<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 2000
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 60523
(630) 218-8000
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
SAMUEL A. ORTICELLI
INLAND REAL ESTATE CORPORATION
2901 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60523
(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
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 5,000,000 shares $10.45 $52,250,000 $13,794
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
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 truthful 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 December 6, 2000
<PAGE> 3
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.
On July 1, 2000, we became a self-administered real estate investment
trust by completing the acquisition of Inland Real Estate Advisory Services,
Inc., our former advisor and Inland Commercial Property Management, Inc., our
property manager, through a merger. As a result of the merger, we issued to
Inland Real Estate Investment Corporation, the sole shareholder of the advisor,
and The Inland Property Management Group, Inc., the sole shareholder of the
property manager, an aggregate of 6,181,818 shares of our common stock, or
approximately 10% of our common stock taking into account such issuance.
2
<PAGE> 4
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 Mr. Mark E. Zalatoris 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 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, you may not reinvest your
distributions to purchase additional shares.
- FRACTIONAL SHARES: We pay distributions on both whole and fractional
shares and you may purchase additional shares of our common stock with
distributions on both whole and fractional shares.
- TRACKING YOUR INVESTMENT: Each year we will send you an individualized
report of your investment. The report will include the purchase
date(s), purchase price and the number of shares you own, as well as
the dates and amounts of distributions paid to you or invested in
additional shares of our common stock 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, by
providing 30 days' written notice to all participants.
3
<PAGE> 5
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 of our common stock by
reinvesting cash distributions without paying any brokerage commissions, fees or
service charges. We will use the amounts we receive for the additional shares
purchased through the Program 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. No action is required if you are already participating in the
Program. 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 60523, Attention: Mr. Mark E. Zalatoris. 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 use the cash
distributions from all shares registered in your name, including all full or
fractional shares you acquire under the Program, to
4
<PAGE> 6
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 paid on the shares you already own and the
purchase price of the shares. We will issue fractional shares (computed to four
decimal places), if necessary, so that the entire amount of distributions paid
on shares you already own are used to purchase additional shares. 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, UNLESS THAT LIMITATION IS WAIVED BY OUR BOARD OF DIRECTORS.
SOURCE AND PURCHASE PRICE OF THE SHARES
There is no public trading market for our shares. As of December 6,
2000, 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 at which shares may trade if they were listed on an
exchange or of the amount 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
you purchase shares under the Program. You may, however, incur certain fees and
brokerage commissions if you choose
5
<PAGE> 7
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 you an
individualized report summarizing your investment including the purchase
date(s), purchase price and the number of shares you own, as well as the dates
and amounts of distributions paid to you or invested in additional shares on
your behalf 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 you
certificates evidencing the shares you purchased under the Program for the prior
fiscal year. Prior to issuing the certificate(s), ownership of the shares will
be evidenced only in our internal records.
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 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 to a person who does not participate in the Program prior to our shares
being listed on a national securities exchange or designated for quotation on a
national market system, 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 an Enrollment Form and by
completing, signing and returning it to us.
TERMINATING YOUR PARTICIPATION IN THE PROGRAM
You may terminate your 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 you a certificate for
the shares in your Program account. 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 participation 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.
6
<PAGE> 8
TAX CONSEQUENCES OF YOUR PARTICIPATION IN THE PROGRAM
All distributions we pay to you are treated as dividends to the extent
that we have earnings and profits for federal income tax purposes. Any amounts
we distribute to you in excess of our earnings and profits are treated as a
reduction in the adjusted basis of your shares. Once the adjusted basis in your
shares is reduced to zero, any further reductions are treated as gain from the
sale of shares.
If you participate in the Program, you will recognize taxable dividend
income equal to the amount of the dividends you would have 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, by
providing 30 days' written notice to all participants. If the Program is
terminated, certificates for shares will be delivered to all participants.
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. You can 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
7
<PAGE> 9
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,
1999;
(b) Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000, June 30, 2000 and September 30, 2000;
(c) Our amended Quarterly Reports on Form 10-Q/A for the quarters
ended March 31, 2000 and June 30, 2000;
(d) Our Current Reports on Form 8-K dated July 14, 2000, and March
21, 2000;
(e) 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: Mr. Mark E. Zalatoris, 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.
8
<PAGE> 10
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, 1999 and 1998 and for the three-year period ended December 31,
1999, 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 Sher & Guinot, Baltimore, Maryland.
9
<PAGE> 11
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.
