8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 26, 2009

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

(exact name of registrant as specified in charter)

Maryland (State or other jurisdiction of incorporation)	000-51199 (Commission File Number)	42-1579325 (IRS Employer Identification No.)
2901 Butterfield Road, Oak Brook, Illinois		60523
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (630) 218-8000

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 (see General Instruction A.2. below):

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

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

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

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

Item 7.01Regulation FD

Attached to this Form 8-K as Exhibit 99.1 is a copy of a letter to be sent by Inland Western Retail Real Estate Trust, Inc. (the “Company”) to its stockholders in connection with, among other things, the delivery of its 2009 first quarter report (the “Quarterly Report”), on or about June 26, 2009, which letter is incorporated in its entirety into this filing.  Attached to this Form 8-K as Exhibit 99.2 is a copy of a document entitled “Frequently Asked Questions” to be sent by the Company to its stockholders with the Quarterly Report, which document is incorporated in its entirety into this filing.

The information in this report, including Exhibits 99.1 and 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

The following Exhibit is included with this Report:

99.1Letter to stockholders of Inland Western Retail Real Estate Trust, Inc.

99.2Inland Western Retail Real Estate Trust, Inc. Frequently Asked Questions

The statements and certain other information contained in this report, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” “anticipate,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby.  These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.  Such risks and uncertainties could cause actual results to differ materially from those projected.  These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

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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, thereunto duly authorized.

	INLAND WESTERN RETAIL REALESTATE TRUST, INC.
	(Registrant)
	By:	/s/ Steven P. Grimes
		Steven P. Grimes
Date: June 26, 2009		Chief Operating Officer, ChiefFinancial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter to stockholders of Inland Western Retail Real Estate Trust, Inc.
99.2	Inland Western Retail Real Estate Trust, Inc. Frequently Asked Questions

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EX-99.1

Exhibit 99.1

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

2009 FIRST QUARTER REPORT

Dear Stockholder:

We believe that in order to address the economic issues that companies are facing today, a company must be extremely careful in how it allocates and maintains cash.  As Inland Western is faced with the challenges of refinancing our maturing debt of over $1 billion in 2009 and leasing our portfolio in a tough environment, we continue to recognize the need to conserve cash and have made some necessary changes in order to retain cash for use in these efforts while preserving shareholder capital.

To assist with our refinancing needs, we intend to utilize equity raised from planned asset sales, in addition to retained capital as a result of the suspension of the share repurchase program and the change in the distribution policy.  Specifically:

·The sale of  $164 million in real estate assets in 2009 to date has generated approximately $65 million in net proceeds

·The suspension of our Share Repurchase Program will result in an annual retention of approximately $225 million

·The change from a monthly to a quarterly distribution, as well as the reduction in the distribution rate for the first quarter of 2009, allowed us to retain approximately $31 million

While we face many challenges in the coming year, our debt is predominantly non-recourse and we have individual property loans averaging approximately $14 million per loan.  We believe that our lower individual loan amounts provide us with more lender options including smaller local and regional banks which still have the ability to lend in this challenging marketplace.  We believe that we have made significant strides this year and will continue our efforts to manage occupancy, refinance our maturing debt and generate solid cash flows.

Year-to-date, we have:

·Generated $51.6 million in cash flow from operations in the first quarter of 2009

·Paid $25.6 million in distributions in the first quarter of 2009

·Reported a cash position of $140.8 million as of 3/31/09, an increase from $121 million at 12/31/08

·Managed portfolio occupancy of 88% as of 3/31/09

·Leased in excess of 423,000 square feet of space, including releasing 4 former Linens ‘n Things and

3 former Mervyn’s locations

·Refinanced $98 million in maturing debt, executed applications on an additional $66 million, with another $487 million is in various stages of negotiation

A company slide presentation entitled Inland Western Quarterly Update March 31, 2009, as well as the enclosed Frequently Asked Questions, is available on our website at www.inlandwestern.com.

Thank you for your continued support and investment in Inland Western Retail Real Estate Trust, Inc.  If you have any questions regarding this report or your investment, please contact your financial advisor or Inland Western Investor Relations at 800.541.7661.

