425

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): May 13, 2014

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:

ý	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
ý	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item    8.01    Other Events.

On May 13, 2014, Inland Diversified Real Estate Trust, Inc. (the “Company”) and Kite Realty Group Trust, a Maryland real estate investment trust (“Kite”), will hold a joint webcast to discuss the transactions contemplated by that certain Agreement and Plan of Merger dated February 9, 2014 among the Company, Kite Realty and KRG Magellan, LLC, a Maryland limited liability company and wholly-owned subsidiary of Kite (“Merger Sub”), pursuant to which the Company will be merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Kite. A copy of the slide presentation used in connection with the webcast is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item     9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Investor Slide Presentation, May 13, 2014

Forward-Looking Statements

This document contains forward-looking statements made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The statements may be identified by terminology such as may, would, expect, intend, estimate, anticipate, plan, seek, appears, or believe. Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with Kite, the inability to obtain stockholder approvals relating to the merger (the “Merger”) or the failure to satisfy the other conditions to completion of the merger, fluctuations in the per share price of Kite’s common shares, risks related to disruption of management’s attention from the ongoing business operations due to the proposed merger, the outcome of any legal proceedings relating to the merger, risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all, market and economic challenges experienced by the U.S. economy or real estate industry as a whole, including dislocations and liquidity disruptions in the credit markets, the inability of tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, competition for real estate assets and tenants, impairment charges, the availability of cash flow from operating activities for distributions and capital expenditures, the ability to refinance maturing debt or to obtain new financing on attractive terms, future increases in interest rates, actions or failures by the Company’s joint venture partners, including development partners, factors that could affect the Company’s ability to qualify as a real estate investment trust, and other factors detailed under Risk Factors in the Company’s most recent Form 10-K and subsequent Form 10-Qs on file with the Securities and Exchange Commission (the SEC).

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by federal securities laws, the Company undertakes no obligation to publicly update or revise any written or oral forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this document. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements.

Additional Information and Where to Find It

This filing may be deemed solicitation material in respect of the proposed Merger of the Company with and into a direct wholly owned subsidiary of Kite. In connection with the Merger, Kite has filed a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents with respect to the proposed acquisition of the Company by Kite. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

Investors may obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://www.inlanddiversified.com, and copies of the documents filed by Kite with the SEC are available free of charge on Kite’s website at http://www.kiterealty.com.

The Company and Kite and their respective trustees, directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about the Company’s executive officers and directors in the Company’s definitive proxy statement filed with the SEC on April 16, 2013 in connection with its 2013 annual meeting of shareholders. You can find information about Kite’s executive officers and trustees in Kite’s definitive proxy statement filed with the SEC on April 8, 2014 in connection with its 2014 annual meeting of shareholders. Additional information regarding the interests of such potential participants are included in the joint proxy statement/prospectus and other relevant documents filed with the SEC. You may obtain free copies of these documents from the Company or Kite using the sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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:	May 13, 2014	By:	/s/ Steven T. Hippel
		Name:	Steven T. Hippel
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Slide Presentation, May 13, 2014

EX-99.1

Investor Presentation May 2014

 Ticker: KRG  Founded: 1971  Headquarters: Indianapolis, Indiana  Portfolio: 62 Operating Retail 2 Operating Commercial 4 Redevelopment (1 Pending) 2 Development Under Construction 70 Total  Square Footage (mm): 11.3 Operating Properties 1.3 Total Redevelopment/Development 12.6 Total GLA  Annual Dividend Per Share / Yield : $0.26 / 4.2% Company Overview Kite Realty Group Trust (“Kite”) is a full-service, vertically-integrated real estate company Overview ___________________________ Source: Company filings. As of 3/31/2014. Geographic breakdown based on percentage of owned GLA.  Primarily engaged in the ownership, operation, development, construction and acquisition of high-quality neighborhood and community shopping centers in selected growth markets in the U.S.  Markets in the Midwest, Southeast and Texas account for approximately 98% of Kite’s operating portfolio GLA IN 29% FL 26% TX 18% AL 6% Other 21% GLA 1

Proven Management Team with Value-Add History Kite has a proven management team with extensive industry experience Experienced Management Team Analyst Commentary ___________________________ Sources: Company filings and Wall Street research. As of 3/31/2014. 1. Excludes Courthouse Shadows, a redevelopment property pending commencement of construction. Kite Experience Industry Experience John A. Kite Chairman & CEO 24 years 27 years Thomas K. McGowan President & COO 21 years 26 years Daniel R. Sink, CPA EVP & CFO 15 years 25 years “…KRG is managed by a stable team with considerable industry and company experience. The average senior management tenure at KRG is more than 14 years. KRG’s management team has demonstrated development, re-development, and value-add investment skills with strong local market knowledge in its largest market.” “... Kite’s entire senior management team has been with the company since before its IPO in 2004, and has significant tenure in the real estate sector. Their seniority gives them an advantage as they have built up relationships within their markets and a deep understanding of the local trends influencing their properties.” Select Assets Photo Current Value-Add Projects(1)  Three redevelopment projects under construction totaling 408,455 gross leasable area  87.4% pre-leased / committed  Total estimated project cost of approximately $31.5 million (44% spent)  Two development projects under construction totaling 729,576 square feet of gross leasable area  73.0% pre-leased / committed  Total estimated project cost of approximately $153.3 million (56% spent) Delray Marketplace Delray Beach, FL Parkside Town Commons Raleigh, NC Kings Lake Square Naples, FL 2 River’s Edge Indianapolis, IN • Transparent Company with Extensive Analyst Coverage

