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As filed with the Securities and Exchange Commission on March 22, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 28, 1995
DUKE REALTY LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Indiana 0-20625 35-1898425
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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 changed since last report)
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ITEM 5. OTHER EVENTS
On December 28, 1995, the Partnership formed a joint venture (Dugan Realty
L.L.C.) with an institutional real estate investor and purchased 25
industrial buildings totaling approximately 2.3 million square feet. Upon
formation of the venture, the Partnership contributed approximately
1.4 million square feet of recently developed and acquired industrial
properties, 113 acres of recently acquired land held for future
development at an agreed value of $50.8 million, and approximately $16.7
million of cash for a 50.1% interest in the joint venture. The
Partnership's recorded investment at December 31, 1995 in the joint
venture of $59.4 million is the sum of the carrying value of the
properties, land, and cash contributed. Upon completion of 1.1 million
square feet of property currently under development, the Partnership will
contribute these properties to the joint venture and receive a $12.5
million cash distribution. The agreed value of the 1.1 million square
feet upon contribution is expected to be approximately $25.0 million.
The Partnership will record its investment in the joint venture related
to the additional contribution at its carrying value. The joint venture
partner is required to contribute cash to the venture equal to 49.9% of
the agreed value of the properties contributed and this cash will be
distributed to the Partnership and reduce its recorded investment in the
venture. The Partnership's joint venture partner contributed cash of $67.5
million which was equal to the agreed value of the Partnership's
contribution. The total cash contributed by the Partnership and the
joint venture partner was used to purchase the 25 industrial
buildings noted above. The recently acquired industrial properties
and the undeveloped land which were contributed were acquired as part
of the acquisition of Park Fletcher, Inc., an Indianapolis,
Indiana based real estate development and management
Partnership. The acquisition was accounted for under the
purchase method. The recorded carrying value of acquired properties and
land was equal to the net liabilities assumed plus cash paid plus
mortgage indebtedness assumed of $17.4 million. The fair value of the
property exceeds the Partnership's recorded investment. The operating
results of the acquired properties and land have been included in the
consolidated operating results subsequent to the date of acquisition. The
Partnership accounts for its investment in this joint venture on the
equity method because the joint venture partner's approval is required
for all major decisions and the joint venture partner has equal control
regarding the primary day-to-day operations of the venture.
In addition, the Partnership acquired its unaffiliated partner's 50%
interest in a joint venture which owned two suburban office rental
properties (one of which was under construction as of December 31, 1995)
and 40.3 acres of land held for development. The Partnership accounted
for the acquisition of the 50% interest using the purchase method with
its recorded investment in the properties equal to the sum of the balance
of its investment in and advances to the joint venture at the date of
acquisition, the net liabilities assumed and cash paid to the joint
venture partner amounting to $24.4 million. The fair value of the
property exceeds the Partnership's recorded investment.
SIGNATURES
Pursuant to the requirements of the Securities and 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 LIMITED PARTNERSHIP
By: Duke Realty Investments, Inc.,
General Partner
Date: March 22, 1996 By: /s/ Dennis D. Oklak
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Dennis D. Oklak
Vice President and Treasurer
