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InvenTrust Properties Corp. Major Shareholding Notification 2009

Sep 18, 2009

31599_mrq_2009-09-18_70da3e97-a4f5-4e82-92c2-d4d3d9046931.zip

Major Shareholding Notification

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SC 13D/A 1 a09-26884_1sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and

Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Under the Securities Exchange Act of 1934 (Amendment No. 6)*

RAMCO-GERSHENSON PROPERTIES TRUST

(Name of Issuer)

COMMON SHARES OF BENEFICIAL INTEREST

(Title of Class of Securities)

751452202

(CUSIP Number)

Lori J. Foust

Treasurer

Inland American Real Estate Trust, Inc.

2901 Butterfield Road

Oak Brook, Illinois 60523

(630 218-8000)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 16, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box: o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

  • The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 751452202 — 1) Names of Reporting Persons Inland American Real Estate Trust, Inc.
2) Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) o
(b) x
3) SEC Use Only
4) Source of Funds: WC, OO
5) Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6) Place of Organization: Maryland Address of Principal Office:
2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power: 0
8) Shared Voting Power: 1,277,724(1)
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 1,277,724(1)
11) Aggregate Amount
Beneficially Owned by Each Reporting Person: 1,277,724(1)
12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares: o
13) Percent of Class
Represented by Amount in Row (11): 4.2%(2)
14) Type of Reporting Person: CO

(1) The number of shares reported as beneficially owned is as of September 16, 2009.

(2) The percentage is calculated based on a total of 30,785,476 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of September 16, 2009.

2

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CUSIP No. 751452202 — 1) Names of Reporting Persons Inland Investment Advisors, Inc.
2) Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) o
(b) x
3) SEC Use Only
4) Source of Funds: OO
5) Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) o
6) Place of Organization: Illinois Address of Principal Office:
2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power: 0
8) Shared Voting Power: 1,363,274(1)
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 1,363,274(1)
11) Aggregate Amount
Beneficially Owned by Each Reporting Person: 1,363,274(1)
12) Check if the Aggregate
Amount in Row (11) Excludes Certain Shares: o
13) Percent of Class
Represented by Amount in Row (11): 4.4%(2)
14) Type of Reporting Person: IA, CO

(1) The number of shares reported as beneficially owned is as of September 16, 2009. Includes shares beneficially owned by Inland Investment Advisors, Inc. through its management of the discretionary accounts of its clients.

(2) The percentage is calculated based on a total of 30,785,476 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of September 16, 2009.

3

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CUSIP No. 751452202 — 1) Names of Reporting Persons Inland Real Estate Investment Corporation
2) Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) o
(b) x
3) SEC Use Only
4) Source of Funds: OO
5) Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6) Place of Organization: Delaware Address of Principal Office:
2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power: 0
8) Shared Voting Power: 1,363,274(1)
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 1,363,274(1)
11) Aggregate Amount
Beneficially Owned by Each Reporting Person: 1,363,274(1)
12) Check if the Aggregate
Amount in Row (11) Excludes Certain Shares: o
13) Percent of Class
Represented by Amount in Row (11): 4.4%(2)
14) Type of Reporting Person: HC, CO

(1) The number of shares reported as beneficially owned is as of September 16, 2009. Includes shares beneficially owned by Inland Investment Advisors, Inc., a wholly owned subsidiary of Inland Real Estate Investment Corp., through its management of the discretionary accounts of its clients.

(2) The percentage is calculated based on a total of 30,785,476 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of September 16, 2009.

4

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CUSIP No. 751452202 — 1) Names of Reporting Persons The Inland Group, Inc.
2) Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) o
(b) x
3) SEC Use Only
4) Source of Funds: OO
5) Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6) Place of Organization: Delaware Address of Principal Office:
2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power: 0
8) Shared Voting Power: 1,363,274(1)
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 1,363,274(1)
11) Aggregate Amount
Beneficially Owned by Each Reporting Person: 1,363,274(1)
12) Check if the Aggregate
Amount in Row (11) Excludes Certain Shares: o
13) Percent of Class
Represented by Amount in Row (11): 4.4%(2)
14) Type of Reporting Person: HC, CO

(1) The number of shares reported as beneficially owned is as of September 16, 2009. Includes shares beneficially owned by Inland Investment Advisors, Inc., an indirect wholly owned subsidiary of The Inland Group, Inc., through its management of the discretionary accounts of its clients.

