Exhibit 4.1
INLAND AMERICAN REAL ESTATE
TRUST, INC.
DISTRIBUTION REINVESTMENT PLAN
Inland American Real Estate Trust,
Inc. (“Inland American” or the “Company”),
as a service to its stockholders, hereby offers participation in
its Distribution Reinvestment Plan (the “Plan”).
The Plan is designed to provide participants with a simple,
convenient and economical way to purchase shares of the
Company’s common stock. Stockholders who choose not to
participate in the Plan will receive cash distributions, as
declared and paid by the Company.
To aid in your understanding of the
question-and-answer statements set forth below, you may find the
following basic definitions useful:
“ Shares registered in your
name ” means shares of the Company’s common stock
for which you are the owner of record. If you own shares of
the Company’s common stock but are not the owner of record
for those shares, it is likely that the shares you own are
registered in the name of another (e.g., in the name of a bank or
trustee holding shares of common stock on your behalf) and are held
for you by the registered owner in an account in your
name.
“ Shares enrolled in the
Plan ” means shares registered in your name that you have
chosen to enroll in the Plan. Distributions on all shares
enrolled in the Plan are automatically reinvested in additional
shares of the Company’s common stock. You do not have
to enroll all of your shares of common stock in the
Plan.
“ Shares held in the
Plan ” or “ Plan Shares ” are shares
of the Company’s common stock purchased by your reinvested
distributions. Shares held in the Plan are registered in the
name of the Administrator, or its nominee, but are credited to your
individual Plan Account maintained by the Administrator.
Distributions on all shares held in the Plan are automatically
reinvested in additional shares of the Company’s common
stock.
The following question-and-answer
statements define the Company’s Distribution Reinvestment
Plan, effective as of August 31, 2005.
Purpose
1.
What is the purpose of the
Plan?
The purpose of the Plan is to
provide eligible stockholders (see Question 5) with a simple,
convenient and economical way to invest cash distributions in
additional shares of the Company’s common stock. The
Plan is intended to be used by you as a vehicle for long-term
investment in the Company’s common stock and for building
your holdings in the Company’s common stock.
Maximum Ownership of
Shares . To
maintain our qualification as a REIT, no more than 50% of our
outstanding shares of common stock may be owned directly or
indirectly by five or fewer individuals at any time during July
through December of each year. To ensure that we meet this
test, our articles of incorporation provide that no person may own
more than 9.8% of
our issued and outstanding common
stock. Therefore, to the extent that any purchase of shares
of common stock under the Plan would cause you to own in excess of
9.8% of our issued and outstanding common stock, you may not
reinvest your distributions to purchase additional shares of common
stock.
Investment Options
2.
What investment options are
available to participants in the Plan?
The Plan provides two options for
purchasing additional shares of common stock. Cash
distributions on all shares held in the Plan for you are
automatically reinvested to purchase additional shares of common
stock regardless of which investment option is selected:
Full Distribution Reinvestment
Option . You may
have cash distributions on all of your shares of common stock
automatically reinvested; or
Partial Distribution Reinvestment
Option . You may
reinvest distributions on a portion of the shares of common stock
you own and continue to receive cash distributions on the other
shares registered in your name. You can take advantage of
this option by enrolling in the Plan only those shares for which
you wish to reinvest distributions.
Benefits and
Disadvantages
3.
What are the benefits and
disadvantages of the Plan?
Benefits
. Before deciding whether to
participate, you should consider the following benefits of the
Plan:
·
You may purchase additional shares
of the Company’s common stock by automatically reinvesting
cash distributions on all, or less than all, of the shares
registered in your name. You will continue to receive cash
distributions for those shares of common stock that you choose not
to enroll in the Plan.
·
No commissions, brokerage fees or
service charges will be paid by you in connection with purchases
under the Plan.
·
Your funds will be fully invested
because the Plan permits fractions of shares of common stock to be
credited to your account. Distributions on such fractions, as
well as on whole shares, will be reinvested in additional shares of
common stock and credited to your account.
·
You may direct the Administrator to
transfer, at any time and at no cost to you, all or a portion of
your shares held in the Plan to a new or existing Plan Account for
another person.
·
Regular statements from the
Administrator reflecting all current activity in your account,
including purchases, sales and latest balance, will simplify your
recordkeeping.
2
Disadvantages
. Before deciding whether to
participate, you should consider the following disadvantages of the
Plan:
·
You will be treated for federal
income tax purposes as receiving a distribution equal to the fair
market value of the shares of common stock credited to your Plan
Account as a result of the reinvestment of cash
distributions. This distribution will be taxable to the
extent of our earnings and profits. Accordingly, you may have
a tax liability without a corresponding distribution of cash with
which to pay the liability when it comes due.
·
You may not know the actual number
of shares of common stock credited to your Plan Account until after
the applicable Distribution Payment Date, as defined in Question
15.
·
Transfers or withdrawal of common
stock held in your Plan Account may take up to five business days
to process.
·
You may incur brokerage commissions,
fees and income taxes, as described in Question 23.
·
You may not pledge shares of common
stock deposited in your Plan Account unless you withdraw the shares
from the Plan.
·
We may amend, suspend, modify or
terminate the Plan at any time, without prior notice to, or the
prior consent of, participants in the Plan.
Administration
4.
Who administers the Plan for
participants?
