UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 9, 2011
(Date of earliest event reported)
Inland Western Retail Real Estate Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland |
| 000-51199 |
| 42-1579325 |
(State or other |
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| (IRS Employer |
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2901 Butterfield Road, Oak Brook, Illinois |
| 60523 | ||
(Address of Principal Executive Offices) |
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Registrant’s telephone number including area code n(630) 218-8000 | ||||
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Not Applicable (Former name or former address, if changed since last report) | ||||
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
Inland Western Retail Real Estate Trust, Inc. (the “Company”) is re-issuing in an updated format its historical financial statements in connection with ASC 205-20, “Presentation of Financial Statements – Discontinued Operations.” During the nine months ended September 30, 2010, the Company sold certain properties, each of which qualifies as discontinued operations, and in compliance with ASC 205-20 has reported revenue, expenses and net gains from the sale of these properties as discontinued operations for each period presented. Under SEC requirements, the same reclassification as discontinued operations required by ASC 205-20 following the sale of a property is required for previously issued annual financial statements for each of the three years shown in the Company’s last annual report on Form 10-K, if those financials are incorporated by reference in subsequent filings with the SEC made under the Securities Act of 1933, as amended, even though those financial statements relate to periods prior to the date of the sale. This reclassification has no effect on the Company’s previously reported net income attributable to Company shareholders or funds from operations.
This report on Form 8-K updates Items 6, 7 and 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, to reflect the properties sold during the nine months ended September 30, 2010, that were not held for sale as of December 31, 2009, as discontinued operations. All other items of the Form 10-K remain unchanged. No attempt has been made to update matters in the Form 10-K except to the extent expressly provided above.
In addition, in connection with the preparation for a potential listing of the Company’s common stock on the New York Stock Exchange, it was discovered that certain aspects of the operation of our dividend reinvestment plan (“DRP”) prior to May 2006 may have violated the prohibition against preferential dividends, and thus the IRS could determine that our dividends paid from November 2003 through April 2006 did not qualify for the dividends paid deduction.
On January 20, 2011, the Company filed a request for a closing agreement from the Internal Revenue Service (“IRS”), whereby the IRS would agree that our dividends paid deduction for the taxable years 2004 through 2006, the years for which we had positive taxable income, was sufficient for us to qualify for taxation as a REIT. If the IRS does not enter into a closing agreement, the Company could incur a tax related liability, representing a payment of corporate taxes due for past periods including interest and penalties for the open statutory tax years the Company would not have qualified as a REIT.
While there can be no assurance that the IRS will enter into a closing agreement with the Company, based upon the IRS entering into closing agreements with other REITs, the Company expects to obtain a closing agreement with the IRS for an estimated cost plus interest of approximately $62,000. The Company estimates that the range of loss that is reasonably possible is from approximately $62,000 if we obtain the closing agreement to approximately $155,000,000 if we do not obtain the closing agreement. The Company believes that it is probable that it will enter into a closing agreement with the IRS and as a result has recorded an expense of $62,000 during the year ended December 31, 2010.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| The exhibits required by this item are set forth on the Exhibit Index attached hereto | |
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,” “goals,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “initiative,” “likely,” “anticipate,” “position,” “focus,” 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 subjec t 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, including those detailed in the sections of the Company’s most recent Form 10-K and Form 10-Qs filed with the SEC titled “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 hereunto duly authorized.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
EXHIBIT INDEX
Attached as exhibits to this form are the documents listed below:
Exhibit No. | Description |
23.1 | Consent of Deloitte & Touche LLP |
23.2 | Consent of KPMG LLP |
99.1 | Form 10-K, Item 6. Selected Financial Data Form 10-K, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Form 10-K, Item 8. Financial Statements |
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