Q1 2014 Earnings Summary ___________________________ Source: Company filings.  FFO, as adjusted, of $0.13 per diluted common share, exceeding consensus estimates by $0.01 per share  Revenue from recurring property operations increased 55% in first quarter 2014 over the first quarter of 2013  Seamlessly integrated a $300 million nine property acquisition that closed in November 2013  Same property net operating income increased 4.7% over the same period in the prior year  Opened five new anchor tenants totaling 239,000 square feet  Sold three non-core assets for $35.2 million in gross proceeds generating an aggregate gain of $6.7 million  Increased the quarterly common share dividend by 8.3% Highlights 3 Kite produced solid first quarter results and continues to execute on its 2014 objectives

 Attractive portfolio in terms of asset quality, tenant base and geography  Desirable locations with higher annualized base rent (“ABR”) and strong demographics (3-mile average household income of ~$71,000; 2013 population density of ~67,000)  Stabilized portfolio (95.8% occupancy as of 3/31/2014)  Diverse tenant base (top 10 tenants comprise ~21.3% of total ABR) High-Quality Portfolio  Significantly increases the size and scale of the business in core markets and provides entry into new attractive markets  Number of properties increases from 70 to 130  Total portfolio size for Kite increases from 9.5 million owned square feet to 20.2 million owned square feet  Increased portfolio size provides leasing leverage with national tenants  Potential to improve operations and create value via redevelopment / development  Inland Diversified’s portfolio is complementary to Kite’s based on geography with approximately 43% of Inland Diversified’s ABR generated from overlapping states  Provides entry into new, attractive markets for Kite such as Westchester (NY), Bayonne (NJ), Las Vegas (NV), Virginia Beach (VA) and Salt Lake City (UT); ~36% of Inland Diversified’s ABR Increased Size, Scale & Diversity Strategic Rationale The transaction presents a unique opportunity to combine two high-quality portfolios and transform Kite into a premier shopping center REIT 4

 Kite’s scalable platform provides for substantial G&A and operating synergies  Total synergies of $17 - $19 million for the combined company  Results in incremental operating expense of only $6 - $8 million  Elimination of external manager contracts results in significant cost savings  Reduces Kite’s G&A load as a percentage of asset base and revenues  Significantly reduces Kite’s development/redevelopment exposure as a percentage of asset base and reduces Indiana concentration from 27% to 13% of 2013 ABR Cost Savings & De-Risking  Strong balance sheet positions the combined company for further growth  Materially improves leverage, coverage and other credit metrics  Net debt to adjusted EBITDA (1) expected to improve to approximately 6.5x from 7.3x post transaction, including the contemplated non-core asset sales  Well-staggered debt maturity schedule  Increased operating cash flow, lower leverage and conservative dividend payout ratio will support future dividend growth  Substantial increase in public float and shareholder liquidity  Larger, more diversified company with a flexible balance sheet should result in a lower cost of capital and a path to an investment grade rating Enhanced Balance Sheet, Liquidity & Cash Flow Financial Rationale Transaction represents a continuation of Kite’s strategy to strengthen its balance sheet, increase its liquidity profile, generate cost savings and further de-risk its business model ___________________________ 1. Kite calculates its Net Debt to Adjusted EBITDA ratio by taking Kite’s share of consolidated debt, after certain adjustments, and dividing that number by its prior quarter’s EBITDA annualized, after making certain adjustments thereto. Net Debt to Adjusted EBITDA, adjusted for the proposed transaction, assumes the assumption of Inland Diversified debt and repayment of certain of such debt as described herein, and uses projected 2014 EBITDA reflecting an assumed contribution thereto from the proposed transaction. Adjusted EBITDA, as calculated by Kite, is not comparable to EBITDA reported by other REITs that do not define EBITDA exactly as Kite does. 5

Multi-Tenant 74% Grocery- Anchored 23% Commercial 2% FL 22% IN 15% TX 10% NV 8% NC 6% GA 4% NY 4% OK 3% AL 3% VA 3% Other 22% Pro forma for the transaction, Kite will own 130 properties comprised of 20.2 million square feet across 26 states Geographic Diversification ___________________________ Sources: Inland Diversified provided and Kite management as of 3/31/2014. 1. Includes development and redevelopment projects and Inland Diversified’s announced sale of its single-tenant portfolio to Realty Income. 2. Kite excludes ground leases; Inland Diversified includes ground leases. 3. Excludes Kite’s two commercial properties. Distribution by ABR (1)(2)(3) Multi-Tenant Grocery Multi-Tenant Inland Diversified Assets Kite Assets Kite Existing States Kite New States Grocery Commercial ID KY AR LA AL SC TN MI MN WI OR NV CA OK TX AZ CO GA IL IA KS MS MO MT NE NM NY ND OH PA SD UT WA WV WY FL DE MD VA NH VT MA RI NC ME NJ CT DC IN Portfolio by ABR (1)(2) 6

