SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DUKE REALTY LIMITED PARTNERSHIP
(Name of Issuer)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
N/A
(CUSIP Number)
EDWARD T. BAUR
635 MARYVILLE CENTRE DRIVE
ST. LOUIS, MISSOURI 63141
(314) 434-3700
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
October 2, 1997
(Date of Event Which Requires
Filing of this Statement)
Page 1 of 5 pages
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CUSIP NO.: N/A
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(1) Names of reporting persons ....................Edward T. Baur
S.S. or I.R.S. Identification Nos. of
above persons .................................###-##-####
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(2) Check the appropriate box if a member of a group (a) x
(see instructions) ------------
(b)
------------
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(3) SEC use only ..................................
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(4) Source of Funds (see instructions) ............ 00
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(5) Check if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e)........
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(6) Citizenship or place of organization ..........United States
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Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power ....................... 99,404
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(8) Shared voting power ..................... 1,711,415
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(9) Sole dispositive power .................. 99,404
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(10) Shared dispositive power ................ 1,711,415
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(11) Aggregate amount beneficially owned by each
reporting person .............................. 1,810,819
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(12) Check if the aggregate amount in Row (11) excludes
certain shares (see instructions) .............
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(13) Percent of class represented by amount in Row (11) 20.68%
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(14) Type of reporting person (see instructions) .. IN
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Page 2 of 5 pages
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ITEM 1(a) SECURITY AND ISSUER
Name of issuer: Duke Realty Limited Partnership
Address of issuer's principal
executive offices: 8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Title of class of securities: Limited Partnership Units
ITEM 2 IDENTITY AND BACKGROUND
(a) Name of person filing: Edward T. Baur
(b) Residence or business address: 635 Maryville Centre Drive, Suite 200
St. Louis, Missouri 63141
(c) Present principal occupation and name,
principal business and address where
employment is conducted: Duke Realty Investments, Inc.
Vice President and General Manager, St. Louis
635 Maryville Centre Drive, Suite 200
St. Louis, Missouri 63141
(d) During the last five years the person filing this statement
has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years the person filing this statement
has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which the person filing this statement was or is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Citizenship: United States
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The limited partnership units were acquired as a result of the
contribution of assets to the Issuer. The consideration provided
was the reporting person's beneficial ownership interest in such
assets.
ITEM 4 PURPOSE OF TRANSACTION.
On October 2, 1997, the reporting person and entities beneficially owned
by the reporting person contributed certain assets, subject to certain
liabilities, to the Issuer in return for the issuance of 1,810,819 limited
partnership units of the Issuer. The reporting person has no plans or proposals
of the types described in the instructions to Item 4 of Schedule
13D.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
(a) Amount beneficially owned: 1,810,819
Percent of class: 20.68%
Page 3 of 5 pages
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(b) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 99,404
(ii) Shared power to vote or direct the vote: 1,711,415*
(iii) Sole power to dispose or to direct the
disposition of: 99,404
(iv) Shared power to dispose or to direct the
disposition of: 1,711,405*
----------
*Consists of securities owned by Lindbergh-Warson Properties,
Inc. (303,048 units) and Maryville Land Partnership (1,408,367
units). The reporting person owns a 60.394% interest in
Lindbergh-Warson Properties, Inc. and a 54.717% interest in
Maryville Land Partnership.
(c) On October 2, 1997, the reporting person acquired an
indirect beneficial interest in 1,810,819 limited partnership
units as a result of the contribution of assets to the Issuer.
(d) The two remaining owners of Lindbergh-Warson Properties,
Inc. and Maryville Land Partnership, Birch M. Mullins and James
D. Eckhoff, also have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
such securities. No other person is known to have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Lindbergh-Warson Properties, Inc., which is 60.394% beneficially
owned by the reporting person, is a 51% member in 625 Building
L.L.C. The Issuer owns the remaining 49% interest in this LLC.
Upon the occurrence of certain events, the Issuer has the option
to purchase Lindbergh-Warson Properties, Inc.'s, membership
interest in this LLC at a price based on the fair market value of
such interest. Lindbergh-Warson Properties, Inc. has the right,
upon the occurrence of certain events, to sell its 51% interest
in this LLC to the Issuer at a price based on the fair market
value of such interest. The reporting person became an officer
of Duke Realty Investments, Inc., the general partner of the
Issuer, as of the date of the contribution of the reporting
person's assets to the Issuer. The reporting person has the right
to receive additional units of limited partnership of the Issuer
based on the operating performance of certain real property
contributed to the Issuer. Other than as noted herein, none of
these relationships involve any contracts, arrangements or
understandings with respect to the acquisition, ownership, voting
or disposition of the securities of the Issuer.
Page 4 of 5
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ITEM 7 MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: October 10, 1997 /s/ Edward T. Baur
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Edward T. Baur
Page 5 of 5 pages
