UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 14, 2010
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(exact name of registrant as specified in charter)
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Maryland (State or other |
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000-51199 (Commission File Number) |
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42-1579325 (IRS Employer |
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2901 Butterfield Road, Oak Brook, Illinois |
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60523 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (630) 218-8000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
Attached to this Form 8-K as Exhibit 99.1 is a copy of a mailing from Inland Western Retail Real Estate Trust, Inc. (the “Company”) to its stockholders in connection with the recommendation of the Company’s Board of Directors that its stockholders reject an unsolicited tender offer for less than 5% of its common shares, which mailing the Company will begin to send to its stockholders on or about May 14, 2010 and which mailing is incorporated in its entirety into this report.
The information in this report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibit is included with this Report:
99.1 Mailing to stockholders of Inland Western Retail Real Estate Trust, Inc.
The statements and certain other information contained in this report, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” “anticipate,” “position,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment. Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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INLAND WESTERN RETAIL REAL |
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ESTATE TRUST, INC. |
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(Registrant) |
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By: |
/s/ Dennis K. Holland |
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Dennis K. Holland |
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Date: May 14, 2010 |
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General Counsel and Secretary |