UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
/X/ Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required) for the fiscal
year ended December 31, 1997
or
/ / Transition report pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934 (No Fee Required) for the
transition period
from to
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Commission file number 0-20625
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DUKE REALTY LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Indiana 35-1898425
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
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(Address of principal executive offices) (Zip Code)
(317) 846-4700
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(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class: Name of each exchange on which
registered:
None N/A
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
LIMITED PARTNER UNITS
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( X )
The aggregate market value of the Limited Partner Units held by
non-affiliates of Registrant is $68,003,695 based on the last
reported sale price of the common shares of Duke Realty
Investments, Inc., into which Limited Partner Units are
exchangeable, on March 11, 1998.
The number of Limited Partnership Units outstanding as of March
11, 1998 was 10,988,468.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates by reference the Proxy Statement of Duke
Realty Investments, Inc. related to the Annual Meeting of
Shareholders to be held April 23, 1998.
<PAGE>
TABLE OF CONTENTS
FORM 10-K
Item No. Page(s)
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PART I
1. Business 1 - 4
2. Properties 5 - 13
3. Legal Proceedings 14
4. Submission of Matters to a Vote
of Security Holders 14
PART II
5. Market for the Registrant's Equity and
Related Security Holder Matters 15
6. Selected Financial Data 15
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 16 - 24
8. Financial Statements and Supplementary Data 24
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 24
PART III
10. Directors and Executive Officers of the
Registrant 24 - 25
11. Executive Compensation 25
12. Security Ownership of Certain Beneficial
Owners and Management 25
13. Certain Relationships and Related Transactions 26
PART IV
14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K. 26 - 53
Signatures 54 - 55
Exhibits
<PAGE>
WHEN USED IN THIS FORM 10-K REPORT, THE WORDS "BELIEVES," "EXPECTS,"
"ESTIMATES" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-
LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY.
IN PARTICULAR, AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY ARE CONTINUED QUALIFICATION AS A REAL ESTATE
INVESTMENT TRUST, GENERAL BUSINESS AND ECONOMIC CONDITIONS,
COMPETITION, INCREASES IN REAL ESTATE CONSTRUCTION COSTS, INTEREST
RATES, ACCESSIBILITY OF DEBT AND EQUITY CAPITAL MARKETS AND OTHER
RISKS INHERENT IN THE REAL ESTATE BUSINESS INCLUDING TENANT DEFAULTS,
POTENTIAL LIABILITY RELATING TO ENVIRONMENTAL MATTERS AND ILLIQUIDITY
OF REAL ESTATE INVESTMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF
THE DATE HEREOF. THE PARTNERSHIP UNDERTAKES NO OBLIGATION TO PUBLICLY
RELEASE THE RESULTS OF ANY REVISIONS TO THESE FORWARD-LOOKING
STATEMENTS WHICH MAY BE MADE TO REFLECT EVENTS OR CIRCUMSTANCES AFTER
THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
READERS ARE ALSO ADVISED TO REFER TO DUKE REALTY INVESTMENTS, INC.'S
FORM 8-K REPORT AS FILED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION ON MARCH 26, 1996 FOR ADDITIONAL INFORMATION CONCERNING
THESE RISKS.
PART I
ITEM 1. BUSINESS
Duke Realty Limited Partnership (the "Partnership") was formed on
October 4, 1993, when Duke Realty Investments, Inc. (the "Predecessor"
or the "General Partner") contributed all of its properties and related
assets and liabilities along with the net proceeds of $309.3 million
from the issuance of an additional 14,000,833 shares through an
offering (the "1993 Offering") to the Partnership. Simultaneously, the
Partnership completed the acquisition of Duke Associates, a full-
service commercial real estate firm operating in the Midwest. The
General Partner was formed in 1985 and qualifies as a real estate
investment trust under provisions of the Internal Revenue Code. The
General Partner is the sole general partner of the Partnership
currently owning 87.4% of the partnership interest ("General Partner
Units"). The remaining 12.6% of the Partnership is owned by limited
partners ("Limited Partner Units" and, together with the General
Partner Units, the "Common Units").
The Partnership's primary business segment is the ownership and rental
of industrial, office and retail properties throughout the Midwest. As
of December 31, 1997, the Partnership owned interests in a diversified
portfolio of 380 rental properties comprising 45.9 million square feet
(including 25 properties and three expansions comprising 5.2 million
square feet under development). Substantially all of these properties
are located in the Partnership's primary markets of Indianapolis,
Indiana; Cincinnati, Cleveland, and Columbus, Ohio; St. Louis,
Missouri; Minneapolis, Minnesota and Nashville, Tennessee. In addition
to its Rental Operations, the Partnership through its Service
Operations provides, on a fee basis, leasing, management, construction,
development and other real estate services for approximately 8.3
million square feet of properties owned by third parties. See Item 7,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Item 8, "Financial Statements and
Supplementary Data" for financial information of these industry segments.
The Partnership has rental operations that are self-administered. In
addition, the Partnership conducts its service operations through Duke
Realty Services Limited Partnership and Duke Construction Limited
Partnership, in which the Partnership's controlled subsidiary, Duke
Services, Inc., is the sole general partner. All references to the
"Partnership" in this Form 10-K Report include the Partnership and
those entities owned or controlled by the Partnership, unless the
context indicates otherwise. The Partnership has the largest commercial
real estate operations in Indianapolis and Cincinnati and is one of the
largest real estate companies in the Midwest.
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<PAGE>
The Partnership's headquarters and executive offices are located in
Indianapolis, Indiana. In addition, the Partnership has seven
regional offices located in Cincinnati, Ohio; Columbus, Ohio;
Cleveland, Ohio; Chicago, Illinois; Nashville, Tennessee; St. Louis,
Missouri and Minneapolis, Minnesota. The Partnership had 620
employees as of December 31, 1997.
BUSINESS STRATEGY
The Partnership's business objective is to increase its Funds From
Operations ("FFO") by (i) maintaining and increasing property
occupancy and rental rates through the aggressive management of its
portfolio of existing properties; (ii) expanding existing properties;
(iii) developing and acquiring new properties; and (iv) providing a
full line of real estate services to the Partnership's tenants and to
third-parties. FFO is defined by the National Association of Real
Estate Investment Trusts as net income or loss excluding gains or
losses from debt restructuring and sales of property plus
depreciation and amortization, and after adjustments for minority
interest, unconsolidated partnerships and joint ventures (adjustments
for minority interests, unconsolidated partnerships and joint
ventures are calculated to reflect FFO on the same basis). While
management believes that FFO is a relevant measure of the
Partnership's operating performance because it is widely used by
industry analysts to measure the operating performance of equity
REITs, such amount does not represent cash flow from operations as
defined by generally accepted accounting principles, should not be
considered as an alternative to net income as an indicator of the
Partnership's operating performance, and is not indicative of cash
available to fund all cash flow needs. As a fully integrated
commercial real estate firm, the Partnership believes that its in-
house leasing, management, development and construction services and
the Partnership's significant base of commercially zoned and
unencumbered land in existing business parks should give the
Partnership a competitive advantage in its future development
activities.
The Partnership believes that the analysis of real estate
opportunities and risks can be done most effectively at regional or
local levels. As a result, the Partnership intends to continue its
emphasis on increasing its market share and effective rents in its
primary markets within the Midwest. The Partnership also expects to
utilize its approximately 1,700 acres of unencumbered land and its
many business relationships with more than 3,300 commercial tenants
to expand its build-to-suit business (development projects
substantially pre-leased to a single tenant) and to pursue other
development and acquisition opportunities in its primary markets and
elsewhere in the Midwest. The Partnership believes that this regional
focus will allow it to assess market supply and demand for real
estate more effectively as well as to capitalize on its strong
relationships with its tenant base.
The Partnership's policy is to seek to develop and acquire Class A
commercial properties located in markets with high growth potential
for Fortune 500 companies and other quality regional and local firms.
The Partnership's industrial and suburban office development focuses
on business parks and mixed-use developments suitable for development
of multiple projects on a single site where the Partnership can create
and control the business environment. These business parks and mixed-
use developments generally include restaurants and other amenities
which the Partnership believes will create an atmosphere that is
particularly efficient and desirable. The Partnership's retail
development focuses on community, power and neighborhood centers in
its existing markets. As a fully integrated real estate company, the
Partnership is able to arrange for or provide to its industrial,
office and retail tenants not only well located and well maintained
facilities, but also additional services such as build-to-suit
construction, tenant finish construction, expansion flexibility and
advertising and marketing services.
