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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: June 7, 2001
(Date of earliest event reported)
INLAND REAL ESTATE CORPORATION
(Exact name of registrant as specified in the charter)
Maryland 0-28382 36-3953261
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) 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)
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ITEM 5. OTHER EVENTS
Election of Directors and Officers
On June 7, 2001, the Company held its annual meeting of stockholders. At
the annual meeting, the stockholders elected Robert D. Parks, Roland W. Burris,
G. Joseph Cosenza, Daniel L. Goodwin, Joel G. Herter, Heidi N. Lawton and Joel
D. Simmons to serve as directors for an additional year. Ms. Lawton and Messrs.
Burris, Herter and Simmons comprise the independent directors. The stockholders
also ratified the appointment of KPMG, L.L.P. as the Company's independent
accountants for the fiscal year ending December 31, 2001.
Following the annual meeting, the board elected the following officers:
Name Position
---- --------
Robert D. Parks President and Chief Executive Officer
G. Joseph Cosenza Secretary
Mark E. Zalatoris Senior Vice President, Treasurer and
Chief Financial Officer
William Anderson Vice President - Acquisitions and Sales
D. Scott Carr President of Inland Commercial
Property Management, Inc.
Zalatoris Employment Agreement
On June 15, 2001, the Company entered into two agreements with Mark E.
Zalatoris, the Company's senior vice president, treasurer and chief financial
officer, a Supplemental Agreement and a revised employment agreement. Under the
Supplemental Agreement, the Company and Mr. Zalatoris agreed to, among other
things: (i) rescind an employment agreement entered into in December 2000
effective immediately; (ii) reinstate the terms of the employment agreement
entered into in July 2000 effective immediately; and (iii) enter into a revised
employment agreement to be effective July 1, 2001 (the terms of which are
described below and which is attached hereto as an exhibit).
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On July 1, 2001, the revised employment agreement (the "Revised Agreement")
will become effective. Under the Revised Agreement, which expires on December
31, 2004, the Company will pay Mr. Zalatoris the following base salaries:
- July 1, 2001 - December 31, 2001 (6 months): $ 90,000
- January 1, 2002 - December 31, 2002: $190,000
- January 1, 2003 - December 31, 2003: $210,000
- January 1, 2004 - December 31, 2004: $225,000
Mr. Zalatoris will also be paid a bonus of $10,000 for the six months
ending December 31, 2001. Thereafter, he will be eligible for a cash bonus, a
portion of which will be in the discretion of the Company's chief executive
officer, of up to 60% of his base salary, calculated annually based on the
growth in the Company's funds from operations ("FFO") compared to the median
growth rate in FFO published by the National Association of Real Estate
Investment Trusts ("NAREIT") for the entities comprising the "retail property
sector."
Mr. Zalatoris will also be entitled to 909.09 shares of the Company's
common stock on January 1, 2002. So long as Mr. Zalatoris' employment with the
Company has not been terminated for any reason, on December 31 of each remaining
year of the agreement, he will be entitled to additional compensation of up to
18,181.82 shares of the Company's common stock based again on the Company's
relative growth in FFO when compared to the NAREIT retail sector. As in the case
of the bonus compensation, a portion thereof will be issued at the discretion of
the Company's chief executive officer.
All of the shares issued to Mr. Zalatoris will be subject to vesting
requirements. Twenty percent (20%) of the shares will vest on each anniversary
of the date of issuance. If Mr. Zalatoris is terminated for "cause" as defined
in the agreement, or if he voluntarily terminates his employment, Mr. Zalatoris
will be required to forfeit all unvested shares. Unless forfeited, Mr. Zalatoris
may vote all shares and receive dividends on all shares including those which
have not vested.
If the Revised Agreement and Mr. Zalatoris' employment are terminated
following his death or disability, without cause or by Mr. Zalatoris for "good
reason," as defined in the agreement or following a "change of control," also
defined in the agreement, the Company will be required to make certain payments
to Mr. Zalatoris.
During the term of the Revised Agreement and for a period of one year
following the termination thereof, Mr. Zalatoris has agreed to certain
non-compete and non-solicitation provisions.
Except for the historical information contained herein, certain matters
discussed in this Form 8-K are forward-looking statements, the achievement of
which involve risks and uncertainties that are detailed from time to time in the
Company's reports filed with the Securities and Exchange Commission, including
the report on Form 10-K for the year ended December 31, 2000, filed with the
Securities and Exchange Commission on March 30, 2001 under the heading
"Investment Considerations." Without limitation, words such as "anticipates,"
"expects," "intends," "plans," and similar expressions are intended to identify
forward-looking statements.
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Exhibits
10.1 Employment Agreement, dated June 15, 2001, by and between the Company
and Mark E. Zalatoris.
10.2 Supplemental Agreement, effective as of June 15, 2001, by and between
the Company and Mark E. Zalatoris.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INLAND REAL ESTATE CORPORATION
Dated: June 21, 2001
By: /s/ Robert D. Parks
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Robert D. Parks,
Chairman of the Board, President and Chief Executive Officer
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