Filed pursuant to 424(b)(3)
Registration #333-103799
SUPPLEMENT NO. 39
DATED NOVEMBER 1, 2004
TO THE PROSPECTUS DATED SEPTEMBER 15, 2003
OF INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
We are providing this Supplement No. 39 to you in order to supplement our prospectus. This supplement updates information in the "Real Property Investments" and "Plan of Distribution" sections of our prospectus.This Supplement No. 39 supplements, modifies or supersedes certain information contained in our prospectus, Supplement No. 38 dated October 22, 2004, and Supplement No. 37 dated October 13, 2004, (Supplement No. 37 superseded certain information contained in our prospectus and prior supplements dated between October 23, 2003 and October 13, 2004), and must be read in conjunction with our prospectus.
Real Property Investments
The discussion under this section, which starts on page 98 of our prospectus, is modified and supplemented by the following information regarding properties we have acquired or intend to acquire.
Academy Sports & Outdoors, Midland, Texas
On October 29, 2004, we purchased a newly constructed freestanding retail center known as Academy Sports & Outdoors, containing 61,654 gross leasable square feet. The center is located at 5312 West Wadley Avenue in Midland, Texas.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $4,500,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $73 per square foot of leasable space.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenant would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their lease.
One tenant, Academy Sports & Outdoors, will lease 100% of the total gross leasable area of the property. The lease term will be determined in accordance with the tenant's commencement date. The lease with this tenant requires the tenant to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Academy Sports & Outdoors | 61,654 | 100 | 5.91 | 11/04 | 10/24 |
For federal income tax purposes, the depreciable basis in this property will be approximately $3,375,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
CVS Drugstore, Sylacauga, AL
On October 29, 2004, we purchased a newly constructed 10,055 square foot retail building, leased to CVS Drugstores. The center is located at 2 North Broadway Avenue in Sylacauga, Alabama.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $3,066,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $305 per square foot of leasable space.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenant would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their lease.
One tenant, CVS Drugstore, leases 100% of the total gross leasable area of the property. The lease with this tenant requires the tenant to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
CVS Drugstore | 10,055 | 100 | 22.99 | 07/04 | 01/30 |
For federal income tax purposes, the depreciable basis in this property will be approximately $2,299,500. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Gurnee Town Center, Gurnee, Illinois
On October 28, 2004, we purchased an existing shopping center known as Gurnee Town Center, containing 179,840 gross leasable square feet. The center is located at 7105 Grand Avenue in Gurnee, Illinois.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $44,300,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $246 per square foot of leasable space.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
Four tenants, Linens 'N Things, Old Navy, Borders, Inc. and Cost Plus, Inc., each lease more than 10% of the total gross leasable area of the property. The leases with these tenants require the tenants to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Linens 'N Things | 34,075 | 19 | 11.47 | 12/00 | 01/11 |
Old Navy | 25,090 | 14 | 14.00 | 02/01 | 01/06 |
Borders Books & Music | 24,878 | 14 | 16.00 | 10/00 | 01/21 |
Cost Plus World Market | 18,300 | 10 | 14.00 | 10/00 | 01/11 |
For federal income tax purposes, the depreciable basis in this property will be approximately $33,225,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Gurnee Towne Center was built during 2000. As of October 1, 2004, this property was 96% occupied, with a total 172,290 square feet leased to 26 tenants. The following table sets forth certain information with respect to those leases:
Approximate GLA Leased | Current Annual | Base Rent Per Square Foot | ||
Lessee | (Sq. Ft.) | Lease Ends | Rent ($) | Per Annum ($) |
Oreck Floor Care Centers | 1,600 | 07/05 | 35,200 | 22.00 |
Earthly Goods | 2,300 | 12/05 | 42,550 | 18.50 |
Old Navy | 25,090 | 01/06 | 351,260 | 14.00 |
Quizno's Classic Subs | 1,600 | 02/06 | 44,800 | 28.00 |
Famous Footwear | 8,650 | 01/06 | 155,700 | 18.00 |
Hallmark Creations | 6,405 | 02/06 | 115,290 | 18.00 |
Salon Bliss | 1,785 | 04/06 | 48,195 | 27.00 |
Supercuts | 1,200 | 05/06 | 33,600 | 28.00 |
After Hours Formalwear | 1,050 | 06/06 | 31,500 | 30.00 |
Cali Nails | 1,000 | 11/06 | 30,000 | 30.00 |
Towne Vision Center | 1,360 | 12/06 | 40,800 | 30.00 |
RadioShack | 2,700 | 01/07 | 81,000 | 30.00 |
Slott's Hots | 2,000 | 09/07 | 67,900 | 33.95 |
Linens 'N Things | 34,075 | 01/11 | 391,000 | 11.47 |
Cost Plus World Market | 18,300 | 01/11 | 256,200 | 14.00 |
PPG Architectural Finishes | 4,000 | 01/11 | 76,000 | 19.00 |
AT & T Wireless | 2,800 | 01/11 | 72,800 | 26.00 |
Panda Express | 2,240 | 02/11 | 62,720 | 28.00 |
Starbucks | 2,500 | 03/11 | 75,000 | 30.00 |
Signature | 1,600 | 04/11 | 48,000 | 30.00 |
Bedding Experts | 3,500 | 04/11 | 105,000 | 30.00 |
Giordano's | 3,200 | 07/11 | 96,000 | 30.00 |
Bath & Body Works | 2,340 | 01/12 | 51,480 | 22.00 |
The Avenue | 5,250 | 01/13 | 94,500 | 18.00 |
Pier 1 Imports | 10,867 | 02/14 | 217,340 | 20.00 |
Borders Books & Music | 24,878 | 01/21 | 398,048 | 16.00 |
In general, each tenant will pay its proportionate share of real estate taxes, insurance and common area maintenance costs, although the leases with some tenants may provide that the tenant's liability for such expenses is limited in some way, usually so that their liability for such expenses does not exceed a specified amount.