Tenants S&P Rating Kite Inland Diversified n/a BB+ A+ B- A- n/a A- BBB+ n/a BBB Pro Forma Top 10 Tenants Pro Forma Tenant Profile Overview  Large national retail brands  Significant diversification with no tenant representing more than 4% of ABR  Kite to build upon existing and new relationships to drive performance  Considerable tenant overlap provides seamless transition for Kite management  Strong tenant base provides stable cash flows The combined company will have a strong, diversified tenant base                     ___________________________ Sources: Inland Diversified provided and Kite management as of 3/31/2014. 7

Company Objectives & Strategy Company Objectives  Lower leverage and conservative balance sheet provides financial flexibility  Staggered debt maturity schedule minimizes refinancing risk  Strong liquidity profile  Establish path to investment grade rating and reduce overall cost of capital  Create larger, best-in-class retail focused REIT  Selectively cull combined portfolio and redeploy capital into higher quality, growth assets  Establish position as a leading company in target markets  Become a “must own” company for investors  Expand and refine targeted markets and enhance asset quality to improve performance  Generate efficiencies through the integration of operating procedures and systems  Continue to utilize development and redevelopment expertise to drive growth Kite will continue to be focused on generating strong operational performance and maintaining a conservative capital structure to drive shareholder value Operational Strategy Financial Strategy 8

Certain statements in this presentation that are not in the present or past tense or that discuss Kite’s and/or Inland Diversified’s expectations (including any use of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “might,” “outlook,” “project”, “should” or similar expressions) are forward-looking statements within the meaning of the federal securities laws and as such are based upon current beliefs as to the outcome and timing of future events. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Kite and Inland Diversified operate and beliefs of and assumptions made by their respective management, involve uncertainties that could significantly affect the financial results of Kite, Inland Diversified or the combined company. There can be no assurance that actual future developments affecting Kite, Inland Diversified or the combined company will be those anticipated by Kite or Inland Diversified. Examples of forward-looking statements include expectations as to the timing of the closing of this transaction and the anticipated property and security dispositions intended to be made by Kite and Inland Diversified, estimated cash capitalization rates, anticipated G&A and operating synergies, the anticipated impact of the merger on net debt ratios, credit ratings, cost of capital, projected 2014 fully diluted FFO, share of depreciation and amortization, reported FFO per share, projected net operating income, internal rates of return, future dividend payment rates, forecasts of FFO accretion, projected capital improvements, expected sources of financing, and descriptions relating to these expectations. These forward-looking statements involve risks and uncertainties (some of which are beyond the control of Kite or Inland Diversified) and are subject to change based upon various factors including, but not limited to, the following risks and uncertainties: changes in the real estate industry and in performance of the financial markets and interest rates; the demand for and market acceptance of either company’s properties for rental purposes; the ability of either company to enter into new leases or renewal leases on favorable terms; the amount and growth of either company’s expenses; tenant financial difficulties and general economic conditions, including interest rates, as well as economic conditions and competition in those areas where either company owns properties; risks associated with joint venture partners; risks associated with the ownership and development of real property; the outcome of claims and litigation involving or affecting either company; the ability to satisfy conditions necessary to close pending transactions and the ability to successfully integrate pending transactions; applicable regulatory changes; risks associated with acquisitions, including the integration of the combined companies’ businesses; risks associated with achieving expected revenue synergies or cost savings; risks associated with the companies’ ability to consummate Kite’s proposed acquisition of Inland Diversified and the timing of the closing of the proposed acquisition; and other risks and uncertainties detailed from time to time in Kite’s or Inland Diversified’s filings with the Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the business, financial condition, liquidity, cash flows and financial results of either company could differ materially from those expressed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. Kite does not undertake to update forward-looking statements except as may be required by law. Forward-Looking Statements 9

Additional Information About the Proposed Transaction In connection with the proposed transaction, Kite has filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement of Kite and Inland Diversified that also constitutes a prospectus of Kite, which joint proxy statement will be mailed or otherwise disseminated to Kite and Inland Diversified shareholders. Kite and Inland Diversified also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus and other relevant documents filed by Kite and Inland Diversified with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Kite with the SEC will be available free of charge on Kite’s website at www.kiterealty.com or by contacting Kite Investor Relations at 317-577-5600 or by sending a written request to Investor Relations, Kite Realty Group Trust, 30 S. Meridian Street, Suite 1100, Indianapolis, Indiana 46204. Copies of the documents filed by Inland Diversified with the SEC will be available free of charge on Inland Diversified’s website at www.inlanddiversified.com. Kite and Inland Diversified and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Kite’s executive officers and directors in Kite’s definitive proxy statement filed with the SEC on April 8, 2014. You can find information about Inland Diversified’s executive officers and directors in Inland Diversified’s definitive proxy statement filed with the SEC on April 16, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents from Kite or Inland Diversified using the sources indicated above. This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. 10