-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GGQZcGpGeuR42Aq+FnjWVeL3/BJ8/N76b19QUMuyrUgwTvqEBLOHR37JER9U3L3x hqiB/xvf6pU0RhWhB+gbSQ== 0000798359-06-000032.txt : 20060920 0000798359-06-000032.hdr.sgml : 20060920 20060920141809 ACCESSION NUMBER: 0000798359-06-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060920 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060920 DATE AS OF CHANGE: 20060920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTORS REAL ESTATE TRUST CENTRAL INDEX KEY: 0000798359 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 450311232 STATE OF INCORPORATION: ND FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14851 FILM NUMBER: 061099912 BUSINESS ADDRESS: STREET 1: 12 SOUTH MAIN STREET STREET 2: PO BOX 1988 CITY: MINOT STATE: ND ZIP: 58702-1988 BUSINESS PHONE: 701-837-4738 MAIL ADDRESS: STREET 1: 12 SOUTH MAIN STREET STREET 2: PO BOX 1988 CITY: MINOT STATE: ND ZIP: 58702-1988 8-K 1 iret8kdirector09202006.htm IRET IRET 8-K 09-20-2006

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  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):  September 20, 2006 

INVESTORS REAL ESTATE TRUST
(Exact name of registrant as specified in its charter)

 

North Dakota

0-14851

45-0311232

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)
 

12 South Main Street
Minot, ND  58701

(Address of principal executive offices, including zip code)
 

(701) 837-4738
(Registrant's telephone number, including area code) 

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:

 

□    Written communications pursuant to Rule 425 under the Securities Act

□    Soliciting material pursuant to Rule 14a-12 under the Exchange Act

□    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

□    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act     

 

___________________________________________________________________________________________

Item 5.02        Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers 

On September 19, 2006, Investors Real Estate Trust (“IRET” or the “Company”) held its 2006 Annual Meeting of Shareholders.  At the meeting, the existing Board of Trustees was reelected, with the exception of Mr. Daniel L. Feist, who retired from the Board effective at the Annual Meeting.  In addition, Edward T. Schafer and C.W. “Chip” Morgan were elected as independent trustees of the Company.  Mr. Schafer was the Governor of North Dakota from 1992 to 2000, and, until January of this year, was the Chief Executive officer of Extend America, a telecommunications company.  Mr. Morgan is the President and Chief Executive Officer of Northwest Respiratory Services, LLC, a home medical company, and a director of First Western Bank, Eden Prairie, Minnesota.  Mr. Schafer will serve on the Compensation and Nominating Committees of the IRET Board of Trustees.  Mr. Morgan will serve on the Audit Committee , the Compensation Committee and the Nominating Committee. 

On September 20, 2006, the IRET Board of Trustees appointed Mr. W. David Scott as a trustee of the Company, effective immediately.  Mr. Scott is the Chief Executive Officer of Magnum Resources, Inc., an Omaha-based real estate services and investment firm.  On September 15, 2006, IRET closed on its acquisition from subsidiaries of Magnum Resources of a portfolio of nine office properties totaling approximately 936,320 rentable square feet.  IRET’s Board of Trustees has determined that Mr. Scott is not independent under the listing standards of the NASDAQ Stock Exchange, and accordingly he will not serve on any Board committees. 

As compensation for their service as trustees, Mr. Schafer, Mr. Morgan and Mr. Scott will receive IRET’s established compensation for non-management trustees, which consists of trustee fees of $20,000 per year, a fee of $200 for each Board and Committee meeting attended, and reimbursement of expenses incurred in traveling to Board and Committee meetings.  Members of the Audit Committee receive an additional fee of $1,000 per year. 

Item 7.01        Regulation FD Disclosure 

On September 20, 2006, IRET issued a press release announcing the election of two new independent members of the Board of Trustees, and announcing the appointment to the Board of Trustees of a third new, non-independent trustee.  The press release is attached hereto as Exhibit 99, and is incorporated herein by reference.  Such press release is being furnished, and shall not be deemed to be “filed” with the SEC. 

Item 9.01        Financial Statements and Exhibits     

99                    Press Release

 

 

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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.