Academy Sports & Outdoors, Port Arthur, Texas
On October 26, 2004, we purchased a newly constructed freestanding retail center known as Academy Sports & Outdoors, containing 61,001 gross leasable square feet. The center is located at Memorial Boulevard at Highway 365 in Port Arthur, Texas.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $5,000,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $82 per square foot of leasable space.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenant would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their lease.
One tenant, Academy Sports & Outdoors, will lease 100% of the total gross leasable area of the property. The lease with this tenant requires the tenant to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Academy Sports & Outdoors | 61,001 | 100 | 6.56 | 11/04 | 10/24 |
For federal income tax purposes, the depreciable basis in this property will be approximately $3,750,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Plaza at Riverlakes, Bakersfield, California
On October 25, 2004, we purchased an existing shopping center known as Plaza at Riverlakes, containing 102,836 gross leasable square feet. The center is located at Hageman Road and Calloway Drive in Bakersfield, California.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $17,400,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $169 per square foot of leasable space.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
One tenant, Ralph's Grocery Store, leases more than 10% of the total gross leasable area of the property. The lease with this tenant requires the tenant to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Ralph's Grocery Store | 58,000 | 56 | 6.03 | 11/01 | 11/26 |
For federal income tax purposes, the depreciable basis in this property will be approximately $13,050,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Plaza at Riverlakes was built during 2001. As of October 1, 2004, this property was 100% occupied, with a total 102,836 square feet leased to 22 tenants. The following table sets forth certain information with respect to those leases:
Approximate GLA Leased | Current Annual | Base Rent Per Square Foot | ||
Lessee | (Sq. Ft.) | Lease Ends | Rent ($) | Per Annum ($) |
Jane's Jewelers | 1,170 | 12/04 | 23,868 | 20.40 |
State Farm Insurance | 1,170 | 12/04 | 24,300 | 20.77 |
Team Gear | 1,463 | 01/06 | 28,944 | 19.78 |
Coldwell Banker | 2,260 | 06/06 | 45,288 | 20.04 |
Movie Gallery | 4,800 | 11/06 | 100,800 | 21.00 |
Pacific West Wireless | 1,495 | 12/06 | 31,392 | 21.00 |
Desired Image Tanning Salon | 1,275 | 02/07 | 26,772 | 21.00 |
Angel Food Donuts | 1,268 | 02/07 | 24,684 | 19.47 |
Supercuts | 1,202 | 02/07 | 26,916 | 22.39 |
One House Martinizing | 1,200 | 04/07 | 25,956 | 21.65 |
Miss Holiday | 1,360 | 06/07 | 24,480 | 18.00 |
R.J.'s at Riverlakes | 2,500 | 08/07 | 82,932 | 33.17 |
Teaze Salon | 1,885 | 10/07 | 29,748 | 15.78 |
Xanders Grill | 2,000 | 10/07 | 42,012 | 21.01 |
Planet Smoothie | 1,490 | 09/09 | 29,508 | 19.80 |
Wells Fargo Financial | 1,925 | 09/09 | 47,580 | 24.72 |
Dewar's Candy Shop | 2,885 | 12/11 | 48,468 | 16.80 |
Baja Fresh Mexican Grill | 3,010 | 03/13 | 61,404 | 20.40 |
Fitness 19 | 7,200 | 03/13 | 127,728 | 17.74 |
The UPS Store | 1,778 | 05/13 | 37,344 | 21.00 |
Quick One Chinese | 1,500 | 06/14 | 30,060 | 20.04 |
Ralph's Grocery Store | 58,000 | 11/26 | 350,004 | 6.03 |
In general, each tenant will pay its proportionate share of real estate taxes, insurance and common area maintenance costs, although the leases with some tenants may provide that the tenant's liability for such expenses is limited in some way, usually so that their liability for such expenses does not exceed a specified amount.
Plan of Distribution
The following new subsection is inserted at the end of this section on page 148 of our prospectus.
Update
The following table updates shares sold in our offering as of October 28, 2004:
Gross | Commission and fees | Net | ||
Shares | proceeds ($) | ($) (1) | proceeds ($) | |
From our advisor | 20,000 | 200,000 | - | 200,000 |
Our offering began September 15, 2003: | 166,869,901 | 1,668,619,026 | 173,247,448 | 1,495,371,578 |
Shares sold pursuant to our distribution reinvestment program | 2,041,463 | 19,393,903 | - | 19,393,903 |
168,931,364 | 1,688,212,929 | 173,247,448 | 1,514,965,481 |
(1) Inland Securities Corporation serves as dealer manager of this offering and is entitled to receive selling commissions and certain other fees, as discussed further in our prospectus.