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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b)OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DUKE REALTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Indiana 35-1898425
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
LIMITED PARTNER UNITS
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Pursuant to the Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement") of Duke Realty Limited Partnership (the "Operating
Partnership"), the equity interest in the Operating Partnership is divided into
an unlimited number of units ("Units"). Duke Realty Investments, Inc. (the
"Company") controls the Operating Partnership as the sole general partner and
the owner of a majority of the outstanding Units. The remaining Units ("Limited
Partner Units") are held by limited partners of the Operating Partnership
("limited Partners") and fall within the definition of an "equity security"
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Subject to certain restrictions, each Limited Partner Unit may be exchanged by
the holder thereof for one share (subject to certain adjustments) of the
Company's common stock, par value $.01 per share. Upon each such exchange, the
Company's ownership interest in the Operating Partnership will increase and the
number of outstanding Limited Partner Units will decrease. All of the Limited
Partner Units are of a single class.
The Partnership Agreement does not provide for any preemptive, preferential
or other similar rights with respect to the issuance or sale of any Limited
Partner Units.
No holder of Limited Partner Units has any right to distributions in
respect of such Limited Partner Units from operating income of the Operating
Partnership except as declared by the Company in its sole discretion as general
partner of the Operating Partnership. No holder of Limited Partner Units has
any right to redemption of such Limited Partner Units or to withdraw capital
from the Operating Partnership except as may be specifically provided in the
Partnership Agreement. Upon a liquidation of the Operating Partnership, the
Company and holders of Limited Partner Units would be entitled as a group to
receive amounts remaining after payment of debts and liabilities of the
Operating Partnership and establishment of reserves as provided in the
Partnership Agreement.
No market exists for purchase and sale of the Limited Partner Units, and as
transfer of the Limited Partner Units is subject to restrictions, the Operating
Partnership does not expect any such market to develop in the future. See
"Restrictions on Transfer" below.
VOTING RIGHTS
As sole general partner of the Operating Partnership, the Company has the
exclusive power under the Partnership Agreement to manage and conduct the
business of the Operating Partnership, subject, in certain limited
circumstances, to the consent of the holders of Limited Partner Units. The
Partnership Agreement requires the approval of the holders of more than 90% of
the outstanding Units (including both Limited Partner Units and Units held by
the Company which do not constitute equity securities under the Exchange Act) in
order for the Company (i) to enter into or conduct any business, other than in
connection with the Units, the management of the Operating Partnership and
certain other subsidiaries and certain activities incidental thereto; (ii) to
own assets other than the Units, an interest in a specified subsidiary and bank
accounts or similar instruments; (iii) to sell, exchange or dispose of (by
merger, consolidation or otherwise) all or substantially all of the Operating
Partnership's assets in a single transaction or series of related transactions;
(iv) to issue any additional shares of capital stock (except shares issued in
exchange for Units or to all shareholders without consideration) unless the net
proceeds are contributed to the Operating Partnership in exchange for additional
Units; or (v) to engage in certain
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mergers, consolidations, recapitalizations or certain other transactions,
including a sale of all or substantially all of the Company's assets, unless
specified conditions are satisfied regarding contribution of the surviving
entity's assets to the Operating Partnership.
The Partnership Agreement also requires the approval of the holders of more
than 90% of the outstanding Units (including both Limited Partner Units and
Units held by the Company) in order for the Operating Partnership (i) to engage
in any business other than business in which the Company is permitted to engage
by its Articles of Incorporation or which is incidental thereto or reasonably
necessary for the protection of the Operating Partnership; or (ii) to effect or
enter into an agreement to effect a voluntary sale, exchange or other
disposition by merger, consolidation or otherwise (other than a disposition
occurring upon a financing or refinancing by the Operating Partnership) of all
or substantially all of the assets of the Operating Partnership in a single
transaction or a series of related transactions.
The Partnership Agreement includes an acknowledgment by the holders of
Limited Partner Units that the Company, as general partner of the Operating
Partnership, will be acting on behalf of the Company's shareholders collectively
and provides that (i) the Company is under no obligation to consider the
separate interests of the holders of Limited Partner Units (including, without
limitation, the tax consequences to such holders or their assigns) in deciding
whether to cause the Operating Partnership to take (or decline to take) any
actions and (ii) the Company shall not be liable for monetary damages for losses
sustained, liabilities incurred, or benefits not derived by holders of Limited
Partner Units in connection with such decisions, provided that the Company has
not acted in bad faith. The Company is conclusively presumed not to have acted
in bad faith if its actions were in the best interests of its shareholders.