(2) The percentage is calculated based on a total of 30,785,476 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of September 16, 2009.

5

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CUSIP No. 751452202 — 1) Names of Reporting Persons Inland Western Retail Real Estate Trust, Inc.
2) Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) o
(b) x
3) SEC Use Only
4) Source of Funds: WC, OO
5) Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6) Place of Organization: Maryland Address of Principal Office:
2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power: 0
8) Shared Voting Power: 44,250(1)
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 44,250(1)
11) Aggregate Amount
Beneficially Owned by Each Reporting Person: 44,250(1)
12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares: o
13) Percent of Class
Represented by Amount in Row (11): 0.1%(2)
14) Type of Reporting Person: CO

(1) The number of shares reported as beneficially owned is as of September 16, 2009.

(2) The percentage is calculated based on a total of 30,785,476 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of September 16, 2009.

6

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CUSIP No. 751452202 — 1) Names of Reporting Persons Eagle Financial Corp.
2) Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) o
(b) x
3) SEC Use Only
4) Source of Funds: WC, OO
5) Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6) Place of Organization: Illinois Address of Principal Office:
2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power: 0
8) Shared Voting Power: 0(1)
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 0(1)
11) Aggregate Amount
Beneficially Owned by Each Reporting Person: 0(1)
12) Check if the Aggregate
Amount in Row (11) Excludes Certain Shares: o
13) Percent of Class
Represented by Amount in Row (11): 0%(2)
14) Type of Reporting Person: CO

(1) The number of shares reported as beneficially owned is as of September 16, 2009.

(2) The percentage is calculated based on a total of 30,785,476 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of September 16, 2009.

7

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CUSIP No. 751452202 — 1) Names of Reporting Persons The Inland Real Estate Transactions Group, Inc.
2) Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) o
(b) x
3) SEC Use Only
4) Source of Funds: WC, OO
5) Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6) Place of Organization: Illinois Address of Principal Office:
2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power: 0
8) Shared Voting Power: 0(1)
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 0(1)
11) Aggregate Amount
Beneficially Owned by Each Reporting Person: 0(1)
12) Check if the Aggregate
Amount in Row (11) Excludes Certain Shares: o
13) Percent of Class
Represented by Amount in Row (11): 0%(2)
14) Type of Reporting Person: HC, CO

(1) The number of shares reported as beneficially owned is as of September 16, 2009.

(2) The percentage is calculated based on a total of 30,785,476 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of September 16, 2009.

8

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CUSIP No. 751452202 — 1) Names of Reporting Persons Minto Builders (Florida), Inc.
2) Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) o
(b) x
3) SEC Use Only
4) Source of Funds: WC, OO
5) Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6) Place of Organization: Florida Address of Principal Office:
2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power: 0
8) Shared Voting Power: 48,000(1)
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 48,000(1)
11) Aggregate Amount
Beneficially Owned by Each Reporting Person: 48,000(1)
12) Check if the Aggregate
Amount in Row (11) Excludes Certain Shares: o
13) Percent of Class
Represented by Amount in Row (11): 0.2%(2)
14) Type of Reporting Person: CO

(1) The number of shares reported as beneficially owned is as of September 16, 2009.

(2) The percentage is calculated based on a total of 30,785,476 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of September 16, 2009.

9

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CUSIP No. 751452202 — 1) Names of Reporting Persons Daniel L. Goodwin
2) Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) o
(b) x
3) SEC Use Only
4) Source of Funds: OO
5) Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6) Citizenship: United States Address of Principal Office:
2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power: 0
8) Shared Voting Power: 1,363,274(1)
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 1,363,274(1)
11) Aggregate Amount
Beneficially Owned by Each Reporting Person: 1,363,274(1)
12) Check if the Aggregate
Amount in Row (11) Excludes Certain Shares: o
13) Percent of Class
Represented by Amount in Row (11): 4.4%(2)
14) Type of Reporting Person: HC, IN

(1) The number of shares reported as beneficially owned is as of September 16, 2009. Includes shares beneficially owned by Inland Investment Advisors, Inc., an indirect wholly owned subsidiary of The Inland Group, Inc., through its management of the discretionary accounts of its clients. Mr. Goodwin is the controlling shareholder of The Inland Group, Inc.

(2) The percentage is calculated based on a total of 30,785,476 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of September 16, 2009.

