-----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, P9P99HJOlMNpUBClAoVv25amqiO/IXlfraJOpacoL+PgSjXvpq68VitLtsCT1Ir2 A7zuZdQqEzH51xgfBX+IcA== 0000912057-96-005389.txt : 19960329 0000912057-96-005389.hdr.sgml : 19960329 ACCESSION NUMBER: 0000912057-96-005389 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960325 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960328 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE REALTY INVESTMENTS INC CENTRAL INDEX KEY: 0000783280 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 351740409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09044 FILM NUMBER: 96539776 BUSINESS ADDRESS: STREET 1: 8888 KEYSTONE CROSSING STE 1200 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3175743531 8-K 1 8-K As filed with the Securities Exchange Commission on March 28, 1996 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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): March 25, 1996 DUKE REALTY INVESTMENTS, INC. (Exact name of registrant as specified in its charter) Indiana 1-9044 35-1740409 (State or jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 8888 KEYSTONE CROSSING, SUITE 1200 INDIANAPOLIS, INDIANA 46240 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317)574-3531 Not applicable (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Exhibit - ------- ------- 1 Terms Agreement dated March 25, 1995, which is being filed pursuant to Regulation S-K,Item 601(b)(1) in lieu of filing the otherwise required exhibit to the Registrant's registration statement on Form S-3, file no. 33-54997,under the Securities Act of 1933, as amended (the "Registration Statement"), and which, as this Form 8-K filing is incorporated by reference in the Registration Statement, is set forth in full in the Registration Statement. 8 Tax opinion of Bose McKinney & Evans, including consent, which is being filed pursuant to Regulation S-K, Item 601(b)(8) in lieu of filing the otherwise required exhibit to the Registration Statement and which, as this Form 8-K filing is incorporated by reference in the Registration Statement, is set forth in full in the Registration Statement. 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. DUKE REALTY INVESTMENTS, INC. Date: March 27, 1996 By: /s/ Dennis D. Oklak ----------------------------- Dennis D. Oklak Vice President -2- EX-1 2 EXHIBIT 1 EXHIBIT 1 DUKE REALTY INVESTMENTS, INC. (an Indiana Corporation) 4,000,000 Common Shares TERMS AGREEMENT March 25, 1996 TO: Duke Realty Investments, Inc. 8888 Keystone Crossing Suite 1150 Indianapolis, IN 46240 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We (the "Representatives") understand that Duke Realty Investments, Inc., an Indiana corporation (the "Company"), proposes to issue and sell 4,000,000 shares of common stock (the "Common Stock")(such Common Stock being hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the respective numbers of Initial Underwritten Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate share of Option Securities (as defined in the Underwriting Agreement referred to below), to the extent any are purchased, at the purchase price set forth below.
Number of Initial Name of Underwriter Underwritten Securities - ------------------------------------------------------------------------------------ Merrill Lynch, Pierce, Fenner & Smith Incorporated 448,000 Alex. Brown & Sons Incorporated 448,000 Dean Witter Reynolds Inc. 448,000 A.G. Edwards & Sons, Inc. 448,000 McDonald & Company Securities, Inc. 448,000 Legg Mason Wood Walker, Incorporated 80,000 Prudential Securities Incorporated 80,000 Salomon Brothers Inc 80,000 Smith Barney Inc. 80,000 Advest, Inc. 40,000 Robert W. Baird & Co. Incorporated 40,000 J.C. Bradford & Co. 40,000 City Securities Corporation 40,000 Cowen & Company 40,000 Dain Bosworth Incorporated 40,000 Doft & Co., Inc. 40,000 Dominick & Dominick, Incorporated 40,000 Duff & Phelps Securities Co. 40,000 EVEREN Securities, Inc. 40,000 Fahnestock & Co. Inc. 40,000 First Albany Corporation 40,000 First of Michigan Corporation 40,000 Friedman, Billings, Ramsey & Co., Inc. 40,000 Furman Selz LLC 40,000 Interstate/Johnson Lane Corporation 40,000 Janney Montgomery Scott Inc. 40,000 Edward D. Jones & Co., L.P. 40,000 Morgan Keegan & Company, Inc. 40,000 NatCity Investments, Inc. 40,000 David A. Noyes & Company 40,000 The Ohio Company 40,000 Ormes Capital Markets, Inc. 40,000 Pennsylvania Merchant Group Ltd 40,000 Piper Jaffray Inc. 40,000 Principal Financial Securities, Inc. 40,000 Rauscher Pierce Refsnes, Inc. 40,000 Raymond James & Associates, Inc. 40,000 The Robinson-Humphrey Company, Inc. 40,000 Roney & Co., LLC 40,000 Stephens Inc. 40,000 Sutro & Co. Incorporated 40,000 Traub and Company, Inc. 40,000 Utendahl Capital Partners, L.P. 40,000 Wheat, First Securities, Inc. 40,000 William K. Woodruff & Company Incorporated 40,000 --------- TOTAL 4,000,000 --------- ---------
The Underwritten Securities shall have the following terms: Title of Securities: Common Stock Number of Shares: 4,000,000 Initial public offering price per share: $30.125 Purchase price per share: $28.540 Number of Option Securities: 600,000 Closing Time, date and location: March 29, 1996, 10:00 a.m., New York City Time, Rogers & Wells, 200 Park Avenue, New York, New York 10166
All the provisions contained in the document attached as Annex A hereto entitled "Duke Realty Investments, Inc. - Common Stock and Preferred Stock - Underwriting Agreement" are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. 