iretform8-k10052009.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):
October 6, 2009 (October 5,
2009)
INVESTORS
REAL ESTATE TRUST
(Exact
name of registrant as specified in its charter)
North
Dakota
|
0-14851
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45-0311232
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
3015
16th
Street SW, Suite 100
Minot,
ND 58702-1988
|
(Address
of principal executive offices, including zip
code)
|
(701)
837-4738
(Registrant's
telephone number, including area code)
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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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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□
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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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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(b))
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ITEM
7.01 Regulation
FD Disclosure
On
October 6, 2009, Investors Real Estate Trust (“IRET”) issued a press release
announcing the pricing of its public offering of common shares pursuant to the
Underwriting Agreement (defined below). A copy of this press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is
incorporated herein by reference. The information in Item 7.01 of
this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to
Item 9.01, shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities under
that Section, and, furthermore, shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of
1933.
ITEM
8.01 Other
Events
On
October 5, 2009, IRET entered into an underwriting agreement (the “Underwriting
Agreement”) with Robert W. Baird & Co. Incorporated, RBC Capital Markets
Corporation, Janney Montgomery Scott LLC, D.A. Davidson & Co. and J.J.B.
Hilliard, W.L. Lyons, LLC (collectively, the “Underwriters”), relating to the
issuance and sale by IRET of 8,000,000 common shares of beneficial
interest. IRET has also granted the Underwriters a 30-day option to
purchase up to 1,200,000 additional common shares of beneficial interest to
cover over-allotments, if any.
The
Underwriting Agreement contains customary representations, warranties and
agreements by IRET, conditions to closing, indemnification rights and
obligations of the parties and termination provisions. The
description of the Underwriting Agreement set forth above is qualified by
reference to the Underwriting Agreement filed as Exhibit 1.1 to this Form 8-K,
and incorporated herein by reference.
This
Current Report on Form 8-K does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein, and there shall
not be any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. The
sale of securities is being made only by means of a prospectus and related
prospectus supplement.
ITEM
9.01 Financial
Statements and Exhibits
The
exhibits listed below are filed herewith. The Underwriting Agreement
included as an exhibit is included only to provide information to investors
regarding its terms. The Underwriting Agreement contains
representations, warranties and other provisions that were made, among other
things, to provide the parties thereto with specified rights and obligations and
to allocate risk among them, and such agreement should not be relied upon as
constituting or providing any factual disclosures about IRET, the
Underwriters, any other persons, any state of affairs or other
matters.
(d) Exhibits
Exhibit
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Number
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Description
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1.1
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Underwriting
Agreement, dated October 5, 2009, among Investors Real Estate Trust, IRET
Properties and Robert W. Baird & Co. Incorporated, RBC Capital Markets
Corporation, Janney Montgomery Scott LLC, D.A. Davidson & Co. and
J.J.B. Hilliard, W.L. Lyons, LLC.
|
5.1
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Opinion
of Pringle & Herigstad, P.C. (filed with Registration Statement on
Form S-3 (File No. 333-162349) on October 6. 2009 and incorporated herein
by reference)
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8.1
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Opinion
of Hunton & Williams LLP (filed with Registration Statement on Form
S-3 (File No. 333-162349) on October 6. 2009 and incorporated herein by
reference)
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23.1
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Consent
of Pringle & Herigstad, P.C. (included in Exhibit
5.1)
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23.2
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Consent
of Hunton & Williams LLP (included in Exhibit 8.1)
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99.1
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Press
Release dated October 6, 2009
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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.
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INVESTORS
REAL ESTATE TRUST
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By: /s/
Thomas A. Wentz, Jr
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Thomas A. Wentz,
Jr.
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Senior Vice President &
Chief Operating Officer
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Date: October
6, 2009