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<PAGE>
Consistent with its business strategy of expanding in attractive
Midwestern markets, the Partnership carefully analyzed the real
estate investment potential of several major Midwestern metropolitan
areas. Based on this analysis, management concluded that the
Minneapolis and Chicago markets offer attractive real estate
investment returns in the industrial and suburban office markets
based on the following factors: (i) fragmented competition; (ii)
strong real estate fundamentals; and (iii) favorable economic
conditions.
In October 1997, the Partnership acquired a 3.2 million gross square
foot industrial and suburban office portfolio and the operating
personnel of an independent real estate developer and operator in
Minneapolis. Also in 1997, the Partnership established a regional
office in Chicago and acquired 995,000 square feet of suburban office
properties and 160 acres of land for the future development of office
and industrial properties. In addition to these major transactions,
the Partnership significantly expanded its presence in St. Louis
through the acquisition of a 982,000 gross square foot primarily
suburban office portfolio and the operating personnel of an
independent real estate developer and operator.
All of the Partnership's properties are located in areas that include
competitive properties. Such properties are generally owned by
institutional investors, other REITs or local real estate operators;
however, no single competitor or small group of competitors is
dominant in the Partnership's markets. The supply and demand of
similar available rental properties may affect the rental rates the
Partnership will receive on its properties. Based upon the current
occupancy rates in Partnership and competitive properties, the
Partnership believes there will not be significant competitive
pressure to lower rental rates in the near future.
FINANCING STRATEGY
The Partnership seeks to maintain a well-balanced, conservative and
flexible capital structure by: (i) currently targeting a ratio of
long-term debt to total market capitalization in the range of 25% to
40%; (ii) extending and sequencing the maturity dates of its debt;
(iii) borrowing primarily at fixed rates; (iv) generally pursuing
current and future long-term debt financings and refinancings on an
unsecured basis; and (v) maintaining conservative debt service and
fixed charge coverage ratios. Management believes that these
strategies have enabled and should continue to enable the Partnership
to access the debt and equity capital markets for their long-term
requirements such as debt refinancings and financing development and
acquisitions of additional rental properties. The Partnership has
raised approximately $1.1 billion through public debt and equity
offerings during the three years ended December 31, 1997. Based on
these offerings, the Partnership has demonstrated its abilities to
access the public markets as a source of capital to fund future
growth. In addition, as discussed under Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," the Partnership has a $200 million unsecured line of
credit available for short-term fundings of development and
acquisition of additional rental properties. The Partnership's debt
to total market capitalization ratio (total market capitalization is
defined as the total market value of all outstanding Common and
Preferred Shares and units of limited partnership interest ("Units")
in the Operating Partnership plus outstanding indebtedness) at March
11, 1998 was 25.79%. The Partnership's ratio of earnings to debt
service and ratio of earnings to fixed charges for the year ended
December 31, 1997 were 2.60x and 2.11x, respectively. In computing
the ratio of earnings to debt service, earnings have been calculated
by adding debt service to income before gains or losses on property
sales and minority interest in earnings of the Operating Partnership.
Debt service consists of interest expense and recurring principal
amortization (excluding maturities) and excludes amortization of debt
issuance costs. In computing the
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<PAGE>
ratio of earnings to fixed charges, earnings have been calculated by
adding fixed charges, excluding capitalized interest, to income
before gains or losses on property sales and minority interest in
earnings of the Operating Partnership. Fixed charges consist of
interest costs, whether expensed or capitalized, the interest
component of rental expense, amortization of debt issuance costs and
preferred stock dividend requirements. Management believes these
measures to be consistent with its financing strategy.
OTHER
The Partnership's operations are not dependent on a single or few
customers as no single customer accounts for more than 2% of the
Partnership's total revenue. The Partnership's operations are not
subject to any significant seasonal fluctuations. The Partnership
believes it is in compliance with environmental regulations and does
not anticipate material effects of continued compliance.
For additional information regarding the Partnership's investments
and operations, see Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and Item 8,
"Financial Statements and Supplementary Data." For additional
information about the Partnership's business segments, see Item 8,
"Financial Statements and Supplementary Data."
ITEM 2. PROPERTIES
As of December 31, 1997, the Partnership owns an interest in a
diversified portfolio of 380 commercial properties encompassing
approximately 45.9 million net rentable square feet (including 25
properties and three expansions comprising 5.2 million square feet
under development) located primarily in five states and approximately
1,700 acres of land for future development. The properties are
described on the following pages.
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<PAGE>
<TABLE>
<CAPTION>
NET PERCENT
PARTNER- YEAR LAND RENTABLE OCCUPIED AT
NAME/ OWNERSHIP SHIP'S CONSTD/ AREA AREA DECEMBER 31,
LOCATION INTEREST OWNERSHIP EXPANDED (ACRES) (SQ.FT.) 1997
- ------------- --------- ---------- -------- ------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
IN-SERVICE
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INDUSTRIAL
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INDIANAPOLIS,
INDIANA
PARK 100 BUSINESS
PARK
Building 38 Fee 100% 1978 1.11 6,000 100%
Building 48 Fee 50% [1] 1984 8.63 127,410 100%
Building 49 Fee 50% [1] 1982 4.55 89,600 100%
Building 50 Fee 50% [1] 1982 4.09 51,200 100%
Building 52 Fee 50% [1] 1983 2.70 34,800 100%
Building 53 Fee 50% [1] 1984 4.23 76,800 100%
Building 54 Fee 50% [1] 1984 4.42 76,800 100%
Building 55 Fee 50% [1] 1984 3.83 43,200 85%
Building 56 Fee 50% [1] 1984 15.94 300,000 0%
Building 57 Fee 50% [1] 1984 7.70 128,800 100%
Building 58 Fee 50% [1] 1984 8.03 128,800 100%
Building 59 Fee 50% [1] 1985 5.14 83,200 100%
Building 60 Fee 50% [1] 1985 4.78 83,200 85%