10
<PAGE> 12
================================================================================
-----------------
TABLE OF CONTENTS
SUMMARY OF OUR DISTRIBUTION REINVESTMENT
PROGRAM....................................................................3
DESCRIPTION OF THE PROGRAM.................................................4
PURPOSE OF THE PROGRAM.....................................................4
WHY SHOULD YOU PARTICIPATE IN THE
PROGRAM....................................................................4
HOW TO ENROLL IN THE PROGRAM...............................................4
REINVESTMENT OF YOUR DISTRIBUTIONS.........................................4
NUMBER OF SHARES TO BE ISSUED TO YOU.......................................5
SOURCE AND PURCHASE PRICE OF THE
SHARES.....................................................................5
WHEN SHARES WILL BE PURCHASED..............................................5
COST OF PARTICIPATING IN THE PROGRAM.......................................5
TRACKING YOUR INVESTMENT...................................................6
CERTIFICATES FOR SHARES....................................................6
SELLING SHARES ACQUIRED UNDER
THE PROGRAM ...............................................................6
TERMINATING YOUR PARTICIPATION IN
THE PROGRAM ...............................................................6
TAX CONSEQUENCES OF YOUR PARTICIPATION
IN THE PROGRAM.............................................................7
AMENDMENT OR TERMINATION OF THE
PROGRAM....................................................................7
MISCELLANEOUS..............................................................7
VOTING RIGHTS OF SHARES ACQUIRED UNDER
THE PROGRAM ...............................................................8
OUR LIABILITY UNDER THE PROGRAM ...........................................9
USE OF PROCEEDS............................................................9
EXPERTS....................................................................9
LEGAL MATTERS..............................................................9
INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES...........................................................10
-----------------
================================================================================
================================================================================
INLAND REAL ESTATE
CORPORATION
DISTRIBUTION REINVESTMENT
PROGRAM
5,000,000 SHARES
OF COMMON STOCK
---------------
PROSPECTUS
---------------
December 6, 2000
================================================================================
<PAGE> 13
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............... $13,794.00
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.................................................... 37,619.00*
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Third Articles of Amendment and Restatement and Bylaws authorize
us, to indemnify and pay to or reimburse reasonable expenses of our directors 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 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 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 any
<PAGE> 14
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
--- -----------
5.1 Opinion of Shapiro Sher & Guinot regarding the legality of
the securities being registered
23.1 Consent of Shapiro Sher & Guinot (included as part of
Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included after signatures)
99.1 Form of Enrollment Form
<PAGE> 15
(b) The following exhibits are incorporated by reference:
EXHIBIT
NO. DESCRIPTION
--- -----------
3.1 Inland Real Estate Corporation Third Articles of Amendment and
Restatement1
3.2 Inland Monthly Income Fund III, Inc. Second Articles of Amendment
and Restatement.2
3.3 Amended and Restated Bylaws of Inland Real Estate Corporation.3
3.4 Inland Monthly Income Fund III, Inc. Articles of Amendment.3
3.5 Inland Real Estate Corporation Articles of Amendment of Second
Articles of Amendment and Restatement.4
3.6 Inland Real Estate Corporation Articles of Amendment of Second
Articles of Amendment and Restatement.5
3.7 Amendment to the Amended and Restated Bylaws of Inland Real Estate
Corporation.5
4 Amended and Restated Inland Real Estate Corporation Distribution
Reinvestment Program6
1. Included in the Registrant's Current report on Form 8-K (file number
000-28382) as filed by Registrant on July 14, 2000.
2. Included in the Registrant's Registration Statement on Form S-11 (file
number 333-6459) as filed by the Registrant on June 20, 1996.
3. Included in Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-11 (file number 333-6459) as
filed by the Registrant on July 18, 1996.
4. Included in the Registrant's Registration Statement of Form S-11 (file
number 333-45233) as filed by the Registrant on January 29, 1998.
5. Included in Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form S-11 (file 333-45233) as filed by the
Registrant on April 6, 1998.
6. Included in the Registrant's Registration Statement on Form S-3 (file
number 333-70699) as filed by the Registrant on January 15, 1999.
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
<PAGE> 16
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.
<PAGE> 17
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, hereunto
duly authorized, in the City of Oak Brook, Illinois, on this 6th day of
December, 2000.
INLAND REAL ESTATE CORPORATION
By: /s/ Norbert Treonis
----------------------------------
Norbert Treonis
President, Chief Executive Officer
and Director
<PAGE> 18
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Norbert Treonis and Samuel A.
Orticelli 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Norbert Treonis President, Chief Executive Officer December 6, 2000
-------------------------------------------
Norbert Treonis and Director
/s/ Robert D. Parks Chairman of the Board of December 6, 2000
-------------------------------------------
Robert D. Parks Directors
/s/ G. Joseph Cosenza Director December 6, 2000
-------------------------------------------
G. Joseph Cosenza
/s/ Joel G. Herter Director December 6, 2000
-------------------------------------------
Joel G. Herter
/s/ Heidi N. Lawton Director December 6, 2000
-------------------------------------------
Heidi N. Lawton
/s/ Roland W. Burris Director December 6, 2000
-------------------------------------------
Roland W. Burris
/s/ Joel D. Simmons Director December 6, 2000
-------------------------------------------
Joel D. Simmons
/s/ Samuel A. Orticelli Secretary and General Counsel December 6, 2000
-------------------------------------------
Samuel A. Orticelli
</TABLE>