2 Please accept this offer no later than 7 o' clock P.M. (New York City time) on March 25, 1996 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ALEX. BROWN & SONS INCORPORATED A.G. EDWARDS & SONS, INC. DEAN WITTER REYNOLDS INC. McDONALD & COMPANY SECURITIES, INC. BY: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BY: /s/ MARTIN J. CICCO ----------------------- For themselves and as Representatives of the Underwriters named herein. Name: Martin J. Cicco Title: Managing Director CONFIRMED AND ACCEPTED: as of the date first above written DUKE REALTY INVESTMENTS, INC. BY: /s/ DARELL E. ZINK, JR. ---------------------------------- Name: Darell E. Zink, Jr. Title: Executive Vice President and Chief Financial Officer 3 EX-8 3 EXHIBIT 8 BOSE McKINNEY & EVANS 135 North Pennsylvania Street Suite 2700 Indianapolis, Indiana 46204 March 25, 1996 Duke Realty Investments, Inc. 8888 Keystone Crossing, Suite 1200 Indianapolis, Indiana 46240 Re: Duke Realty Investments, Inc. PROSPECTUS SUPPLEMENT DATED MARCH 25, 1996 Gentlemen: We have acted as counsel to Duke Reality Investments, Inc. (the "Company") with respect to the preparation of a Prospectus Supplement filed with the Securities and Exchange Commission on March 11, 1996, and amended on March 14, 1996, as amended to the date hereof. In connection therewith, you have requested our opinion with respect to the Company's continued qualification as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). All capitalized terms used herein have their respective meanings as set forth in the Shelf Registration Statement filed with the Securities and Exchange Commission on August 10, 1994 and the Prospectus Supplement unless otherwise stated. The Company is an Indiana corporation which has qualified as a real estate investment trust ("REIT"), within the meaning of Section 856(a) of the Code, for each of its taxable years from and including the first taxable year for which it made an election to be taxed as a REIT, and intends to continue to so qualify. In rendering the opinion stated below, we have examined and relied, with your consent, upon the following: (i) The Initial Prospectus of the Company, dated September 27, 1993, the Shelf Registration Statement and the Prospectus Supplement, and all amendments thereof to date; (ii) The First Amended and Restated Agreement of Limited Partnership of the Operating Partnership as amended by a First Amendment and Second Amendment thereto; Duke Realty Investments, Inc. March 25, 1996 Page 2 (iii) The Second Amended and Restated Agreement of Limited Partnership of the Services Partnership; (iv) Such other documents, records and instruments as we have deemed necessary in order to enable us to render the opinion referred to in this letter. In our examination of the foregoing documents, we have assumed, with your consent, that (i) all documents reviewed by us are original documents, or true and accurate copies of original documents, and have not been subsequently amended, (ii) the signatures on each original document are genuine, (iii) each party who executed the document had proper authority and capacity, (iv) all representations and statements set forth in such documents are true and correct, (v) all obligations imposed by any such documents on the parties thereto have been or will be performed or satisfied in accordance with their terms and (vi) the Company, the Operating Partnership and the Services Partnership at all times will be organized and operated in accordance with the terms of such documents. We have further assumed the accuracy of the statements and descriptions of the Company's, the Operating Partnership's and the Services Partnership's intended activities as described in the Initial Prospectus, the Shelf Registration Statement and the Prospectus Supplement. For purposes of rendering the opinion stated below, we have also assumed, with your consent, the accuracy of the representations contained in the Certificate of Representations dated March 25, 1996 provided to us by the Company, the Operating Partnership and the Services Partnership. These representations generally relate to the classification and operation of the Company as a REIT and the organization and operation of the Operating Partnership and the Services Partnership. Our opinion is further based upon the Company's receipt of a letter ruling from the Internal Revenue Service ("IRS") dated September 30, 1994 which concluded that the Company's and the Operating Partnership's distributive shares of the gross income of the Services Partnership will be in proportion to their respective percentage shares of the capital interests of the partners of the Services Partnership. Duke Realty Investments, Inc. March 25, 1996 Page 3 Based upon and subject to the foregoing, we are of the opinion that assuming the Company was organized in conformity with and has satisfied the requirements for qualification and taxation as a REIT under the Code for each of its taxable years from and including the first taxable year for which the Company made the election to be taxed as a REIT, the proposed methods of operation of the Company, the Operating Partnership and the Services Partnership as described in the Shelf Registration and the Prospectus Supplement and as represented by the Company, the Operating Partnership and the Services Partnership will permit the Company to continue to qualify to be taxed as a REIT for its current and subsequent taxable years. The opinion set forth in this letter represents our conclusion as to the application of federal income tax laws existing as of the date of this letter to the transactions described herein. We can give no assurance that legislative enactments, administrative changes or court decisions may not be forthcoming that would modify or supersede our opinions. Moreover, there can be no assurance that positions contrary to our opinions will not be taken by the IRS, or that a court considering the issues would not hold contrary to such opinions. Further, the opinion set forth above represents our conclusion based upon the documents, facts and representations referred to above. Any material amendments to such documents, changes in any significant facts or inaccuracy of such representations could affect the opinions referred to herein. Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel, we have not undertaken an independent investigation of the facts referred to in this letter. We express no opinion as to any federal income tax issue or other matter except those set forth or confirmed above. We consent to the filing of this opinion with Form 8-K, to the incorporation by reference of this opinion as an exhibit into the Shelf Registration Statement and any registration statement filed under Rule 462(b) relating to the Shelf Registration Statement and to the reference to our firm under the heading "Legal Matters" in the Prospectus Supplement. Very truly yours, Bose McKinney & Evans -----END PRIVACY-ENHANCED MESSAGE-----