Building 62 Fee 50% [1] 1986 7.70 128,800 100%
Building 67 Fee 50% [1] 1987 4.23 72,350 100%
Building 68 Fee 50% [1] 1987 4.23 72,360 100%
Building 71 Fee 50% [1] 1987 9.06 193,400 100%
Building 74 Fee 10%-50% [2] 1988 12.41 257,400 100%
Building 76 Fee 10%-50% [2] 1988 5.10 81,695 48%
Building 78 Fee 10%-50% [2] 1988 21.80 512,777 100%
Building 79 Fee 100% 1988 4.47 66,000 100%
Building 80 Fee 100% 1988 4.47 66,000 100%
Building 83 Fee 100% 1989 5.34 96,000 35%
Building 84 Fee 100% 1989 5.34 96,000 73%
Building 85 Fee 10%-50% [2] 1989 9.70 180,100 100%
Building 89 Fee 10%-50% [2] 1990 11.28 311,600 100%
Building 91 Fee 10%-50% [2] 1990/1996 7.53 196,800 85%
Building 92 Fee 10%-50% [2] 1991 4.38 45,917 100%
Building 95 Fee 100% 1993 15.23 336,000 100%
Building 96 Fee 100% 1994/1997 [3] 27.69 737,850 100%
Building 97 Fee 100% 1994 13.38 280,800 94%
Building 98 Fee 100% 1968/1995 37.34 508,306 100%
Building 99 Fee 50% [4] 1994 18.00 364,800 100%
Building 100 Fee 100% 1995 7.00 117,500 100%
Building 101 Fee 50% [1] 1983 4.37 45,000 100%
Building 105 Fee 50% [1] 1983 4.64 41,400 100%
Building 106 Fee 50% [1] 1978 4.64 41,400 100%
Building 107 Fee 100% 1984 3.56 58,783 45%
Building 108 Fee 50% [1] 1983 6.36 60,300 100%
Building 109 Fee 100% 1985 4.80 46,000 94%
Building 113 Fee 50% [1] 1987 6.20 72,000 82%
Building 114 Fee 50% [1] 1987 6.20 56,700 100%
Building 117 Fee 10%-50% [2] 1988 13.36 135,600 90%
Building 120 Fee 10%-50% [2] 1989 4.54 54,982 86%
Building 122 Fee 100% 1990 6.17 73,274 100%
Building 125 Fee 100% 1994/1996 13.81 195,080 100%
Building 126 Fee 100% 1984 4.04 60,100 100%
Building 127 Fee 100% 1995 6.50 93,600 100%
Building 128 Fee 100% 1996 14.40 322,000 100%
Building 129 Fee 100% 1996 16.00 320,000 100%
Building 130 Fee 100% 1996 9.70 152,000 92%
Building 131 Fee 100% 1997 21.00 415,680 100%
Building 133 Fee 100% 1997 1.30 20,530 100%
Georgetown
Cent.Bldg. 1 Fee 100% 1987 5.85 111,883 56%
Georgetown
Cent.Bldg. 2 Fee 100% 1987 5.81 72,120 95%
Georgetown
Cent.Bldg. 3 Fee 100% 1987 5.10 45,536 57%
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<PAGE>
NET PERCENT
PARTNER YEAR LAND RENTABLE OCCUPIED AT
NAME/ OWNERSHIP SHIP'S CONSTD/ AREA AREA DECEMBER
LOCATION INTEREST OWNERSHIP EXPANDED (ACRES) (SQ.FT.) 31, 1997
- ------------- ---------- --------- --------- ------- --------- ---------
PARK FLETCHER
Building 2 Fee 50% [1] 1970 1.31 20,160 100%
Building 4 Fee 50% [1] 1974 1.73 23,000 0%
Building 6 Fee 50% [1] 1971 3.13 36,180 100%
Building 7 Fee 50% [1] 1974 3.00 41,900 100%
Building 8 Fee 50% [1] 1974 2.11 18,000 100%
Building 14 Fee 100% 1978 1.39 19,480 100%
Building 15 Fee 50% [1] 1979 5.74 72,800 100%
Building 16 Fee 50% [1] 1979 3.17 35,200 100%
Building 18 Fee 50% [1] 1980 5.52 43,950 100%
Building 21 Fee 50% [1] 1983 2.95 37,224 79%
Building 22 Fee 50% [1] 1983 2.96 48,635 58%
Building 26 Fee 50% [1] 1983 2.91 28,340 100%
Building 27 Fee 25% [1] 1985 3.01 39,178 75%
Building 28 Fee 25% [1] 1985 7.22 93,880 100%
Building 29 Fee 50% [1] 1987 7.16 92,044 100%
Building 30 Fee 50% [1] 1989 5.93 78,568 100%
Building 31 Fee 50% [1] 1990 2.62 33,029 100%
Building 32 Fee 50% [1] 1990 5.43 67,297 100%
Building 33 Fee 50% [1] 1997 7.50 112,710 100%
Building 34 Fee 50% [1] 1997 13.00 230,400 100%
SHADELAND STATION
Bldgs. 204 & 205 Fee 100% 1984 4.09 48,600 100%
HUNTER CREEK BUS. PARK
Building 1 Fee 10%-50% [2] 1989 5.97 86,500 100%
Building 2 Fee 10%-50% [2] 1989 8.86 202,560 83%
HILLSDALE TECHNECENTER
Building 1 Fee 50% [1] 1986 9.16 73,436 91%
Building 2 Fee 50% [1] 1986 5.50 83,600 100%
Building 3 Fee 50% [1] 1987 5.50 84,050 100%
Building 4 Fee 100% 1987 7.85 73,874 100%
Building 5 Fee 100% 1987 5.44 67,500 93%
Building 6 Fee 100% 1987 4.25 64,000 100%
Franklin Rd. 1962,1971,
Bus.Ctr. Fee 100% 1974 [5] 18.65 338,925 82%
Palomar Bus.
Ctr. Fee 100% 1973 4.50 99,350 100%
Nampac Fee 100% 1974 6.20 83,200 100%
NORTH AIRPORT PARK
Thomson Consumer
Electronics Fee 50% [6] 1996 52.00 599,040 100%
Building 2 Fee 100% 1997 22.50 377,280 100%
6060 Guion Rd. Fee 100% 1968/1974
1977 14.05 179,203 0%
4750 Kentucky Ave.
Fee 100% 1974 11.01 125,000 100%
4316 W. Minnesota Fee 100% 1970 10.40 121,465 100%
CARMEL, INDIANA
HAMILTON CROSSING
Building 1 Fee 100% 1989 4.70 51,825 91%
GREENWOOD, INDIANA
SOUTH PARK BUS.CTR.
Building 2 Fee 100% 1990 7.10 86,806 74%
LEBANON, INDIANA
LEBANON BUS. PARK
American Air
Filter Fee 100% 1996 10.40 153,600 100%
Little, Brown
and Company Fee 50% [6] 1996 31.60 500,455 100%
Purity Wholesale Fee 100% 1997 32.60 556,248 100%
Pamida Fee 100% 1997 14.90 200,000 100%
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<PAGE>
NET PERCENT
PARTNER- YEAR LAND RENTABLE OCCUPIED AT
NAME/ OWNERSHIP SHIP'S CONSTD/ AREA AREA DECEMBER 31,
LOCATION INTEREST OWNERSHIP EXPANDED (ACRES) (SQ.FT.) 1997
- ------------ -------- --------- -------- ------- --------- ------------
CINCINNATI, OHIO
PARK 50 TECHNECENTER
Building 20 Fee 100% 1987 8.37 96,000 100%
Building 25 Fee 100% 1989 12.20 78,328 81%
GOVERNOR'S POINTE
4700 Building Fee 100% 1987 5.51 76,400 100%
4800 Building Fee 100% 1989 7.07 80,000 71%
4900 Building Fee 100% 1987 9.41 77,652 100%
WORLD PARK
Building 5 Fee 100% 1987 5.00 59,700 100%
Building 6 Fee 100% 1987 7.26 92,400 100%
Building 7 Fee 100% 1987 8.63 96,000 100%
Building 8 Fee 100% 1989 14.60 192,000 97%
Building 9 Fee 100% 1989 4.47 58,800 100%
Building 11 Fee 100% 1989 8.98 96,000 100%
Building 14 Fee 100% 1989 8.91 166,400 100%
Building 15 Fee 100% 1990 6.50 93,600 100%
Building 16 Fee 100% 1989 7.00 93,600 100%
MicroAge Fee 50% [1] 1994 15.10 304,000 100%
Building 18 Fee 100% 1997 16.90 252,000 100%
ENTERPRISE BUS.PARK
Building 1 Fee 100% 1990 7.52 87,400 91%
Building 2 Fee 100% 1990 7.52 84,940 100%
Building A Fee 100% 1987 2.65 20,888 100%
Building B Fee 100% 1988 2.65 34,940 94%
Building D Fee 100% 1989 5.40 60,322 93%
FAIRFIELD BUS.CTR.
Building D Fee 100% 1990 3.23 40,223 88%
Building E Fee 100% 1990 6.07 75,600 100%
KENTUCKY DRIVE
7910 Kentucky
Dr. Fee 100% 1980 3.78 38,329 100%
7920 Kentucky
Dr. Fee 100% 1974 9.33 93,945 100%
OTHER INDUSTRIAL - CINCINNATI
U.S. Post
Office Bldg. Fee 40% [7] 1992 2.60 57,886 100%
University
Moving Fee 100% 1991 4.95 70,000 100%
Creek Rd.
Bldg. I Fee 100% 1971 2.05 38,715 100%
Creek Rd.
Bldg. II Fee 100% 1971 2.63 53,210 100%
Cornell
Commerce Ctr. Fee 100% 1989 9.91 167,695 94%
Mosteller
Dist.Ctr. Fee 100% 1957 [8] 25.80 357,796 100%
Mosteller Dist.
Ctr. II Fee 100% 1997 12.20 261,440 45%
Perimeter Park
Bldg. A Fee 100% 1991 2.92 28,100 100%
Perimeter Park
Bldg. B Fee 100% 1991 3.84 30,000 60%
COLUMBUS, OHIO
Pet Foods Bldg. Fee 100% 1993/1995 16.22 276,000 100%
MBM Building Fee 100% 1978 3.98 83,000 100%
Sun TV Fee 100% 1995 33.42 793,807 100%
SOUTH POINTE BUS.CTR.
South Pointe A Fee 50% 1995 14.06 293,824 100%
South Pointe B Fee 50% 1996 13.16 307,200 100%
South Pointe C Fee 50% 1996 12.57 322,000 78%
SouthPointe
Bldg. D Fee 100% 1997 6.55 116,520 35%
SouthPointe
Bldg. E Fee 100% 1997 6.55 82,520 0%
HEBRON, KENTUCKY
SOUTHPARK BUS.CTR.