Sincerely,

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

Michael J. O’Hanlon

Chief Executive Officer and President

Statements and other information contained in this letter which can be identified by the use of forward-looking terminology such as “anticipate,” “may,” “will,” “expect,” “continue,” “remain,” “intend,” “aim,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby.  These statements should be considered as subject to the many risks and uncertainties that exist in Inland Western’s operations and business environment.  Such risks and uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, raw material availability and prices, global interest rates, currency exchange rates, labor relations and other risk factors.

EX-99.2

Exhibit 99.2

Inland Western Retail Real Estate Trust, Inc.

Frequently Asked Questions

As of March 31, 2009:

Total Assets	$7,446,888,000
Properties	304
Located in	38 states

Our primary focus is to manage Inland Western during these challenging times in order to ensure our long-term strength.  An astute management team intends to stay true to its business strategy, but plans for the future and adapts its objectives accordingly.  Inland Western has over $1 billion in debt coming due in 2009 and given the current recession with its capital constraints, businesses are competing for limited resources.  Although we believe we have strategically structured our existing debt in a manner beneficial to securing replacement financing for our upcoming maturities, the debt markets are extremely difficult.  For these reasons, cash conservation is of the utmost importance for our company.

Our executive management team and board of directors remain focused on the preservation of capital and long-term stockholder value.   We assure you that our careful and conservative business decisions always incorporate what we believe is best for our stockholders.

Given the current state of the economy, is my investment in Inland Western safe?

We are not without challenges in the coming year.  Our focus has shifted from rent growth to managing occupancy in our portfolio.  We believe that our properties remain a leading choice for tenants; however, we will continue to experience stress in our portfolio in the form of store closings, tenant evictions, collection issues and requests for rent relief.   We have over $1 billion of debt to refinance in 2009, and if the credit markets do not thaw, resulting in more lenders having available cash, we will be in competition with all the other companies looking to refinance debt.   For full details, our annual report may be found on our website, www.inlandwestern.com.  Although we cannot make any guarantees, we are committed to preservation of your capital.

What is the primary issue facing Inland Western?

The primary issue facing Inland Western is a need for cash, for two specific reasons:

Managing occupancy across the portfolio is critical as three former, large, national tenants, Mervyn’s, Linens ‘n Things and Circuit City have liquidated and are no longer paying rent.  Re-leasing these vacant spaces requires cash to fund property improvements for the new tenants.   We are encouraged that the extraordinary efforts of our property management team are starting to produce increased leasing activity.

We have approximately $1 billion in debt coming due this year.  Our debt is predominantly non-recourse and we have individual property loans averaging approximately $14 million per loan that must be refinanced.  Although we are leveraged at approximately 55% of our assets’ original cost, most lenders today are struggling with asset valuations and are requiring additional equity to be contributed to each asset in order to refinance the properties.

Inland Western Retail Real Estate Trust, Inc.  2901 Butterfield Road  Oak Brook, Illinois 60523  800.541.7661  www.inlandwestern.com

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Why did the ERISA value of my shares go from $10 to $8.50?

Qualified plans are required to report account values on an annual basis under the Employee Retirement Income Security Act (ERISA).  Solely for the purposes of ERISA, as of December 31, 2008, the board of directors estimated the ERISA value of shares of Inland Western at $8.50 per share, which reflects, among other things, the impact of recent adverse trends in the economy and the real estate industry.  The annual statement of estimated value is based on the estimated value of each share of common stock as of the close of our fiscal year.

As with all non-traded real estate investment trusts (“REITs”), there is no established public trading market for our shares of common stock and this estimated value may not reflect the actual market value of shares on any given date; and there can be no assurances that stockholders would receive $8.50 per share for their shares if any such market did exist, that the estimated value reflects the price or prices at which our common stock would or could trade if it were listed on a national stock exchange or included for quotation on a national system, or that stockholders will be able to receive such amount for their shares at any time in the future.

Why did you lower the distribution rate and move to a quarterly distribution?

The distribution rate was reduced and moved from a monthly to a quarterly distribution in order to conserve cash for the purpose of paying down debt and placing new tenants in currently vacant space.  Cash conservation is crucial to protecting our investment fundamentals.  Real estate investment trusts (REITs) are required to distribute no less than 90% of taxable income.  In 2008, 267% of our taxable income was distributed to stockholders.  By reducing the distribution payout level to 90% of our taxable income, an additional $200 million would have been available to assist with the refinancing of over $1 billion of debt in 2009, as well as other corporate matters.  The board believes that this is the prudent course of action to preserve stockholder capital and ensure long-term strength.

