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EX-99.1 - EX-99.1 - Inland Diversified Real Estate Trust, Inc.a12-27382_1ex99d1.htm
EX-99.2 - EX-99.2 - Inland Diversified Real Estate Trust, Inc.a12-27382_1ex99d2.htm

 

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 (Date of earliest event reported): November 16, 2012

 

INLAND DIVERSIFIED REAL ESTATE TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland
(State or Other
Jurisdiction of
Incorporation)

 

000-53945
(Commission File
Number)

 

26-2875286
(IRS Employer
Identification No.)

 

2901 Butterfield Road
Oak Brook, Illinois 60523
(Address of Principal Executive Offices)


(630) 218-8000
(Registrant’s Telephone Number, Including Area Code)


N/A
(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:

 

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 2.02        Results of Operations and Financial Condition.

Item 7.01        Regulation FD Disclosure.

 

Attached to this Current Report on Form 8-K is a copy of a letter from Inland Diversified Real Estate Trust, Inc., a Maryland corporation (the “Company”), to its stockholders, dated November 2012. A copy of the stockholder letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 2.02 and Item 7.01 disclosure. A copy of the Company’s Third Quarter Report for the three and nine months ended September 30, 2012 is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 2.02 and Item 7.01 disclosure.

 

The information in this Item 2.02 and Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section.  In addition, the information in this Item 2.02 and Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements in this Current Report on Form 8-K (including documents incorporated herein by reference, if any) constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Federal Private Securities Litigation Reform Act of 1995.  Forward-looking statements are statements that do not reflect historical facts and instead reflect our management’s intentions, beliefs, expectations, plans or predictions of the future.  Forward-looking statements can often be identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.” Examples of forward-looking statements include, but are not limited to, statements that describe or contain information related to matters such as management’s intent, belief or expectation with respect to our financial performance, investment strategy or our portfolio, our ability to address debt maturities, our cash flows, our growth prospects, the value of our assets, our joint venture commitments and the amount and timing of anticipated future cash distributions. Forward-looking statements reflect the intent, belief or expectations of our management based on their knowledge and understanding of our business and industry and their assumptions, beliefs and expectations with respect to the market for commercial real estate, the U.S. economy and other future conditions. Forward-looking statements are not guarantees of future performance, and investors should not place undue reliance on them.  Actual results may differ materially from those expressed or forecasted in forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described under Item 1A”Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission (the “Commission”) on March 15, 2012, and  as they may be revised or supplemented by us in subsequent Reports on Form 10-Q and other filings with the SEC.  Except as otherwise required by applicable law, the Company disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement in this report to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based.

 

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Item    9.01     Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Inland Diversified Real Estate Trust, Inc. letter to stockholders, dated November 2012

 

 

 

99.2

 

Inland Diversified Real Estate Trust, Inc. Third Quarter Report

 

3



 

SIGNATURE

 

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 DIVERSIFIED REAL ESTATE TRUST, INC.

 

 

 

Date:   November 16, 2012

By:

/s/ Steven T. Hippel

 

 

Name:

Steven T. Hippel

 

 

Title

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Inland Diversified Real Estate Trust, Inc. letter to stockholders, dated November 2012

 

 

 

99.2

 

Inland Diversified Real Estate Trust, Inc. Third Quarter Report

 

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