Building 1 Fee 100% 1990 7.90 96,000 100%
Building 3 Fee 100% 1991 10.79 192,000 100%
CR Services Fee 100% 1994 22.50 214,840 100%
Redken Labs Fee 100% 1994 28.79 166,400 100%
Skyport Bldg.I Fee 100% 1997 15.10 316,800 100%
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NET PERCENT
PARTNER- YEAR LAND RENTABLE OCCUPIED AT
NAME/ OWNERSHIP SHIP'S CONSTD/ AREA AREA DECEMBER 31,
LOCATION INTEREST OWNERSHIP EXPANDED (ACRES) (SQ.FT.) 1997
- -------------- ---------- ---------- -------- ------- -------- ------------
LOUISVILLE, KENTUCKY
Dayco Fee 50% [1] 1995 30.00 282,539 100%
FLORENCE, KENTUCKY
Empire Commerce
Ctr. Fee 100% 1973/1980 11.62 148,445 100%
DECATUR, ILLINOIS
PARK 101
BUSINESS CENTER
Building 3 Fee 100% 1979 5.76 75,600 82%
Building 8 Fee 100% 1980 3.16 50,400 77%
NASHVILLE, TENNESSEE
HAYWOOD OAKS
TECHNECENTER
Building 2 Fee 100% 1988 2.94 50,400 100%
Building 3 Fee 100% 1988 2.94 52,800 100%
Building 4 Fee 100% 1988 5.23 46,800 100%
Building 5 Fee 100% 1988 5.23 61,171 100%
Building 6 Fee 100% 1989 10.53 113,400 100%
Building 7 Fee 100% 1995 8.24 66,873 100%
Building 8 Fee 100% 1997 15.44 71,615 100%
Greenbriar Bus.
Park Fee 100% 1986 10.73 134,759 98%
Keebler Building Fee 100% 1985 4.39 36,150 100%
MILWAUKEE, WISCONSIN
S.F. Music
Box Bldg. Fee 33.33% [9] 1993 8.90 153,600 100%
ST. LOUIS, MISSOURI
I-70 Center Fee 100% 1986 4.57 76,240 100%
1920 Beltway Fee 100% 1986 4.44 70,000 100%
Alfa Laval Fee 100% 1996 12.76 129,500 100%
EARTH CITY
Dukeport I Fee 100% 1996 21.24 403,200 100%
Dukeport II Fee 100% 1997 14.70 244,800 65%
RIVERPORT
Scripts Building Fee 100% 1992 10.81 119,000 100%
Riverport Dist. Fee 100% 1990 5.96 100,000 100%
Shultz Building Fee 100% 1989 3.36 45,200 100%
Southport I Fee 100% 1977 1.36 20,810 100%
Southport II Fee 100% 1978 1.53 22,400 100%
Southport Commerce
Ctr. Fee 100% 1978 2.65 34,873 99%
CLEVELAND, OHIO
Johnson Controls Fee 100% 1972 14.56 85,410 100%
Dyment Fee 100% 1988 12.00 246,140 100%
Mr. Coffee Fee 100% 1997 35.00 458,000 100%
SOLON INDUST.PARK
30600 Carter Fee 100% 1971 11.30 190,188 90%
6230 Cochran Fee 100% 1977 7.20 100,365 84%
31900 Solon-Front Fee 100% 1974 8.30 85,000 100%
5821 Solon Fee 100% 1970 5.80 66,638 100%
6161 Cochran Fee 100% 1978 6.10 62,400 85%
5901 Harper Fee 100% 1970 4.10 54,719 70%
29125 Solon Fee 100% 1980 5.90 47,329 100%
6661 Cochran Fee 100% 1979 4.70 39,000 100%
6521 Davis Fee 100% 1979 3.20 21,600 100%
31900 Solon - Rear Fee 100% 1982 5.30 7,193 100%
MINNEAPOLIS, MINNESOTA
Enterprise
Indust. C Fee 100% 1979 10.88 165,755 76%
Apollo Dist.Ctr. Fee 100% 1997 11.05 168,480 0%
Sibley Indust.Ctr. Fee 100% 1973 2.88 54,612 100%
Sibley Indust.Ctr. Fee 100% 1972 2.58 37,800 100%
Sibley Indust.Ctr. Fee 100% 1968 4.10 32,810 39%
Yankee Place Fee 100% 1986 19.03 221,075 90%
- 8 -
<PAGE>
NET PERCENT
PARTNER- YEAR LAND RENTABLE OCCUPIED AT
NAME/ OWNERSHIP SHIP'S CONSTD/ AREA AREA DECEMBER 31,
LOCATION INTEREST OWNERSHIP EXPANDED (ACRES) (SQ.FT.) 1997
- -------------- -------- --------- -------- ------- -------- ------------
Larc Indust.
Park I Fee 100% 1977 4.59 67,200 85%
Larc Indust.
Park II Fee 100% 1976 3.70 54,000 99%
Larc Indust.
Park III Fee 100% 1980 2.38 30,800 100%
Larc Indust.
Park IV Fee 100% 1980 1.06 13,800 41%
Larc Indust.
Park V Fee 100% 1980 1.54 22,880 100%
Larc Indust.
Park VI Fee 100% 1975 3.91 63,600 81%
Larc Indust.
Park VII Fee 100% 1973 2.65 41,088 100%
Hampshire
Dist.Ctr. Fee 100% 1979 9.26 159,200 100%
Hampshire
Dist.Ctrs. Fee 100% 1979 9.40 157,000 100%
Penn Corp.Bldg. Fee 100% 1977 2.08 40,844 100%
Bloomington
Indust. Fee 100% 1963 7.40 100,852 78%
Edina Interchange
I Fee 100% 1995 4.73 73,809 95%
Edina Interchange
II Fee 100% 1980 3.46 55,006 100%
Edina Interchange
III Fee 100% 1981 6.39 62,784 100%
Edina Interchange
IV Fee 100% 1974 1.99 22,440 75%
Edina Interchange
V Fee 100% 1974 4.92 139,101 100%
Pakwa Bus. Park
I Fee 100% 1979 1.67 38,196 100%
Pakwa Bus. Park
II Fee 100% 1979 1.41 21,254 100%
Pakwa Bus. Park
III Fee 100% 1979 1.32 19,978 89%
7540 Bush Lake Rd. Fee 100% 1967 4.74 72,300 100%
Cahill Bus. Center Fee 100% 1980 3.90 60,082 100%
Encore Park Fee 100% 1977 14.50 126,858 100%
Johnson Bldg. Fee 100% 1974 2.09 62,718 97%
Cornerstone Bus. Fee 100% 1996 13.49 222,494 100%
Westside Bus.Park Fee 100% 1987 9.10 114,800 100%
Oxford Indust. Fee 100% 1971 1.23 16,736 0%
Cedar Lake
Bus.Ctr. Fee 100% 1976 3.05 50,400 100%
Medicine Lake
Indust. Fee 100% 1970 16.37 222,893 100%
801 Zane Ave. N. Fee 100% 1989 4.93 84,219 100%
Decatur Bus.Ctr. Fee 100% 1982 3.96 44,279 100%
Sandburg
Indust.Ctr. Fee 100% 1973 5.68 94,612 100%
Crystal
Indust.Ctr. Fee 100% 1974 3.23 72,000 96%
Bass Lake Bus.Ctr. Fee 100% 1981 5.33 47,368 100%
OFFICE
- -------
INDIANAPOLIS,
INDIANA
PARK 100
BUSINESS PARK
Building 34 Fee 100% 1979 2.00 22,272 97%
Building 116 Fee 100% 1988 5.28 35,700 84%
Building 118 Fee 100% 1988 6.50 35,700 100%
Building 119 Fee 100% 1989 6.50 53,300 100%
CopyRite Bldg. Fee 50% [4] 1992 3.88 48,000 100%
Building 132 Fee 100% 1997 4.40 27,600 43%
WOODFIELD AT
THE CROSSING
Two Woodfield
Crsg. Fee 100% 1987 7.50 117,818 84%
Three Woodfield
Crsg. Fee 100% 1989 13.30 259,777 98%
PARKWOOD CROSSING
One Parkwood Fee 100% 1989 5.93 108,281 100%
Two Parkwood Fee 100% 1996 5.96 93,950 100%
Three Parkwood Fee 100% 1997 6.24 121,246 89%
SHADELAND STATION
7240 Shadeland
Sta. Fee 66.67% [10] 1985 2.14 45,585 82%
7330 Shadeland
Sta. Fee 100% 1988 4.50 42,619 87%
7340 Shadeland
Sta. Fee 100% 1989 2.50 32,235 77%
7351 Shadeland
Sta. Fee 100% 1983 2.14 27,740 92%
7369 Shadeland
Sta. Fee 100% 1989 2.20 15,551 100%
7400 Shadeland
Sta. Fee 100% 1990 2.80 49,544 100%
KEYSTONE AT THE CROSSING
F.C. Tucker Bldg. Fee/Ground
Lease [11] 100% 1978 N/A 4,840 100%
3520 Commerce Ground/Bldg.
Crsg. Lease [12] 100% 1976 2.69 30,000 0%
8465 Keystone Fee 100% 1983 1.31 28,298 99%
8555 Keystone Fee/Ground
Lease [11] 100% 1985 N/A 75,545 94%
Community MOB Fee 100% 1995 4.00 39,205 100%
- 9 -
<PAGE>
NET PERCENT
PARTNER- YEAR LAND RENTABLE OCCUPIED AT
NAME/ OWNERSHIP SHIP'S CONSTD/ AREA AREA DECEMBER 31,
LOCATION INTEREST OWNERSHIP EXPANDED (ACRES) (SQ.FT.) 1997
- --------------- --------- --------- -------- ------- ---------- ------------
HAMILTON CROSSING
Hamilton Crsg.
