8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: December 14, 2006
(Date of earliest event reported)

Inland Western Retail Real Estate Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-51199	42-1579325
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer I.D. No.)
2901 Butterfield Road Oak Brook, Illinois 60523
(Address of Principal Executive Offices)
(630) 218-8000
(Registrant’s telephone number including area code)
Not Applicable
(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

EXPLANATORY NOTE

This Amendment No. 1 to the Current Report on Form 8-K of Inland Western Retail Real Estate Trust, Inc. (the “Company” or “we”), originally filed on December 14, 2006, is being filed to attach an updated amended and restated Share Repurchase Program as Exhibit 99.1.

Section 3 — Securities and Trading Markets

Item 3.03Material Modification to Rights of Security Holders.

Today we announced that we have amended and restated in its entirety our Share Repurchase Program (the “SRP”) effective as of February 1, 2007. The amended and restated SRP affects our shares of common stock, par value $0.001 per share. Under the SRP, shareholders may be able to sell their shares to us from time to time at a fixed purchase price as set forth in the amended and restated SRP. Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the amended and restated SRP, which is hereby incorporated into this filing in its entirety.

Attached to this Current Report on Form 8-K as Exhibit 99.2 is a copy of an email distribution to be provided to the Inland Securities Corporation sales network and broker/dealer firms by the Company in connection with the amended and restated SRP described above, which email distribution is incorporated into this filing in its entirety.

Attached to this Current Report on Form 8-K as Exhibit 99.3 is a copy of the SRP Request Form referenced in the email distribution, which SRP Form is incorporated into this filing in its entirety.

Section 9 — Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits.

(d)

Exhibit Number	Description
99.1	Amended and Restated Share Repurchase Program of Inland Western Retail Real Estate Trust, Inc.
99.2	Informational E-Mail Broadcast to the Inland Securities Corporation Sales Network and Broker/Dealer Firms
99.3	SRP Request Form

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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 WESTERN RETAIL REAL ESTATE TRUST, INC.
By:	/s/ Steven P. Grimes
Name:	Steven P. Grimes
Title:	Principal Financial Officer
Date:	December 15, 2006

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Amended and Restated Share Repurchase Program of Inland Western Retail Real Estate Trust, Inc.
99.2	Informational E-Mail Broadcast to the Inland Securities Corporation Sales Network and Broker/Dealer Firms
99.3	SRP Request Form

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EX-99.1

EXHIBIT 99.1

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

AMENDED AND RESTATED SHARE REPURCHASE PROGRAM

The Board of Directors (the “Board”) of Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the “Company”), has adopted and elected to implement a share repurchase program (the “Original Program”) by which shares of the Company’s Common Stock (“Shares”) may be repurchased by the Company from shareholders subject to certain conditions and limitations. The Board of the Company has elected, pursuant to Section 6 of the Original Program, to amend and restate the Original Program in its entirety, as set forth below (as so amended and restated, the “Repurchase Program”). The effective date of the Original Plan was August 1, 2003, and the effective date of the Repurchase Program is February 1, 2007.

1.             REPURCHASE OF SHARES. The Company may, at its option, repurchase Shares presented to the Company for cash, subject to the limitations regarding availability of funds and the aggregate amount of Shares the Company is permitted to purchase under the Repurchase Program, and certain other conditions and restrictions established by this Repurchase Program. Any and all Shares the Company purchases under the Repurchase Program shall be canceled, and shall have the status of authorized but unissued Shares. Any and all Shares the Company acquires under the Repurchase Program shall not be reissued unless such Shares are first registered with the Securities and Exchange Commission under the Securities Act of 1933 and under appropriate state securities laws or otherwise issued in compliance with such laws.

2.             REPURCHASE PRICE. The repurchase price at which Shares may be sold back to the Company are as follows:

(a)           EFFECTIVE FEBRUARY 1, 2007. Effective February 1, 2007, if the Shares are beneficially held for one year from the acquisition date, the repurchase price shall be $9.75 per Share.

