ] Tenants by entirety
[ ] Community property
b. CUSTODIAL ACCOUNT/GIFT TO A MINOR. (An Enrollment Form is
required for each minor. Only one custodian per account is allowed.)
_____________________________________________________________________________
Custodian's Name
_____________________________________________________________________________
Minor's Name
______________________________ _______________________ ______________
Minor's Social Security Number Minor's date of birth Custodian's
(required) (Month/Date/Year) state
c. TRUST. (Please check only one of the trustee types)
[ ] Person as trustee [ ] Organization as trustee
_____________________________________________________________________________
Trustee: Individual or Organization Name
_____________________________________________________________________________
and Co-trustee's Name (if applicable)
_____________________________________________________________________________
Name of Trust
_____________________________________________________________________________
For the benefit of
_____________________________________ ________________________________
Trust Taxpayer Identification Number Date of Trust
(required) (Month/Day/Year)
d. ORGANIZATION OR BUSINESS ENTITY. Check one:
[ ] Corporation [ ] Partnership [ ] Other
_____________________________________________________________________________
Name of Entity
______________________________
Taxpayer Identification Number (required)
_____________________________________________________________________________
Mailing Address (including apartment or box number)
_________________________________ ________________ ________________
City State Zip
( ) ( )
__________________________________ __________________________________
Home phone Work phone
2. DIVIDEND REINVESTMENT.
If you participate in the program, we will reinvest all cash distributions
paid by us on the shares of Inland Real Estate Corporation registered in your
name.
3. ACCOUNT AUTHORIZATION SIGNATURE(S).
Signature of account owner: _____________________ Date: ________________
Signature of joint owner: _______________________ Date: ________________
(if applicable)
If you need assistance, please contact Ms. Roberta Matlin at (630) 218-8000.