10

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CUSIP No. 751452202 — 1) Names of Reporting Persons Robert D. Parks
2) Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) o
(b) x
3) SEC Use Only
4) Source of Funds: OO
5) Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6) Citizenship: United States Address of Principal Office:
2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power: 0
8) Shared Voting Power: 3,400(1)
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 3,400(1)
11) Aggregate Amount
Beneficially Owned by Each Reporting Person: 3,400(1)
12) Check if the Aggregate
Amount in Row (11) Excludes Certain Shares: o
13) Percent of Class
Represented by Amount in Row (11): 0.0%(2)
14) Type of Reporting Person: IN

(1) The number of shares reported as beneficially owned is as of September 16, 2009.

(2) The percentage is calculated based on a total of 30,785,476 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of September 16, 2009.

11

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CUSIP No. 751452202 — 1) Names of Reporting Persons Robert H. Baum
2) Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) o
(b) x
3) SEC Use Only
4) Source of Funds: OO
5) Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6) Citizenship: United States Address of Principal Office:
2901 Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power: 0
8) Shared Voting Power: 3,000(1)
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 3,000(1)
11) Aggregate Amount
Beneficially Owned by Each Reporting Person: 3,000(1)
12) Check if the Aggregate
Amount in Row (11) Excludes Certain Shares: o
13) Percent of Class
Represented by Amount in Row (11): 0.0%(2)
14) Type of Reporting Person: IN

(1) The number of shares reported as beneficially owned is as of September 16, 2009.

(2) The percentage is calculated based on a total of 30,785,476 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of September 16, 2009.

12

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CUSIP No. 751452202

| This Amendment No. 6 to Schedule 13D (“ Amendment No. 6 ”) amends and supplements the schedule 13D filed by Inland American Real Estate Trust, Inc., Inland Investment Advisors, Inc., Inland Real Estate Investment Corporation, Inland Real Estate Corporation, The Inland Group, Inc., Inland Western Retail Real Estate Trust, Inc., Eagle Financial Corporation, The Inland Real Estate Transactions Group, Inc., Daniel L. Goodwin, Robert D. Parks and Robert H. Baum with the Securities and Exchange Commission (the “ SEC ”) on April 7, 2008 (the “ Initial Statement ” and together with Amendment No. 1 filed with the SEC on June 24, 2008, Amendment No. 2 filed with the SEC on July 18, 2008, Amendment No. 3 filed with the SEC on October 10, 2008, Amendment No. 4 filed with the SEC on June 10, 2009 and Amendment No. 5 filed with the SEC on September 1, 2009, the “ Schedule 13D ”), in connection with the issuance of Shares by the Company, which issuance has caused the Reporting Persons’ collective beneficial ownership to drop below five percent. Capitalized terms used in this Amendment No. 6 without being defined herein have the respective meanings given to them

in the Initial Statement, or a prior amendment, as applicable.
Item 2. Identity and Background.
Item 2 of the Schedule
13D is hereby amended and supplemented by the addition of the following
information: IREC has sold all the
Shares it beneficially owned and does not have a Section 13 reporting
obligation with respect to Shares of the Company; therefore, information
specific to IREC in Item 2 is hereby deleted. In addition, the last
paragraph of Item 2 of the Schedule 13D is hereby amended and restated in its
entirety as follows: Inland American,
Adviser, IREIC, TIGI, Inland Western, Eagle, TIRETG, MB REIT, Daniel L.
Goodwin, Robert D. Parks and Robert H. Baum, collectively are referred to
herein as the “Reporting Persons.”
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and
restated in its entirety as follows: (a) See
response corresponding to row 11 of the cover page of each Reporting Person
for the aggregate number of Shares beneficially owned by the Reporting
Persons, which is incorporated herein by reference. See response corresponding to row 13 of the
cover page of each Reporting Person for the percentage of Shares beneficially
owned by each of the Reporting Persons, which is incorporated herein by
reference. The Adviser makes decisions
as to dispositions of the Shares held in the discretionary accounts of the
Adviser Clients (as defined in Item 6) by means of a committee composed of
three of the directors of Adviser. No
one officer or director of any of the Reporting Persons, with the exception
of Mr. Goodwin, has the ability to direct the disposition of the Shares. (b) See
responses corresponding to rows seven through ten of the cover page of each
Reporting Person for the number of Shares as to which that Reporting Person
has sole power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or to direct the disposition, and
shared power to dispose or to direct the disposition, which responses are
incorporated herein by reference. The
Adviser shares the power to vote or direct the vote and the power of
disposition with each of the Adviser Clients with respect to the Shares in
their respective accounts. (c) Since August 31, 2009 (the date through which
transactions in Shares were reported in Amendment No. 5, the most recent
Schedule 13D filing by the Reporting Persons regarding the Issuer’s Shares),
Adviser has effected the following Share transaction for the account of
Inland American, via the New York Stock Exchange:
Date Type of Transaction No. of Shares Price Per Share
September 1,
2009 Sold -3,000 $ 10.61