(b)           EFFECTIVE OCTOBER 1, 2007. Effective October 1, 2007, if the Shares are beneficially held for one year from the acquisition date, the repurchase price shall be $10.00 per Share.

3.             FUNDING OF REPURCHASE PROGRAM. The Company is permitted, for the purpose of repurchasing Shares, to use offering proceeds from public offerings of its Shares, as well as proceeds from its Distribution Reinvestment Program (“Reinvestment Program”) and other operating funds, if any, as the Board, in its sole discretion, may reserve for this purpose.

(a)           DISTRIBUTION REINVESTMENT PROGRAM. The full amount of the proceeds from the Reinvestment Program attributable to any month may be used by the Company to repurchase Shares presented during that month.

(b)           EXCESS AVAILABLE FUNDS. In the event that the proceeds from the Reinvestment Program plus the amount of available funds from a concurrent public offering, if any, exceed the amount needed to repurchase the Shares for which repurchase requests have been submitted in a particular calendar month, the Company may in its sole discretion (but shall not be obligated to) carryover such excess amount to the subsequent calendar month(s) for use in addition to the amount of proceeds available from the Reinvestment Program and available funds from a concurrent public offering, if any, otherwise available for repurchases during that subsequent month(s).

(c)           INSUFFICIENT AVAILABLE FUNDS. In the event that the proceeds from the Reinvestment Program plus the amount of available funds from a concurrent offering, if any, are insufficient in amount to repurchase all of the Shares for which repurchase requests have been submitted in a particular month, including Shares which the Company was unable to purchase in preceding months (or in the event honoring all repurchase requests would violate the Aggregate Number of Shares Limit described in Section 4(b) below), the Company shall repurchase only those Shares for which it has available funds (and which would not violate the Aggregate Number of Shares Limit), on a pro rata basis for that calendar month. A shareholder whose Shares are not repurchased due to insufficient proceeds or because of the Aggregate Number of Shares Limit in that month will have his or her request included in the next succeeding month. As provided for in Section 4(f) below, a shareholder whose Shares are not repurchased may withdraw his or her request for repurchase by notifying the Company in writing before the last business day of the month. The Company cannot guarantee that it will be able to repurchase all Shares for which a repurchase request is received.

(d)           PERCENTAGE LIMITATION. To the extent the Company has funds available from sources described in subparagraphs 3(a), 3(b) and 3(c) above, the Company may effect repurchases of Shares; provided, however, at no time during any consecutive 12-month period may the number of Shares repurchased by the Company under this Repurchase Program exceed five percent (5%) of the number of Shares outstanding at the beginning of such 12-month period.

(e)           TIME OF REPURCHASE. The Company shall effect all repurchases under the Repurchase Program no later than the last business day of the calendar month. Following such repurchases, the Company shall send to the subject shareholder the cash proceeds of such repurchase.

(f)            INEFFECTIVE WITHDRAWAL. In the event the Company receives a written notice of withdrawal, as described in Section 4(f) below, after the Company has effected the subject repurchase, that notice of withdrawal shall not be effective with respect to the subject Shares repurchased, but shall be effective with respect to any of that shareholder’s Shares not repurchased. The Company shall give the shareholder prompt written notice of the ineffectiveness or partial ineffectiveness of that shareholder’s notice of withdrawal.

4.             SHAREHOLDER REQUIREMENTS. Any shareholder may elect to participate in the Repurchase Program with respect to all or a designated portion of the shareholder’s Shares, subject to the following conditions and limitations:

(a)           HOLDING PERIOD. Only Shares that have been held by the presenting shareholder for more than one (1) year are eligible for repurchase by the Company. If a shareholder dies during the one year holding period, the Board, in its sole discretion, may waive the holding period for the shareholder’s beneficiaries or heirs, as appropriate.