 

 

 

 

INVESTORS REAL ESTATE TRUST

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

By:

/s/ Timothy P. Mihalick

 

 

Timothy P. Mihalick

 

 

Senior Vice President &

 

 

Chief Operating Officer

Dated:  September 20, 2006

 

 

Exhibit Index

 

Exhibit No.

Description

99

Press Release

 

 

 3

 EX-99 2 iretexhibit9909202006.htm PRESS RELEASE IRET Exhibit 99 09-20-2006

Exhibit 99

 

 

PRESS RELEASE--FOR IMMEDIATE RELEASE 

 

INVESTORS REAL ESTATE TRUST ANNOUNCES

ELECTION OF TWO NEW INDEPENDENT TRUSTEES AT ITS ANNUAL MEETING; AND APPOINTMENT OF NEW NON-INDEPENDENT TRUSTEE  

 

Minot, ND—September 20, 2006—Investors Real Estate Trust (NASDAQ:  IRETS) announced today that at its 2006 Annual Meeting held September 19, 2006, its shareholders elected two new independent trustees to the Company’s Board of Trustees, Edward T. Schafer and C.W. “Chip” Morgan.  In addition, IRET announced that on September 20, 2006, its Board of Trustees unanimously approved the appointment of W. David Scott to the Board.  The two new independent trustees, and Mr. Scott, whom the Board of Trustees has determined is not independent under the listing standards of the NASDAQ Stock Exchange and Securities and Exchange Commission regulations, join IRET’s re-elected trustees, increasing the number of trustees on the Board to nine, of whom six are independent.

Mr. Schafer was the Governor of North Dakota from 1992 to 2000, and, until January of this year, was the Chief Executive officer of Extend America, a telecommunications company.  Mr. Schafer received a Bachelor of Science degree in business from the University of North Dakota, and a Master of Business Administration from the University of Denver.  Mr. Morgan is the President and Chief Executive Officer of Northwest Respiratory Services, LLC, a home medical company, and is a director of First Western Bank, Eden Prairie, Minnesota.  Mr. Morgan received Bachelor of Science degrees in chemical engineering and business administration, and a master’s degree in accounting, from the University of North Dakota, and he is a certified public accountant.  Mr. Schafer will serve on the Compensation and Nominating Committees of the IRET Board of Trustees.  Mr. Morgan will serve on the Audit Committee, the Compensation Committee and the Nomin ating Committee. 

Mr. Scott is the Chief Executive Officer of Magnum Resources, Inc., an Omaha-based real estate services and investment firm.  He received a Bachelor of Arts degree in business administration from Hastings College.  On September 15, 2006, IRET closed on its acquisition from subsidiaries of Magnum Resources of a portfolio of nine office properties totaling approximately 936,320 rentable square feet.  As a non-independent trustee, Mr. Scott will not serve on any Board committees. 

As compensation for their service as trustees, Mr. Schafer, Mr. Morgan and Mr. Scott will receive IRET’s established compensation for non-management trustees, which consists of trustee fees of $20,000 per year, a fee of $200 for each Board and Committee meeting attended, and reimbursement of expenses incurred in traveling to Board and Committee meetings.  Members of the Audit Committee receive an additional fee of $1,000 per year. 

In announcing the election of Mr. Schafer and Mr. Morgan, and the appointment of Mr. Scott, to IRET’s Board of Trustees, Jeffrey L. Miller, Chairman of IRET, said, “We are very pleased to have these three experienced executives join us as trustees.  We believe that their oversight and counsel will be valuable to IRET as we continue our growth.”

 

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About Investors Real Estate Trust 

IRET is an equity real estate investment trust with a diversified portfolio of multi-family residential, office, medical, industrial and retail properties located primarily in the upper Midwest.  IRET’s headquarters are located in Minot, North Dakota, and it has additional offices in Minneapolis, Minnesota, and Omaha, Nebraska. 

Safe Harbor 

Statements about IRET’s future expectations and all other statements in this press release other than historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995.  The Company intends that such forward-looking statements be subject to the safe harbors created thereby.  Since these statements involve risks and uncertainties and are subject to change at any time, the Company’s actual results could differ materially from expected results. 

For more information, please contact: 

Michelle Saari, Vice President & Information Specialist

701-837-4738 

Tim Mihalick, Senior Vice President & Chief Operating Officer

701-837-4738

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