POS AM 1 a09-9597_1posam.htm POS AM

 

As filed with the Securities and Exchange Commission on April 7, 2009

Registration No. 333-139504

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

POST-EFFECTIVE AMENDMENT NO. 9

TO

 

FORM S-11

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 


 

INLAND AMERICAN REAL ESTATE TRUST, INC.

(Exact name of registrant as specified in governing instruments)

 


 

2901 Butterfield Road
Oak Brook, Illinois 60523
(630) 218-8000

(Address, including zip code, and telephone number, including, area code of principal executive offices)

 


 

The Corporation Trust, Inc.
300 East Lombard Street
Baltimore, Maryland  21202
(410) 539-2837

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

with copies to:

 

Robert H. Baum

 

Michael J. Choate, Esq.

Executive Vice President and

 

Shefsky & Froelich Ltd.

General Counsel

 

111 East Wacker Drive

The Inland Real Estate Group, Inc.

 

Suite 2800

2901 Butterfield Road

 

Chicago, Illinois 60601

Oak Brook, Illinois 60523

 

(312) 836-4066

(630) 218-8000

 

 

 

Approximate Date of Commencement of Proposed Sale to the Public:  This Post-Effective Amendment No. 9 to Form S-11 Registration Statement (Registration No. 333-139504) is being filed to deregister all of the 181,560,267 shares of common stock that remained unsold as of the termination of the offering.

 

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”  in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer

o

 

Accelerated filer

o

 

Non-accelerated filer

x

 

Smaller reporting company

o

 

This Post-Effective Amendment No. 9 to Form S-11 Registration Statement (Registration No. 333-139504) shall become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933.

 

 

 



 

Termination of Second Public Offering and Deregistration of Shares of Common Stock

 

Inland American Real Estate Trust, Inc. (the “Registrant”) filed a Form S-11 Registration Statement (Registration No. 333-139504), which was declared effective by the Securities and Exchange Commission on August 1, 2007, pursuant to which the Registrant registered 540,000,000 shares of common stock for sale in its second public offering (the “Offering”).  Of the 540,000,000 shares registered, 500,000,000 shares were offered to the public on a “best efforts” basis at $10.00 per share and 40,000,000 were offered at $9.50 per share pursuant to the distribution reinvestment plan adopted by the Registrant in connection with the Offering (the “DRP”), for an aggregate Offering amount of $5,380,000,000.

 

The Registrant terminated the Offering effective as of the close of business on April 6, 2009.  As of the close of business on April 6, 2009, the Registrant had sold a total of 319,978,667 shares in the “best efforts” public offering and a total of 38,461,066 shares pursuant to the DRP.  Thus, at the completion of the Offering, there remained unsold a total of 181,560,267 shares of common stock, which includes 180,021,333 shares that remained unsold in the “best efforts” public offering and 1,538,934 shares that remained unsold pursuant to the DRP.  By filing this post-effective amendment, the Registrant hereby deregisters all of the 181,560,267 shares of common stock that remained unsold in the Offering as of the close of business on April 6, 2009.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oak Brook, State of Illinois, on the 7th day of April, 2009.

 

 

INLAND AMERICAN REAL ESTATE TRUST, INC.

 

 

 

 

 

 

 

By:

/s/ Brenda G. Gujral

 

Name:

Brenda G. Gujral

 

Its:

President

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

 

By:

/s/ Robert D. Parks

 

Director and chairman of the board

 

April 7, 2009

Name:

Robert D. Parks

 

 

 

 

 

 

 

 

 

 

By:

/s/ Brenda G. Gujral

 

Director and president (principal executive officer)

 

April 7, 2009

Name:

Brenda G. Gujral

 

 

 

 

 

 

 

 

 

 

By:

/s/ Lori J. Foust

 

Treasurer and Principal Financial Officer

 

April 7, 2009

Name:

Lori J. Foust

 

(principal financial officer)

 

 

 

 

 

 

 

 

By:

/s/ Jack Potts

 

Principal Accounting Officer

 

April 7, 2009

Name:

Jack Potts

 

 

 

 

 

 

 

 

 

 

By:

/s/ J. Michael Borden*

 

Director

 

April 7, 2009

Name:

J. Michael Borden

 

 

 

 

 

 

 

 

 

 

By:

/s/ Thomas F. Glavin*

 

Director

 

April 7, 2009

Name:

Thomas F. Glavin

 

 

 

 

 

 

 

 

 

 

By:

/s/ David Mahon*

 

Director

 

April 7, 2009

Name:

David Mahon

 

 

 

 

 

 

 

 

 

 

By:

/s/ Thomas F. Meagher*

 

Director

 

April 7, 2009

Name:

Thomas F. Meagher

 

 

 

 

 

 

 

 

 

 

By:

/s/ Paula Saban*

 

Director

 

April 7, 2009

Name:

Paula Saban

 

 

 

 

 

 

 

 

 

 

By:

/s/ William J. Wierzbicki*

 

Director

 

April 7, 2009

Name:

William J. Wierzbicki

 

 

 

 

 

 

 

 

 

 

By:

/s/ Roberta S. Matlin

 

 

 

April 7, 2009

*Signed on behalf of the named individuals by Roberta S. Matlin under power of attorney.