(b)           AGGREGATE NUMBER OF SHARES LIMIT. Subject to sufficient funds being available, the number of Shares repurchased during any calendar year shall not exceed five percent (5.0%) of the weighted average number of Shares outstanding during the prior calendar year. Fractional shares may not be presented for repurchase.

(c)           WRITTEN REQUESTS. A shareholder may request that the Company repurchase the shareholder’s Shares by submitting a Share Repurchase Program Request (the “Form”) to: Registrar and Transfer Company, Attn: Share Repurchase Department, P.O. Box 1727, 10 Commerce

Drive, Cranford, NJ 07015. The Form must state the name of the person/entity who owns the Shares and the number of Shares to be repurchased. Form requests shall be accepted subject to the limitations set forth in the Repurchase Program. The Form must be properly executed, and any outstanding certificates of ownership must be properly endorsed and presented to the Repurchase Agent.

(d)           INSUFFICIENT AVAILABLE FUNDS; SHARE REPURCHASE LIMITATION. It is possible that a shareholder may not have his or her entire written request honored due to insufficient funds available for the Repurchase Program or due to the share repurchase limit set forth above in Section 4(b). If the Company does not have sufficient funds available for repurchase of the entire request or cannot repurchase Shares because of the Section 4(b) limitation, the Company will purchase only those Shares which do not exceed these limits; and prorate its purchases from the aggregate requests from all of the requesting shareholders as a group. The Company will then place each request from requesting shareholders who do not have their entire request honored into the next month until funds become available sufficient to complete the transaction. Unfulfilled requests for repurchase from previous months shall be aggregated with new requests for repurchase that the Company receives during the current month; no request shall be given preference over any other request. If there are no funds available for the Repurchase Program when a repurchase is requested, or if the Company cannot repurchase Shares because of the Section 4(b) limitation, the shareholder may withdraw his or her written request, or ask that the Company honor the request when funds become available or the Section 4(b) limitation does not apply.

(e)           NO ENCUMBRANCES. All Shares presented for repurchase must be owned by the shareholder(s) making the presentment, or the party presenting the Shares must be authorized to do so by the owner(s) of the Shares. All such Shares must be fully transferable and not be subject to any liens or other encumbrances. The repurchase will occur on a pro rata basis assuming all documentation is complete.

(f)            WITHDRAWAL OF WRITTEN REQUEST. In the event a shareholder wishes to withdraw his or her written request to have the Shares repurchased, the shareholder must notify the Repurchase Agent in writing. The Company will not repurchase that shareholder’s Shares so long as the Repurchase Agent receives the written request to withdraw prior to the time payment is sent to the applicable shareholder.

(g)           DEADLINE FOR PRESENTMENT. The Company will repurchase Shares no later than the last business day of each calendar month. The Repurchase Agent must receive a shareholder’s written notice that the Company repurchase his or her Shares prior to the time that the Company determines to effect the Share repurchase.

5.             TERMINATION OF REPURCHASE PROGRAM. This Repurchase Program shall terminate or be suspended, as the case may be, and the Company shall not accept Shares for repurchase upon the occurrence of any of the following:

(a)           In the event the Shares are listed on any national securities exchange, or are subject of bona fide quotes on any inter-dealer quotation system or electronic communications network, or are subject of bona fide quotes in the pink sheets; or

(b)           In the event the Board determines it to be in the best interest of the Company to suspend or terminate the Repurchase Program.

6.             AMENDMENT. This Repurchase Program may be amended in whole or in part by the Board, in its sole discretion, at any time or from time to time.

7.             MISCELLANEOUS.

(a)           NOTICE. If the event the Company terminates, revises or otherwise changes the Repurchase Program, the Company will send a written notice to shareholders informing them of the such termination or change with at least thirty days advance written notice, and the Company will disclose the changes in quarterly reports filed with the Securities and Exchange Commission on Form 10-Q or in the next annual report filed on Form 10-K.