13

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CUSIP No. 751452202

Since August 31, 2009 (the date through which transactions in Shares were reported in Amendment No. 5, the most recent Schedule 13D filing by the Reporting Persons regarding the Issuer’s Shares), Adviser has effected the following Share transaction for the account of Inland Western, via the New York Stock Exchange:

| Date | Type of Transaction | No. of Shares | Price Per Share | | --- | --- | --- | --- | | September 1, 2009 | Sold | -1,300 | $ 10.61 |

Since August 31, 2009 (the date through which transactions in Shares were reported in Amendment No. 5, the most recent Schedule 13D filing by the Reporting Persons regarding the Issuer’s Shares), Adviser has effected the following Share transaction for the account of MB REIT, via the New York Stock Exchange:

Date Type of Transaction No. of Shares Price Per Share
September 1, 2009 Sold -2,000 $ 10.61

Since August 31, 2009 (the date through which transactions in Shares were reported in Amendment No. 5, the most recent Schedule 13D filing by the Reporting Persons regarding the Issuer’s Shares), Adviser has effected the following Share transactions for the account of Eagle, each via the New York Stock Exchange:

Date Type of Transaction No. of Shares Price Per Share
September 3, 2009 Sold -8,100 $ 9.31
September 4, 2009 Sold -20,000 $ 9.63
September 8, 2009 Sold -12,400 $ 9.80

To the knowledge of Inland American, Adviser, IREIC, TIGI, Inland Western, Eagle, TIRETG and MB REIT, respectively, none of their executive officers and directors has effected any other transactions in Shares of the Company since the filing of Amendment No. 5.

(d) None.

(e) As of September 16, 2009, the Reporting Persons have ceased to be the beneficial owners, collectively, of more than five percent of the Company’s outstanding Shares.

Item 7.
Item 7 of the Schedule 13D is hereby amended and
supplemented by the addition of the following:
Exhibit Number Exhibit
7.10 Joint Filing Agreement

14

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CUSIP No. 751452202

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 17, 2009 INLAND AMERICAN REAL ESTATE TRUST, INC.
/s/ Brenda G. Gujral
Name: Brenda G. Gujral
Title: President
Dated: September 17, 2009 INLAND INVESTMENT ADVISORS, INC.
/s/ Roberta S. Matlin
Name: Roberta S.
Matlin
Title: President
Dated: September 17, 2009 INLAND REAL ESTATE INVESTMENT CORPORATION
/s/ Roberta S. Matlin
Name: Roberta S. Matlin
Title: Senior Vice President
Dated: September 17, 2009 THE INLAND GROUP, INC.
/s/ Daniel L. Goodwin
Name: Daniel L. Goodwin
Title: President
Dated: September 17, 2009 Inland Western Retail real
Estate Trust, Inc.
/s/ Steven P. Grimes
Name: Steven P. Grimes
Title: Chief Operating Officer, Chief Financial Officer and
Treasurer
Dated: September 17, 2009 Eagle Financial Corp.
/s/ Daniel L. Goodwin
Name: Daniel L. Goodwin
Title: President
Dated: September 17, 2009 The Inland Real Estate
Transactions Group, Inc.
/s/ Daniel L. Goodwin
Name: Daniel L. Goodwin
Title: President

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CUSIP No. 751452202

| Dated: September 17, 2009 | Minto Builders (Florida), Inc. | | | --- | --- | --- | | | | /s/ Roberta S. Matlin | | | Name: | Roberta S. Matlin | | | Title: | Vice President | | Dated: September 17, 2009 | Daniel L. Goodwin | | | | | /s/ Daniel L. Goodwin | | Dated: September 17, 2009 | Robert D. Parks | | | | | /s/ Robert D. Parks | | Dated: September 17, 2009 | Robert H. baum | | | | | /s/ Robert H. Baum |

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