Except in certain circumstances specified in the Partnership Agreement, the
Partnership Agreement can only be amended with the affirmative vote of the
Company and the holders of more than 90% of the outstanding Units (including
both Limited Partner Units and Units held by the Company).
DISSOLUTION AND LIQUIDATION
The Operating Partnership will be dissolved upon the earlier of (i)
December 31, 2043 (subject to extension to December 31, 2068, if approved by
partners holding a majority of the Units, including both Limited Partner Units
and Units held by the Company); (ii) the occurrence of certain events of
bankruptcy or receivership of the Company; (iii) the withdrawal of the Company
as the sole general partner of the Operating Partnership; (iv) the written
decision of partners holding more than 90% of the Units (including both Limited
Partner Units and Units held by the Company) and the approval of the Company;
(v) the entering of a decree of judicial dissolution; or (vi) the sale or other
disposition (other than upon a financing or refinancing) of all or substantially
all of the assets and properties of the Operating Partnership.
LIMITED LIABILITY
Under Indiana law, no Limited Partner will be personally liable for the
debts, liabilities, contracts or other obligations of the Operating Partnership
except to the extent of the amount in the Limited Partner's capital account or
amounts otherwise payable to the Operating Partnership, unless such Limited
Partner takes part in the management and control of the business of the
Operating Partnership. However, Indiana law provides that when a Limited
Partner has rightfully received the return, in whole or in part, of the capital
contribution represented by such Limited Partner's Limited Partner Units, the
Limited Partner is nevertheless liable to the
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Operating Partnership, for a period of one year, for any sum not in excess
of the returned amount, with interest, necessary to discharge the Operating
Partnership's liabilities to all creditors who extended credit or whose claims
arose before such return.
RESTRICTIONS ON TRANSFER
A holder of Limited Partner Units has the right to assign the whole or any
portion of its Limited Partner Units only with the prior written consent of the
Company, which consent may be given or withheld by the Company in its sole and
absolute discretion. However, the prior written consent to the Company is not
required for an assignment (i) in cases where the holder of Limited Partner
Units dies, suffers total physical disability, is adjudged by a court of
competent jurisdiction to be incompetent, dissolves, terminates or undergoes
other similar changes in status; (ii) involving the distribution by a holder
which is a partnership, corporation or trust to any of its equity owners on a
pro rata basis; (iii) involving an assignment of Limited Partner Units to or for
the benefit of the holder's immediate family; (iv) to a charitable organization
within the meaning of Section 5.01(c)(3) of the Internal Revenue Code of 1986,
as amended, in a donative transfer; (v) to another holder of Limited Partner
Units who has been admitted to the Operating Partnership as a Limited Partner;
and (vi) in connection with certain employee benefit plans.
An assignee of a holder's Limited Partner Units becomes a partner in the
Operating Partnership only upon, among other things, the execution by the
assignor and the assignee of a written instrument of assignment and the delivery
of such instrument to the Company, the written consent of the Company to such
admission, and payment by the new limited partner of the reasonable expenses of
the Operating Partnership in connection with admission, including legal and
recording or filing fees.
ITEM 2. EXHIBITS
Exhibit
Number Exhibit
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1 Amended and Restated Agreement of Limited Partnership of Duke Realty
Limited Partnership, incorporated by reference from Exhibit 10.1 to
the Registration Statement, as amended, on Form S-2 of Duke Realty
Investments, Inc., file no. 33-64038, as amended by First and Second
Amendments incorporated by reference from Exhibit 10.2 to the Annual
Report on Form 10-K of Duke Realty Investments, Inc. for the year
ended December 31, 1995, file no. 1-9044.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
DUKE REALTY LIMITED PARTNERSHIP
BY: DUKE REALTY INVESTMENTS, INC.
Date: February 28, 1996 By: /s/ Dennis D. Oklak
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Dennis D. Oklak
Vice President
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