(b)           LIABILITY. Neither the Company nor the Repurchase Agent (as defined below) shall have any liability to any shareholder for the value of the shareholder’s Shares, the repurchase price of the shareholder’s Shares, or for any damages resulting from the shareholder’s presentation of his or her Shares or the repurchase of the Shares under this Repurchase Program or for the Company’s determination not to repurchase Shares under the Repurchase Program, except as result from the Company’s or the Repurchase Agent’s gross negligence, recklessness, or violation of applicable law; provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights or claims a shareholder may have under federal or state securities laws.

(c)           TAXES. Shareholders shall have complete and sole responsibility for payment of all taxes, assessments, and other applicable obligations resulting from the Company’s repurchase of Shares and the Company shall have no such responsibility or liability.

(d)           REPURCHASE AGENT. The Company shall have the full and absolute authority and responsibility to appoint a Repurchase Agent, as the Company’s agent under the Repurchase Program, to effect all purchases of Shares and to disburse funds to the respective shareholders upon the Company’s purchase of the subject Shares. The Company hereby appoints Registrar and Transfer Company as the Repurchase Agent.

(e)           ADMINISTRATION AND COSTS. The Repurchase Agent shall perform all recordkeeping and other administrative functions involved in operating and maintaining the Repurchase Program and shall charge the shareholder a $50.00 fee to process the transaction. The Company shall bear all costs involved in organizing, administering and maintaining the Repurchase Program.

EX-99.2

EXHIBIT 99.2

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Inland Western - Share Repurchase Program Change

On December 14, 2006, Inland Western Retail Real Estate Trust, Inc. announced a modification to the Share Repurchase Program (“SRP”). Complete details can be read here in the 8K as filed with the SEC.

Under the SRP, shareholders may now be able to sell their shares to us at a fixed price as follows:

·Effective February 1, 2007, the repurchase price for all shares will be $9.75 for any stockholder that has been a beneficial owner for at least one year.

·Effective October 1, 2007, the repurchase price for all shares will be $10.00 for any stockholder that has been a beneficial owner for at least one year.

To request a repurchase, stockholders must complete the attached Share Repurchase Program Request form and mail it with a $50 check, payable to Registrar and Transfer Company, to:

Registrar and Transfer Company
Attn: Share Repurchase Department
P.O. Box 1727
10 Commerce Drive
Cranford, NJ 07015
Phone:            (866) 734-7010

This information will be provided to stockholders in the January 10, 2007 distribution letter.

For further information, please contact your Inland regional sales team or Inland Customer Relations at:

Inland Regional Sales:	East	888-820-3974
	Midwest	800-323-6122
	North	866-833-5255
	West	866-624-2603
Inland Customer Relations:	800-826-8228	8:15 am — 5:00 pm Central Time

For Broker/Dealer Use Only. Dissemination to prospective investors prohibited. This is neither an offer to sell nor a solicitation of an offer to buy any security, which can be made only by the prospectus which has been filed or registered with appropriate state and federal regulatory agencies and sold only by broker/dealers authorized to do so.

The Inland name and logo are registered trademarks being used under license.

This material has been prepared by Inland Securities Corporation, dealer manager for Inland Western Retail Real Estate Trust, Inc. Inland Securities Corporation is a member of the National Association of Securities Dealers, Inc.

If you wish to unsubscribe, please REPLY to this message with UNSUBSCRIBE as the subject line.

EX-99.3

EXHIBIT 99.3

SHARE REPURCHASE PROGRAM REQUEST

Complete the information below and submit to Registrar and Transfer Company with a check for $50.00 payable to Registrar and Transfer Company.