Registrar and Transfer Company (the
“Administrator”) administers the Plan, keeps records,
sends statements of account to each participant, and performs other
duties related to the Plan. Shares purchased under the Plan
will be registered in the name of the Administrator, or its
nominee, and the Administrator will maintain an individual account
for you to record your interests in the Plan.
The Company, in conjunction with the
Administrator, may adopt rules and regulations to facilitate the
administration of the Plan. The Company reserves the right to
interpret the provisions of the Plan, and any rules and regulations
adopted in accordance therewith, in its sole discretion. The
determination of any matter with respect to the Plan made by the
Company in good faith shall be final and conclusive and binding on
the Administrator and all participants in the Plan. The
Administrator currently acts as distribution disbursing and
transfer agent and registrar for the Company’s common stock
and may have other business relationships with the Company from
time to time.
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The Administrator may be reached as
shown below:
INFORMATION ABOUT THE
PLAN
For answers to questions regarding
the Plan
and to request Plan forms, please contact:
Registrar and Transfer
Company
Investor Relations Department
(800) 368-5948
email: info@rtco.com
website:
http://www.rtco.com
From outside the continental United
States,
call (908) 497-2300
Send enrollment forms or
termination requests to:
Registrar and Transfer
Company
Distribution Reinvestment Department
P.O. Box 664
Cranford, New Jersey
07016
Please include your account number
or Social Security
number on all correspondence. Also, please include a telephone
number where you can be reached during business hours.
Eligibility and
Enrollment
5.
Who is eligible to
participate?
If you are a stockholder in the
Company and have shares registered in your name, you are eligible
to participate in the Plan. If your shares of common stock
are registered in a name other than your own (e.g., in the name of
a bank or trustee holding shares of common stock on your behalf)
and you want to participate in the Plan, you should consult
directly with the entity holding your shares to determine if they
can enroll in the Plan. If not, you should become the owner
of record by having your shares of common stock registered directly
in your own name. You will not be eligible to participate in
the Plan, however, if you reside in a jurisdiction in which it is
unlawful or unduly burdensome for the Company or the Administrator
to let you participate.
The Company reserves the right to
reject the enrollment of any participant who has abused the Plan
through excessive sales, terminations and enrollments, or otherwise
(see Questions 1 and 29).
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6.
When may an eligible person
join the Plan?
If you are eligible to participate
as described in Question 5 and have been furnished a copy of the
Company’s Prospectus, you may join the Plan at any
time. Your enrollment will become effective as described
below in Question 11.
7.
How does an eligible person
join the Plan?
You may join the Plan by signing an
Enrollment Form and returning it to the Administrator. In the
event you wish to enroll shares of common stock that are registered
in more than one name (i.e., joint tenants, trustees, etc.), all
registered stockholders must sign the Enrollment Form. You
may obtain an Enrollment Form at any time by calling the telephone
number for the Administrator set forth in Question 4.
8.
Is partial participation
possible under the Plan?
Yes. You may elect to enroll
in the Plan all, or less than all, of the shares registered in your
name. However, distributions on all Plan Shares will be
reinvested so long as those shares of common stock are held in the
Plan.
9.
For what reinvestment options
does the Enrollment Form provide?
The Enrollment Form authorizes the
Administrator to invest in accordance with the Plan all cash
distributions paid on your shares then or subsequently enrolled in
the Plan. Cash distributions paid on your shares of common
stock held by the Administrator in your Plan Account will be
reinvested in accordance with the Plan. The Enrollment Form
also provides for the partial enrollment in the Plan of your shares
of common stock. If you do not wish all of the shares of
common stock held in your name to be enrolled in the Plan, you may
designate the number of shares of common stock you do wish
enrolled.
10.
How may a participant change
options under the Plan?
As a participant, you may change
your reinvestment options at any time by requesting a new
Enrollment Form and returning it to the Administrator at the
address set forth in Question 4. Any change in reinvestment
option must be received by the Administrator not later than the
Record Date for the next Distribution Payment Date in order to make
a change with respect to that distribution payment (see also
Questions 11, 13 and 15).
11.
When does enrollment in the
Plan become effective?
Your signed Enrollment Form will be
processed as quickly as practicable after its receipt by the
Administrator. Reinvestment of cash distributions on your
shares enrolled in the Plan will take place as follows:
·
If your signed Enrollment Form is
received by the Administrator on or prior to the Record Date for a
Distribution Payment Date, reinvestment of distributions on your
enrolled shares of common stock will begin with that Distribution
Payment Date.
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·
If your signed Enrollment Form is
received by the Administrator after the Record Date for a
Distribution Payment Date, that distribution payment will be made
in cash and reinvestment of distributions on your enrolled shares
of common stock will begin with the next following Distribution
Payment Date.
For a discussion of Record Dates and
Distribution Payment Dates, see Questions 13 and 15.
Costs
12.
Are there any costs to
participants in the Plan?
All costs to administer the Plan are
paid by the Company, except that you may incur brokerage
commissions, fees and income taxes as a result of your
participation in the Plan (see Question 23).
Purchases
13.
When are the Record Dates and
Distribution Payment Dates for the Company’s
distributions?
You should not assume that the
Company will pay distributions or pay them in any particular amount
or on any particular date. For a given distribution, the
Company will announce the Distribution Payment Date and
corresponding Record Date at le
