Inland Real Estate Corporation

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):  November 9, 2007

INLAND REAL ESTATE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)

 

001-32185
(Commission File Number)

 

36-3953261
(IRS Employer 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)


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 (17 CFR 230.425)

£

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

£

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

£

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



Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 8, 2007, the Company’s board of directors amended Article VI of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective on that day, to allow for the issuance of uncertificated shares.  By being able to issue uncertificated shares, the Company may now participate in the Direct Registration System, which is currently administered by The Depository Trust Company.  The Direct Registration Systems allows investors to have securities registered in their names without the issuance of physical certificates and allows investors to electronically transfer securities to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates.  The amendment to the Bylaws also provides that each registered stockholder shall be entitled to a stock certificate upon written request to the Company’s transfer agent or registrar.

The full text of the Bylaws, as amended, is filed as Exhibit 3.1 to this Current Report, and amended Article VI thereof is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

 

(a)

Exhibits:  See exhibit index attached hereto

 

 

 


 



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 hereunto duly authorized.



INLAND REAL ESTATE CORPORATION

By:

/s/ Mark E. Zalatoris

Name:

Mark E. Zalatoris

Title:

Executive Vice President, Chief Operating Officer and Treasurer

Date:  November 9, 2007





EXHIBIT INDEX


Exhibit No.

Description

3.1

Amended and Restated Bylaws, dated November 8, 2007