Bldg. 2 Fee 100% 1997 5.10 32,800 77%
GREENWOOD,
INDIANA
SOUTH PARK
BUSINESS CENTER
Building 1 Fee 100% 1989 5.40 39,715 96%
Building 3 Fee 100% 1990 3.25 35,900 100%
St. Francis Fee/ Ground
Medical Bldg. Lease [13] 100% 1995 N/A 95,579 95%
CINCINNATI, OHIO
GOVERNOR'S HILL
8600 Governor's
Hill Fee 100% 1986 10.79 200,584 97%
8700 Governor's
Hill Fee 100% 1985 4.98 58,617 100%
8790 Governor's
Hill Fee 100% 1985 5.00 58,177 95%
8800 Governor's
Hill Fee 100% 1985 2.13 28,700 100%
GOVERNOR'S POINTE
4605 Governor's
Pte. Fee 100% 1990 8.00 178,306 100%
4705 Governor's
Pte. Fee 100% 1988 7.50 140,984 100%
4770 Governor's
Pte. Fee 100% 1986 4.50 76,037 72%
Anthem Prescrip.
Mgmt. Fee 100% 1997 5.00 78,240 100%
Gov. Pte.
4660 Bldg. Fee 100% 1997 4.65 76,465 91%
PARK 50 TECHNECENTER
SDRC Building Fee 100% 1991 13.00 221,215 100%
Building 17 Fee 100% 1985 8.19 70,644 97%
DOWNTOWN CINCINNATI
311 Elm St. Ground/ Bldg. 1902/
Lease [14] 100% 1986 [15] N/A 90,127 100%
312 Plum St. Fee 100% 1987 0.69 230,489 89%
312 Elm St. Fee 100% 1992 1.10 378,786 96%
KENWOOD
Kenwood Commons
Bldg. I Fee 50% [16] 1986 2.09 46,145 100%
Kenwood Commons
Bldg. II Fee 50% [16] 1986 2.09 46,434 96%
Ohio National Fee 100% 1996 9.00 212,125 100%
Kenwood Exec.Ctr. Fee 100% 1981 3.46 49,984 97%
TRI-COUNTY
Triangle Off. 1965/
Park Fee 100% 1985 [17] 15.64 172,650 92%
Tri-County Off. 1971,1973,
Park Fee 100% 1982 [18] 11.27 102,166 88%
Executive Plaza I Fee 100% 1980 5.83 87,912 97%
Executive Plaza II Fee 100% 1981 5.02 88,885 100%
BLUE ASH
West Lake Center Fee 100% 1981 11.76 179,850 98%
Lake Forest Place Fee 100% 1985 13.50 217,264 94%
Huntington Bank
Building Fee 100% 1986 0.94 3,235 100%
Blue Ash Office
Center VI Fee 100% 1989 2.96 35,603 90%
OTHER OFFICE -
CINCINNATI
Fidelity Dr. Bldg. Fee 100% 1972 8.34 38,000 100%
Franciscan
Health Sys. Fee/Ground
Lease[19] 100% 1996 N/ A 36,634 100%
One Ashview Pl. Fee 100% 1989 6.88 120,853 100%
Remington Park
Bldg. A Fee 100% 1982 3.20 38,236 100%
Remington Park
Bldg. B Fee 100% 1982 3.20 38,320 99%
COLUMBUS, OHIO
TUTTLE CROSSING
4600 Lakehurst
(Sterling 1) Fee 100% 1990 7.66 106,300 100%
4650 Lakehurst
(Litel) Fee 100% 1990 13.00 164,639 100%
5555 Parkcenter
(Xerox) Fee 100% 1992 6.09 83,971 94%
4700 Lakehurst
(Indiana Ins.) Fee 100% 1994 3.86 49,600 100%
Sterling 2 Fee 100% 1995 3.33 57,660 100%
John Alden Fee 100% 1995 6.51 101,112 76%
Cardinal Health Fee 100% 1995 10.95 132,854 100%
Nationwide Fee 100% 1996 17.90 315,102 100%
Sterling 3 Fee 100% 1996 3.56 64,500 100%
- 10 -
<PAGE>
NET PERCENT
PARTNER- YEAR LAND RENTABLE OCCUPIED AT
NAME/ OWNERSHIP SHIP'S CONSTD/ AREA AREA DECEMBER 31,
LOCATION INTEREST OWNERSHIP EXPANDED (ACRES) (SQ.FT.) 1997
- -------------- --------- --------- -------- --------- --------- ------------
Parkwood Place Fee 100% 1997 9.08 156,000 100%
Metrocenter III Fee 100% 1983 5.91 73,757 100%
Veterans Admin.
Clinic Fee 100% 1994 4.98 118,000 100%
Scioto Corp.Ctr. Fee 100% 1987 7.58 57,251 98%
CompManagement Fee 100% 1997 5.60 68,700 100%
CLEVELAND, OHIO
Rock Run - N. Fee 100% 1984 5.00 62,565 99%
Rock Run - Ctr. Fee 100% 1985 5.00 61,099 93%
Rock Run - S. Fee 100% 1986 5.00 62,989 84%
Freedom Sq. I Fee 100% 1980 2.59 40,208 96%
Freedom Sq. II Fee 100% 1987 7.41 116,665 92%
Corporate Plaza I Fee 100% 1989 6.10 114,028 99%
Corporate Plaza II Fee 100% 1991 4.90 103,834 90%
One Corp.Exc. Fee 100% 1989 5.30 88,376 91%
Corporate Ctr. I Fee 100% 1985 5.33 99,260 99%
Corporate Ctr. II Fee 100% 1987 5.32 104,402 82%
Corporate Place Fee 100% 1988 4.50 84,768 98%
Corporate Circle Fee 100% 1983 6.65 120,444 99%
Freedom Sq. III Fee 100% 1997 2.00 71,025 87%
6111 Oak Tree Fee 100% 1979-1995 5.00 70,906 83%
Landerbrook Fee 100% 1997 8.00 110,148 72%
ST. LOUIS, MISSOURI
Laumeier I Fee 100% 1987 4.26 113,852 100%
Laumeier II Fee 100% 1988 4.64 112,477 100%
Westview Place Fee 100% 1988 2.69 114,722 97%
Westmark Fee 100% 1987 6.95 123,889 100%
EARTH CITY
3300 Pointe 70 Fee 100% 1989 6.61 103,549 99%
3322 NGIC Fee 100% 1987 6.61 112,000 100%
Riverport Tower Fee 100% 1991 22.03 317,891 100%
MARYVILLE CENTER
500 Maryville Ctr. Fee 100% 1984 9.27 165,544 100%
530 Maryville Ctr. Fee 100% 1990 5.31 107,957 98%
550 Maryville Ctr. Fee 100% 1988 4.55 97,109 96%
635 Maryville Ctr. Fee 100% 1987 8.78 148,307 97%
655 Maryville Ctr. Fee 100% 1994 6.26 90,499 100%
540 Maryville Ctr. Fee 100% 1990 5.23 107,973 98%
Twin Oaks Fee 100% 1980 5.91 85,066 98%
625 Maryville Ctr. Fee 50% 1994 6.26 101,576 100%
CHICAGO, ILLINOIS
Central Park
of Lisle Fee 50% [20] 1990 8.88 345,200 93%
Executive Towers
I Fee 100% 1983 6.33 203,302 96%
Executive Towers
II Fee 100% 1984 6.33 224,140 99%
Executive Towers
III Fee 100% 1987 6.33 222,400 100%
MINNEAPOLIS, MINNESOTA
10801 Red Circ.Dr. Fee 100% 1977 4.00 60,078 100%
Medicine Lake
Prof. Bldg. Fee 100% 1970 1.54 8,100 100%
RETAIL
- ------
INDIANAPOLIS,
INDIANA
PARK 100
BUSINESS PARK
Building 32 Fee 100% 1978 0.82 14,504 58%
Building 121 Fee 100% 1989 2.27 19,716 76%
CASTLETON CORNER
Michael's Plaza Fee 100% 1984 4.50 46,374 100%
Cub Plaza Fee 100% 1986 6.83 60,136 100%
FORT WAYNE, INDIANA
Coldwater Crossing Fee 100% 1990 35.38 246,365 89%
- 11 -
<PAGE>
NET PERCENT
PARTNER- YEAR LAND RENTABLE OCCUPIED AT
NAME/ OWNERSHIP SHIP'S CONSTD/ AREA AREA DECEMBER 31,
LOCATION INTEREST OWNERSHIP EXPANDED (ACRES) (SQ.FT.) 1997
- -------------- --------- --------- ---------- ------ --------- ------------
GREENWOOD, INDIANA
GREENWOOD CORNER
First Indiana
Bank Branch Fee 100% 1988 1.00 2,400 100%
Greenwood Corner
Shoppes Fee 100% 1986 7.45 50,840 84%
DAYTON, OHIO
Sugarcreek Plaza Fee 100% 1988 17.46 77,940 97%
CINCINNATI, OHIO
Governor's Plaza Fee 100% 1990 35.00 181,493 99%
King's Mall Shp.
