UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Date of report (Date of earliest event reported): April 21, 2004
INVESTORS REAL ESTATE TRUST
| North Dakota | 0-14851 | 45-0311232 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
12 South Main Street, Minot ND 58701
Registrant’s telephone number, including area code: (701) 837-4738
| N/A | ||
| (Former Name or Former Address, if Changed Since Last Report) |
Item 5. Other Events and Regulation FD Disclosure.
On April 21, 2004, Investors Real Estate Trust (“IRET”), entered into an underwriting agreement (the “Underwriting Agreement,” a copy of which is attached hereto as Exhibit 1.1) with D.A. Davidson & Co., as representative of the several underwriters named in Schedule I thereto (the “Underwriters”), pursuant to which it agreed to sell to the Underwriters an aggregate of 1,000,000 of its 8.25% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, no par value (the “Series A Preferred Shares”). IRET also granted the Underwriters an option to purchase up to 150,000 additional Series A Preferred Shares to cover over-allotments. The Underwriters have notified IRET that they will exercise the over-allotment option. IRET intends to contribute the proceeds from this offering of $27,671,875 (including the proceeds received from Series A Preferred Shares issued pursuant to the over-allotment option) after underwriting commissions of $0.9375 per share, less estimated expenses of $345,000, to its operating partnership, IRET PROPERTIES, a North Dakota Limited Partnership, to use for the acquisition, development, renovation, expansion or improvement of income-producing real estate properties. Closing of the offering of the Series A Preferred Shares pursuant to the Underwriting Agreement is subject to customary closing conditions.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K.
| Item No. |
Description |
|
1.1
|
Underwriting Agreement among Investors Real Estate Trust, D.A. Davidson & Co. and the several underwriters named in Schedule I thereto, dated April 21, 2004 (filed herewith). | |
3.1
|
Articles Supplementary to the Articles of Amendment and Third Restated Declaration of Trust of IRET classifying and designating IRET’s 8.25% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (incorporated herein by reference to Exhibit 3.2 of IRET’s Form 8-A, filed with the filed with the Securities and Exchange Commission on April 22, 2004). | |
4.1
|
Form of 8.25% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (incorporated herein by reference to Exhibit 4.1 of IRET’s Form 8-A, filed with the filed with the Securities and Exchange Commission on April 22, 2004). | |
5.1
|
Opinion of Pringle & Herigstad regarding the legality of the 8.25% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (filed herewith). | |
99.1
|
Press Release dated April 22, 2004 (filed herewith). |
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.
| INVESTORS REAL ESTATE TRUST | ||||||
Dated: April 22, 2004
|
/s/ Michael A. Bosh | |||||
| By: Michael A. Bosh | ||||||
| Its: Secretary and General Counsel |
Exhibit Index
| Item No. |
Description |
|
1.1
|
Underwriting Agreement among Investors Real Estate Trust, D.A. Davidson & Co. and the several underwriters named in Schedule I thereto, dated April 21, 2004 (filed herewith). | |
5.1
|
Opinion of Pringle & Herigstad regarding the legality of the 8.25% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest. | |
99.1
|
Press Release dated April 22, 2004. |