Quarterly distributions declared will be payable subsequent to the end of each quarter and will be at the discretion of the board of directors and may differ quarter to quarter.  The letter containing distribution declarations will be filed with the Securities and Exchange Commission (“SEC”) and available on our company website, www.inlandwestern.com under Investor Relations/SEC filings.  The board of directors will consider several factors in its determination, including but not limited to the sources and availability of capital, current rental revenues, operating and interest expenses, loan agreement limitations, and the ability of the company to refinance near-term debt.

How can I sell my shares of Inland Western through the Inland Western Share Repurchase Program?

The Inland Western Share Repurchase Program has been suspended until further notice.  Thus, we are unable to honor any requests at this time.

Why was the Share Repurchase Program (“SRP”) suspended?

Non-traded REITs are considered less liquid investments than traded REITs and are longer term investments that are not subject to the daily volatility of the stock markets.  Non-traded REITs are designed to have stockholders invest in the fund until the REIT has a liquidity event such as a listing, merger or sale.  The SRP is a feature that was intended to provide limited, interim liquidity for stockholders and was not designed to accommodate the widespread redemption requests received at the end of 2008 fueled by unprecedented economic times.

Inland Western’s SRP is limited to 5% of the weighted average number of shares outstanding from the prior year.  The 5% limitation, outlined in our prospectus, was reached for the 2008 calendar year on October 22, 2008.  The board of directors voted to suspend the SRP until further notice, effective November 19, 2008.  In the past, the volume of redemption requests in any given year did not exceed the 5% limitation. The board of directors believes that suspending the SRP is the appropriate course of action to take in order to utilize those funds for general corporate matters and debt refinancing efforts.  The board of directors will continue to evaluate the status of the program.

Inland Western Retail Real Estate Trust, Inc.  2901 Butterfield Road  Oak Brook, Illinois 60523  800.541.7661  www.inlandwestern.com

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Is the Distribution Reinvestment Plan (“DRP”) still available?

Yes, the DRP is still available.  Participation in the DRP was not impacted by the suspension of the Share Repurchase Program. Inland Western provides stockholders with an opportunity to purchase additional shares through the DRP.  Effective March 1, 2009, distributions may be reinvested to acquire additional shares at a price of $8.50 per share. Stockholders may begin or terminate participation in the DRP at any time by completing the Inland Western Change of Distribution Election Form which is available on our website, www.inlandwestern.com, under Investor Relations/Stockholder Information/Forms.

Can I stop reinvesting my distribution?

Yes, your distribution election may be changed at any time by completing the Inland Western Change of Distribution Election Form which is available on our website, www.inlandwestern.com, under Investor Relations/Stockholder Information/Forms.  With such form, stockholders may also elect to have their distribution checks electronically deposited or mailed directly to a third party institution, such as a bank account or mutual fund.  If your investment is held in an IRA or another type of custodial account, the custodian’s signature is required to make any change to your distribution option.

When will Inland Western have a liquidity event?

There is no way of knowing in the present environment when Inland Western will have a liquidity event.  The board of directors will proceed to position Inland Western for a liquidity event in the future, as it believes market conditions and other circumstances may warrant, whether it be a listing of our shares on a national exchange, a merger, or sale of our assets.

What do you think the next 12-24 months look like?

2009 will not be an easy year.  As we look ahead, it is difficult to predict when the economic crisis will begin to show signs of improvement.  Indeed, several believe it may get tougher before it gets easier.  Please be assured that every decision we make is designed to enable us to execute on our long-term strategy and preserve stockholder capital.

If you have any questions about your investment, please contact your financial advisor or

Inland Western Investor Relations at 800.541.7661.

Statements and other information contained in this Frequently Asked Questions  which can be identified by the use of forward-looking terminology such as “anticipate,” “may,” “will,” “expect,” “continue,” “remain,” “intend,” “aim,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby.  These statements should be considered as subject to the many risks and uncertainties that exist in Inland Western’s operations and business environment.  Such risks and uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, raw material availability and prices, global interest rates, currency exchange rates, labor relations and other risk factors.

Inland Western Retail Real Estate Trust, Inc.  2901 Butterfield Road  Oak Brook, Illinois 60523  800.541.7661  www.inlandwestern.com

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