Ctr. I Fee 100% 1990 5.68 52,661 94%
King's Mall Shp.
Ctr. II Fee 100% 1988 8.90 67,725 92%
Steinberg's Fee 100% 1993 1.90 21,008 100%
Kohl's Fee 100% 1994 12.00 80,684 100%
Sports Unlimited Fee 100% 1994 7.00 67,148 100%
Eastgate Square Fee 100% 1990/1996 11.60 94,182 100%
Office Max Fee 100% 1995 2.25 23,484 100%
Sofa Express-
Governor's Plaza Fee 100% 1995 1.13 15,000 100%
Bigg's Supercenter Fee 100% 1996 14.00 170,791 100%
Fountain Place Fee 25% [21] 1997 1.98 207,170 95%
GOVERNOR'S POINTE
Lowe's Fee 100% 1997 15.00 128,747 100%
FLORENCE, KENTUCKY
Sofa Express Fee 100% 1997 1.78 20,250 100%
BLOOMINGTON, ILLINOIS
Lakewood Plaza Fee 100% 1987 11.23 87,010 94%
CHAMPAIGN, ILLINOIS
Market View Fee 100% 1985 8.50 86,553 88%
COLUMBUS, OHIO
Galyans Trading
Co. Fee 100% 1984 4.90 74,636 100%
Tuttle Retail Ctr. Fee 100% 1995/1996 13.44 144,340 100%
-------- ----------
IN-SERVICE TOTAL 2,706.39 40,668,043
-------- ----------
</TABLE>
<TABLE>
<CAPTION>
UNDER CONSTRUCTION
- ------------------
NET PERCENT
PARTNER- EXPECTED LAND RENTABLE PRE-LEASED AT
NAME/ OWNERSHIP SHIP'S IN-SERVICE AREA AREA DECEMBER 31,
LOCATION INTEREST OWNERSHIP DATE (ACRES) (SQ.FT.) 1997
- -------------- --------- --------- ---------- ------ --------- -------------
<S> <C> <C> <C> <C> <C> <C>
INDUSTRIAL
- ----------
INDIANAPOLIS,
INDIANA
PARK 100
BUSINESS PARK
Building 134 Fee 100% May-98 8.70 110,400 41%
Franklin Rd.Exp. Fee 100% Mar-98 9.35 150,000 61%
PARK FLETCHER
BUSINESS PARK
Building 35 Fee 50% [1] Oct-97 8.10 96,000 67%
Building 36 Fee 50% [1] Feb-98 3.90 52,800 0%
LEBANON,
INDIANA
LEBANON BUSINESS
PARK
Prentice Hall Fee 100% Jan-98 38.90 577,340 100%
Lebanon
(General Cable) Fee 100% May-98 23.30 395,472 50%
Thomson Consumer
Exp. Fee 50% Jun-98 12.02 740,155 100%
CINCINNATI, OHIO
WORLD PARK
World Park Bldg 28 Fee 100% Jan-98 11.60 220,160 87%
World Park Bldg 29 Fee 100% Apr-98 21.40 452,000 100%
COLUMBUS, OHIO
Sun TV Exp. Fee 100% Jun-98 12.00 231,936 100%
- 12 -
NET PERCENT
PARTNER- EXPECTED LAND RENTABLE PRE-LEASED AT
NAME/ OWNERSHIP SHIP'S IN-SERVICE AREA AREA DECEMBER 31,
LOCATION INTEREST OWNERSHIP DATE (ACRES) (SQ.FT.) 1997
- -------------- --------- --------- ---------- ------ -------- -------------
CLEVELAND, OHIO
Fountain Pkwy.
Bldg 1 Fee 100% May-98 6.50 108,704 0%
CLEVELAND, OHIO
Strongsville
Bldg.1 Fee 100% May-98 4.50 72,000 0%
ST. LOUIS, MISSOURI
EARTH CITY
Dukeport 3 Fee 100% Dec-97 9.50 214,400 0%
Dukeport 4 Fee 100% Apr-98 12.70 153,600 0%
West Port Ctr.I Fee 100% May-98 11.90 177,600 0%
OFFICE
- ------
INDIANAPOLIS,
INDIANA
PARK 100
BUSINESS PARK
Building 135 Fee 100% Mar-98 6.00 77,125 74%
RIVER ROAD
Software Artistry Fee 100% Jan-98 6.90 108,273 75%
PARKWOOD CROSSING
Four Parkwood Fee 100% Sep-98 5.90 132,836 0%
CINCINNATI, OHIO
Gov. Pte.
4680 Bldg. Fee 100% Aug-98 9.80 126,102 0%
COLUMBUS, OHIO
TUTTLE CROSSING
Rings Road
Off.Bldg. Fee 100% Apr-98 11.01 145,000 29%
Sterling 4 Fee 100% Apr-98 3.10 94,219 100%
One Easton Oval Fee 100% May-98 7.69 127,080 0%
ST. LOUIS, MISSOURI
EARTH CITY
MCI Fee 100% May-98 11.90 97,356 100%
520 Maryville Ctr. Fee 100% Dec-98 5.30 113,659 0%
NASHVILLE, TENNESSEE
CREEKSIDE CROSSING
Creekside Crsg.One Fee 100% Jul-98 5.35 112,800 0%
CLEVELAND, OHIO
Park Center Bldg.1 Fee 100% Oct-98 6.68 133,550 0%
RETAIL
- ------
Cincinnati, Ohio
Tri-County Mktpl. Fee 100% Oct-98 10.38 74,174 100%
Western Hills
Mktpl. Fee 100% Sep-98 10.50 148,140 82%
-------- ----------
UNDER CONSTUCTIION TOTAL 294.88 5,242,881
-------- ----------
3,001.27 45,910,924
======== ==========
</TABLE>
[1] These buildings are owned by a limited liability company in which the
Partnership is a 50.1% member. The Partnership shares in the profit or loss
from such buildings in accordance with the Partnership's ownership interest.
This limited liability company owns a 50% general partnership interest in
Park Fletcher Buildings 27 and 28 and shares in the profit or loss from
these buildings in accordance with the limited liability company's interest.
[2] These buildings are owned by a partnership in which the Partnership is a
partner. The Partnership owns a 10% capital interest in the partnership and
receives a 50% interest in the residual cash flow after payment of a 9%
preferred return to the other partner on its capital interest.
- 13 -
<PAGE>
[3] This building was constructed in 1994 and expanded in 1997.
[4] This building is owned in partnership with a tenant of the building. The
Partnership owns a 50% general partnership interest in the partnership. The
Partnership shares in the profit or loss from the building in accordance
with such ownership interest.
[5] This building was constructed in three phases; 1962, 1971 and 1974.
[6] This building was contributed to the limited liability company referenced
in footnote [1] in 1996.
[7] This building is owned by a limited partnership in which the Partnership
has a 1% general partnership interest and a 39% limited partnership
interest. The Partnership shares in the profit or loss from such building in
accordance with the Partnership's ownership interest.
[8] This building was renovated in 1996.
[9] This building is owned by a partnership in which the Partnership owns a
33.33% limited partnership interest. The Partnership shares in the profit or
loss from the building in accordance with such ownership interest.
[10] The Partnership owns a 66.67% general partnership interest in the
partnership owning this building. The Partnership shares in the profit or
loss of this building in accordance with the Partnership's ownership
interest.
[11] The Partnership owns the building and has a leasehold interest in
the land underlying this building with a lease term expiring October 31,
2067.
[12] The Partnership has a leasehold interest in this building with a
lease term expiring May 9, 2006.
[13] The Partnership owns this building and has aleasehold interest in the
land underlying this building with a lease term expiring August 2045, with
two 20-year options to renew.