FOR                                         VALUE                                               RECEIVED,                                                I,

(Print the exact name of the current investment owner)

do hereby sell, assign, convey and transfer unto Inland Western Retail Real Estate Trust, Inc. Share Repurchase Program

	Shares	Type of Shares Liquidating:   o	DRP (Plan)   o	Book   o
Certificate		(Check all that apply)
(Print the exact number of shares to be liquidated or the word “ALL” if you wish to liquidate your entire position)

of the common stock of Inland Western Retail Real Estate Trust, Inc. (“the Company”), standing in such name on the books of the Company, represented by Certificate Number(s):                                                                                   

List certificate number(s) as applicable — The certificate number is located on the upper left corner of the certificate. If you are unable to locate your certificate(s), write in the word “Lost”. If the stock certificate(s) was issued before April 10, 2006, there will be no costs to replace the lost certificate(s). If the lost certificate(s) was issued on or after April 10, 2006, please contact Registrar and Transfer Company at (800) 960-6552, for an Affidavit of Loss and to purchase a replacement bond.

and do hereby irrevocably constitute and appoint the Company as attorney to transfer the said shares on the books and records of the Company with full power as substitution in the premises.

The Assignor has, concurrently with the delivery of this Assignment surrendered to the Company the original certificate for the shares which are subject of the Assignment, OR if Assignor has not surrendered the original certificate to the Company, Assignor represents and warrants to the Company that Assignor has either lost or misplaced said certificate, and Assignor has not sold, transferred or encumbered the Shares which are represented by the certificate and which are the subject of this assignment, or delivered the certificate to any other person or entity, for any reason whatsoever, and Assignor further agrees to indemnify the Company against any claim from any person or entity claiming to have an interest in said Shares, Whether by reason of possessing the certificate therefore or otherwise. Assignor further agrees to deliver the certificate to the Company if and when Assignor finds the certificate.

Dated the         day of                          ,                  R&T Account Number:                                                

	Medallion Signature Guarantee
Signature: Registered Owner/Custodian/Trustee
Signature: Co-Owner/Co-Trustee, If Applicable
Mail Completed Form along with a $50 Check payable to Registrar and Transfer Company to:
Registrar and Transfer Company Attn: Share Repurchase Department P.O. Box 1727 10 Commerce Drive Cranford, NJ 07015 Phone: (866) 734-7010	You must have your signature(s) Medallion Guaranteed by an eligible institution such as a commercial bank, trust company, credit union or brokerage firm that participates in an approved Medallion Program. Please note that a notarization is not acceptable.

Failure to submit or properly complete this form with the applicable $50 fee may result in its return and all related documents, including certificate(s), to the presenter. NOTICE: Share Repurchase Requests will not be processed between the 30th of the month and the 10th of the following month.

The shares represented by the certificate(s) are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose of the Company’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Company’s Articles of Amendment and Restatement of Charter (as the same may be amended and/or restated from time to time)(the “Charter”): (i) no Person may Beneficially or Constructively Own shares of the Company’s Common Stock in excess of 9.8 percent (in value or number of shares) of the outstanding shares of Common Stock of the Company unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own shares of Equity Stock of the Company in excess of 9.8 percent of the value of the total outstanding shares of Equity Stock of the Company, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially or Constructively Own Equity Stock that would result in the Company being “closely held” under Section 856(h) of the Code or otherwise cause the Company to fail to qualify as a real estate investment trust; and (iv) no Person may Transfer shares of Equity Stock if such Transfer would result in the Equity Stock of the Company being owned by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own shares of Equity Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Equity Stock in excess or in violation of the above restrictions and limitations must immediately notify the Company. If any of the restrictions and limitations on transfer or ownership are violated, then the shares of Equity Stock represented hereby will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All initially capitalized terms used but not defined in this legend shall have the meanings given to them in the Charter, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Equity Stock of the Company upon request and without charge. Reference is hereby made to the Company’s Charter for the complete terms, provisions and restrictions relating to any and all restrictions and limitation on the transfer and ownership of shares of Equity Stock. In the event of any conflict or discrepancy between the terms, provisions, limitations and restrictions contained in this certificate and the terms, provisions, limitations and restrictions contained in the Charter, the terms, provisions, limitations and restrictions contained in the Charter shall, in all incidents, govern, control and prevail.