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)
ROBERT L. JOHNSON
3960 WALDON SHORES ROAD
WAYZATA, MN 55391
(612) 541-1970
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
October 29, 1997
(Date of Event Which Requires
Filing of this Statement)
Page 1 of 6 pages
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CUSIP NO.: 264411 50 5
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(1) Names of reporting persons .................... Robert L. Johnson
Mary A. Johnson
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) ............ OO
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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 ..........
Robert L. Johnson ............. United States
Mary A. Johnson ............. United States
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Number of shares beneficially owned by the reporting
persons with:
(7) Sole voting power ....................... 1,422,458
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(8) Shared voting power ..................... 0
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(9) Sole dispositive power .................. 1,422,458
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(10) Shared dispositive power ................ 0
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(11) Aggregate amount beneficially owned by the
reporting persons .............................. 1,422,458
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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) 12.95%
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(14) Type of reporting person (see instructions) .. IN
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Page 2 of 6 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
ROBERT L. JOHNSON:
(a) Name of person filing: Robert L. Johnson
(b) Residence or business address:
3960 Waldon Shores Rd.
Wayzata, MN 55391
(c) Present principal occupation and name,
principal business and address where
employment is conducted: Duke Realty Investments, Inc.
Consultant
856 Fifth Street South
Hopkins, MN 55343-7750
(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
Page 3 of 6
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MARY A. JOHNSON:
(a) Name of person filing: Mary A. Johnson
(b) Residence or business address:
3960 Waldon Shores Rd.
Wayzata, MN 55391
(c) Present principal occupation and name,
principal business and address where
employment is conducted: Homemaker
3960 Waldon Shores Rd.
Wayzata, MN 55391
(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 the membership interests of a limited liability
company to the Issuer. The consideration provided was the
reporting persons' beneficial ownership interest in such
membership interests.
ITEM 4 PURPOSE OF TRANSACTION.
On October 29, 1997, entities beneficially owned by the reporting
persons contributed membership interests in RLJ Properties LLC to
the Issuer in return for the issuance of limited partnership
units of the Issuer. Certain of these entities distributed the
limited partnership units to the reporting persons in full or
partial liquidation of the entities. After the contribution of
membership interests in the LLC, the Issuer became the sole owner
of the LLC. The reporting persons have 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: 1,422,458
Percent of class: 12.95%
Page 4 of 6 pages
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(b) Number of shares as to which such persons have:
(i) Sole power to vote or direct the vote: 1,422,458*
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 1,422,458*
(iv) Shared power to dispose or to direct the
disposition of: 0
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*Consists of securities owned directly by Robert L. Johnson
(112,714 units), the Robert L. Johnson Revocable Trust (810,515
units), Mary A. Johnson (51,579 units), the Mary A. Johnson
Revocable Trust (410,911 units) and R.L. Johnson Investment
Company, Inc. (36,739 units).
(c) On October 29, 1997, the reporting persons acquired a
beneficial interest in 1,422,458 limited partnership units as a
result of the contribution of the membership interests of a
limited liability company to the Issuer.
(d) Not applicable.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The reporting persons will be entitled to receive additional
limited partnership interests of the Issuer depending on the
operating performance of a rental property owned and under
construction by RLJ Properties, LLC as of the date of the
contribution of the membership interests of such LLC 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.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS.
Exhibit I - Agreement Regarding Filing of Statement as a Group.
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: November 3, 1997
/s/ Robert L. Johnson
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Robert L. Johnson
/s/ Mary A. Johnson
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Mary A. Johnson
Page 5 of 6 pages
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EXHIBIT I
The undersigned hereby agree that the information contained in
this Schedule 13D is being filed on behalf of each of them.
Dated: November 3, 1997
/s/ Robert L. Johnson
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Robert L. Johnson
/s/ Mary A. Johnson
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Mary A. Johnson
Page 6 of 6 pages