[14] The Partnership has a leasehold interest in the building and the
underlying land with a lease term expiring June 30, 2020. The Partnership
has an option to purchase the fee interest in the property throughout the
term of the lease.
[15] This building was renovated in 1986.
[16] These buildings are owned by a partnership in which the Partnership
has a 50% general partnership interest. The Partnership shares in the
profit or loss from such buildings in accordance with such ownership
interest.
[17] This building was renovated in 1985.
[18] Tri-County Office Park consists of four buildings. One was built in
1971, two were built in 1973, and one was built in 1982.
[19] The Partnership owns this building and has a leasehold interest in
the land underlying this building with a lease term expiring June 2095.
[20] This building is owned by a limited liability company in which the
Partnership is a 50% member. The Partnership shares in the profit or loss of
this building in accordance with the Partnership's ownership interest.
[21] This building is owned through a limited liability company in which the
Partnership is a 25% member. The limited liability company will own a 57.5%
interest in the Fountain Place retail project.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Partnership or any
subsidiary was a party or to which any of their property is subject
other than routine litigation incidental to the Partnership's
business. In the opinion of management, such litigation is not
material to the Partnership's business operations or financial
condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 1997.
- 14 -
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is no established public trading market for the Common Units.
The following table sets forth the cash distributions paid during each
quarter. Comparable cash distributions are expected in the future. As
of March 1, 1998, there were 154 record holders of Common Units.
On January 29, 1998, the Partnership declared a quarterly cash
distribution of $0.30 per Common Unit payable on February 27, 1998 to
Common Unitholders of record on February 13, 1998.
<TABLE>
<CAPTION>
1997 DISTRIBUTIONS (1) 1996 DISTRIBUTIONS (1)
QUARTER ENDED ---------------------- ----------------------
-------------
<S> <C> <C>
December 31 $.300 $.255
September 30 .295 .255
June 30 .255 .245
March 31 .255 .245
</TABLE>
(1) All distribution amounts reflect the General Partner's two-for-one stock
split effected in August 1997.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following sets forth selected consolidated financial and
operating information on a historical basis for the Partnership for
each of the years in the five-year period ended December 31, 1997.
The following information should be read in conjunction with Item 7,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Item 8, "Financial Statements and
Supplementary Data" included in this Form 10-K (in thousands, except
per share amounts):
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Revenues:
Rental Operations $ 229,702 $ 162,160 $ 113,641 $ 89,299 $ 33,648
Service Operations 22,378 19,929 17,777 18,473 5,654
--------- --------- --------- -------- -------
TOTAL REVENUES $ 252,080 $ 182,089 $ 131,418 $ 107,772 $ 39,302
========= ========= ========= ======== =======
NET INCOME AVAILABLE
FOR COMMON UNITS $ 72,780 $ 58,713 $ 41,600 $ 32,968 $ 6,670
========= ========= ========= ======== =======
PER SHARE DATA (1):
Net Income per
Common Unit
Basic $ .98 $ .92 $ .78 $ .77 $ .51
Diluted .97 .91 .77 .77 .51
Dividends per
Common Unit 1.10 1.00 .96 .92 .84
Weighted Average
Common Units
Outstanding 74,142 63,960 53,582 42,934 13,080
Weighted Average
Common and Dilutive
Potential Common
Units 74,993 64,398 53,802 43,001 13,097
BALANCE SHEET DATA
(AT DECEMBER 31):
Total Assets $2,177,174 $1,362,399 $1,046,532 $775,884 $633,855
Total Debt 720,119 525,815 454,820 298,640 248,433
Total Preferred
Equity 218,906 72,856 - - -
Total Partners'
Equity 1,324,780 769,269 540,221 447,298 349,695
Total Common Units
Outstanding (1) 87,054 66,364 56,606 48,768 40,956
OTHER DATA:
Funds From $ 118,828 $ 87,434 $ 64,846 $ 47,907 $ 13,474
Operations (2)
Cash Flow Provided by
(Used by):
Operating activities $ 158,776 $ 95,470 $ 78,637 $ 51,856 $ 14,363
Investing activities (597,015) (277,009) (289,569) (116,227)(315,025)
Financing activities 443,265 181,203 176,187 94,733 310,717
</TABLE>
(1) Information for 1993 has been adjusted for the General Partner's
1 for 4.2 reverse stock split effected in 1993. Information for
all five years reflects the General Partner's two-for-one stock
split effected in August 1997.
- 15 -
<PAGE>
(2) Funds From Operations is defined by the National Association
of Real Estate Investment Trusts as net income or loss excluding
gains or losses from debt restructuring and sales of property
plus depreciation and amortization, and after adjustments for
minority interest, unconsolidated partnerships and joint ventures
(adjustments for minority interests, unconsolidated partnerships
and joint ventures are calculated to reflect Funds From Operations
on the same basis). Funds From Operations does not represent cash
flow from operations as defined by generally accepted accounting
principles, should not be considered as an alternative to net
income as an indicator of the Partnership's operating performance,
and is not indicative of cash available to fund all cash flow
needs.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
--------
The Partnership's operating results depend primarily upon income from
the rental operations of its industrial, office and retail properties
located in its primary markets. This income from rental operations is
substantially influenced by the supply and demand for the Partnership's
rental space in its primary markets. In addition, the Partnership's
continued growth is dependent upon its ability to maintain occupancy rates
and increase rental rates on its in-service portfolio and to continue
development and acquisition of additional rental properties.
The Partnership's primary markets in the Midwest have continued to
offer strong and stable local economies and have provided attractive
new development opportunities because of their central location,
established manufacturing base, skilled work force and moderate labor
costs. Consequently, the Partnership's occupancy rate of its in-
service portfolio has averaged 94.5% the last two years and was 94.1%
at December 31, 1997. The Partnership expects to maintain its overall
occupancy at comparable levels and also expects to increase rental
rates as leases are renewed or new leases are executed. This stable
occupancy as well as increasing rental rates should improve the
Partnership's results of operations from its in-service properties.
The Partnership's strategy for continued growth also includes
developing and acquiring additional rental properties in its primary
markets and expanding into other attractive Midwestern markets.
A new statistic that the Partnership started tracking in 1996 is Same
Property Performance which compares those properties that were fully
in-service for all of a two-year period. Because of the rapid growth
of the Partnership, this population of properties only represented
45.3% and 42.2% of the in-service portfolio at December 31, 1997 and
December 31, 1996, respectively. As a result of the loss of a 90,000
square foot downtown Cincinnati office tenant in 1996, along with the
effects of a property tax reassessment in another downtown Cincinnati
property, Same Property FFO increased only 1.1% from 1995 to 1996. In
1997, Same Property FFO improved significantly with a 4.7% increase
over 1996.
The following table sets forth information regarding the
Partnership's in-service portfolio of rental properties as of
December 31, 1997 and 1996 (square feet in thousands):
<TABLE>
<CAPTION>
Total Percent of
Square Feet Total Square Feet Percent Occupied
------------- ------------------- -----------------
Type 1997 1996 1997 1996 1997 1996
---- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
INDUSTRIAL
Service Centers 3,707 3,151 9.1% 11.5% 91.9% 94.0%
Bulk 24,173 15,173 59.4% 55.4% 93.5% 95.1%
OFFICE
Suburban 9,758 6,319 24.0% 23.1% 95.9% 96.6%
CBD 699 699 1.7% 2.5% 93.9% 87.1%
Medical 290 370 .8% 1.3% 98.4% 92.8%
RETAIL 2,041 1,690 5.0% 6.2% 95.8% 93.7%
------ ------- ------- ------ ------- -------
Total 40,668 27,402 100.0% 100.0% 94.1% 95.0%
====== ======= ======= ====== ======= =======
</TABLE>
- 16 -
<PAGE>
Management expects occupancy of the in-service property portfolio to
remain stable because (i) only 10.2% and 12.2% of the Partnership's
occupied square footage is subject to leases expiring in 1998 and
1999, respectively, and (ii) the Partnership's renewal percentage
averaged 81%, 80% and 65% in 1997, 1996 and 1995, respectively.
The following table reflects the Partnership's in-service lease
expiration schedule as of December 31, 1997, by product type
indicating square footage and annualized net effective rents under
expiring leases (in thousands, except per square foot amounts):
<TABLE>
<CAPTION>
Industrial Office Retail Total
Portfolio Portfolio Portfolio Portfolio
-------------- --------------- --------------- -----------------
Yr of Sq Sq Sq Sq
Exp. Ft Rent Ft Rent Ft Rent Ft Rent
- ---- ------ ------ ----- ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1998 2,951 $ 11,508 874 $ 9,738 81 $ 918 3,906 $ 22,164
1999 3,236 13,738 1,322 14,560 114 1,197 4,672 29,495
2000 2,739 11,696 1,052 13,675 126 1,525 3,917 26,896
2001 2,944 11,940 1,465 17,639 89 1,064 4,498 30,643
2002 3,821 15,234 1,443 16,597 157 1,747 5,421 33,578
2003 1,455 5,880 475 5,661 57 541 1,987 12,082
2004 775 3,465 298 3,659 17 178 1,090 7,302
2005 1,761 5,593 924 12,916 177 1,518 2,862 20,027
2006 2,052 7,212 625 9,606 5 67 2,682 16,885
2007 1,875 5,813 362 4,638 76 760 2,313 11,211
There-
after 2,394 8,995 1,461 20,190 1,055 8,513 4,910 37,698
------ ------- ------ ------- ----- ------ ------ ------
Total
Leased 26,003 $101,074 10,301 $128,879 1,954 $18,028 38,258 $247,981
====== ======= ====== ======= ===== ====== ====== =====
Total
Port. 27,880 10,747 2,041 40,668
====== ====== ===== ======
Annualized
Net effective
rent per sq.
ft. leased $ 3.89 $ 12.51 $ 9.23 $ 6.48
======= ======= ====== =======
</TABLE>
This stable occupancy, along with increasing rental rates in each of
the Partnership's markets, will allow the in-service portfolio to
continue to provide a comparable or increasing level of earnings from
rental operations. The Partnership also expects to realize growth in
earnings from rental operations through (i) the development and
acquisition of additional rental properties in its primary markets;
(ii) the expansion into other attractive Midwestern markets; and (iii)
the completion of the 5.2 million square feet of properties under
development at December 31, 1997 over the next five quarters. The 5.2
million square feet of properties under development should provide
future earnings from rental operations growth for the Partnership as
they are placed in service as follows (in thousands, except
percentages):
<TABLE>
<CAPTION>
Anticipated Estimated Anticipated
In-Service Square Percent Project Stabilized
Date Feet Pre-Leased Costs Return
- ------------ ------ ---------- ---------- -----------
<S> <C> <C> <C> <C>
1st Quarter 1998 1,496 71% $ 50,258 11.3%
2nd Quarter 1998 2,779 68% 96,427 11.1%
3rd Quarter 1998 387 31% 35,119 12.1%
4th Quarter 1998
and thereafter 581 13% 75,508 11.2%
------ -------
5,243 60% $257,312 11.3%
====== =======
</TABLE>
- 17 -
<PAGE>
RESULTS OF OPERATIONS
---------------------
A summary of the Partnership's operating results and property
statistics for each of the years in the three-year period ended
December 31, 1997 is as follows (in thousands, except number of
properties and per share amounts):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Rental Operations revenues $229,702 $162,160 $113,641
Service Operations revenues 22,378 19,929 17,777
Earnings from Rental Operations 83,740 54,332 37,237
Earnings from Service Operations 7,153 6,436 6,564
Operating income 83,575 56,715 40,557
Net income available for
common units $ 72,780 $ 58,713 $ 41,600
Weighted average common units
outstanding (1) 74,142 63,960 53,582
Weighted average common and
dilutive potential
common units (1) 74,993 364,398 53,802
Basic income per
common units (1) $ .98 $ .92 $ .78
Diluted income per
common units (1) $ .97 $ .91 $ .77
Number of in-service properties
at end of year 355 249 201
In-service square footage at
end of year 40,668 27,402 20,073
Under development square footage
at end of year 5,243 3,801 3,448
</TABLE>
(1) As adjusted for the General Partner's two-for-one stock split
effected in August 1997.
COMPARISON OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------
Rental Operations
-----------------
The Partnership increased its in-service portfolio of rental
properties from 249 properties comprising 27.4 million square feet at
December 31, 1996 to 355 properties comprising 40.7 million square
feet at December 31, 1997 through the acquisition of 84 properties
totaling 8.4 million square feet and the placement in service of 28
properties and two building expansions totaling 5.4 million square
feet developed by the Partnership.
The Partnership also disposed of six properties totaling 443,000
square feet. These 106 net additional rental properties primarily
account for the $67.5 million increase in revenues from Rental
Operations from 1996 to 1997. The increase from 1996 to 1997 in
rental expenses, real estate taxes and depreciation and amortization
expense is also a result of the additional 106 in-service rental
properties.
Interest expense increased by approximately $7.7 million. This
increase was primarily because of interest expense on the $90 million
of unsecured debt which the Partnership issued in 1996 under its
medium-term note program. These notes bear interest at a weighted
average rate of 7.20% and were outstanding a full year in 1997 as
compared to less than six months in 1996. The Partnership also issued
$100 million of unsecured debt in 1997 which bears interest at an
effective interest rate of 7.35%. The proceeds from these debt
issuances were used to fund development and acquisition of additional
rental properties.
As a result of the above mentioned items, earnings from Rental
Operations increased $29.4 million from $54.3 million for the year
ended December 31, 1996 to $83.7 million for the year ended December
31, 1997.
- 18 -
<PAGE>
Service Operations
------------------
Service Operations revenues increased from $19.9 million to $22.4
million for the year ended December 31, 1997 as compared to the year
ended December 31, 1996 primarily as a result of increases in
construction management fee revenue because of an increase in third-
party construction volume. Service Operations expenses increased from
$13.5 million to $15.2 million for the year ended December 31, 1997
as compared to the year ended December 31, 1996 primarily as a result
of an increase in operating expenses resulting from the overall
growth of the Partnership and the additional regional offices opened
in 1996 and 1997.
As a result of the above-mentioned items, earnings from Service
Operations increased from $6.4 million to $7.2 million for the years
ended December 31, 1996 and 1997, respectively.
General and Administrative Expense
----------------------------------
General and administrative expense increased from $4.1 million for
the year ended December 31, 1996 to $7.3 million for the year ended
December 31, 1997 primarily as a result of increased state and local
taxes due to the growth in revenues and net income of the Partnership.
Property advertising expense also increased as a result
of the expanding size of the Partnership.
Other Income (Expense)
----------------------
Interest income increased from $1.2 million for the year ended
December 31, 1996 to $2.2 million for the year ended December 31,
1997 as a result of the temporary short-term investment of a greater
amount of proceeds from the 1997 debt and equity offerings. Other
expense consists of costs incurred in pursuit of unsuccessful
development or acquisition opportunities.
During the year ended December 31, 1996, the Partnership sold a
251,000 square foot corporate headquarters facility pursuant to a
purchase option contained in the original agreement to lease the
building. The project was sold for approximately $32.9 million and
the Partnership recognized a gain of approximately $1.6 million on
the sale. The Partnership also realized gains totaling $2.9 million
in 1996 related to the sale of a retail center and several parcels of
land.
Net Income Available for Common Units
-------------------------------------
Net income available for common units for the year ended December 31,
1997 was $72.8 million compared to $58.7 million for the year ended
December 31, 1996. This increase results primarily from the
increases in the operating results of rental and service operations
explained above.
COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------
Rental Operations
-----------------
The Partnership increased its in-service portfolio of rental
properties from 201 properties comprising 20.1 million square feet at
December 31, 1995 to 249 properties comprising 27.4 million square
feet at December 31, 1996 through the acquisition of 34 properties
totaling 3.4 million square feet and the placement in service of 16
properties and four building expansions totaling 4.1 million square
feet developed by the Partnership.
- 19 -
<PAGE>
The Partnership also disposed of two properties totaling 182,000
square feet. These 48 net additional rental properties primarily
account for the $48.5 million increase in revenues from Rental
Operations from 1995 to 1996. The increase from 1995 to 1996 in
rental expenses, real estate taxes and depreciation and amortization
expense is also a result of the additional 48 in-service rental
properties.
Interest expense increased by approximately $9.9 million. This
increase was primarily because of interest expense on the $150.0
million of unsecured notes which the Partnership issued in September
1995. These notes bear interest at an effective rate of 7.46% and
were outstanding a full year in 1996 as compared to approximately
three months in 1995. The Partnership also issued $90.0 million of
unsecured debt under its medium-term note program in 1996 which bears
interest at a weighted average rate of 7.20%. The proceeds from these
debt issuances were used to fund development and acquisition of
additional rental properties during 1995 and 1996.
As a result of the above-mentioned items, earnings from Rental
Operations increased $17.0 million from $37.2 million for the year
ended December 31, 1995 to $54.3 million for the year ended December
31, 1996.
Service Operations
------------------
Service Operations revenues increased from $17.8 million to $19.9
million for the year ended December 31, 1996 as compared to the year
ended December 31, 1995 primarily as a result of increases in
construction management fee revenue because of an increase in
construction volume. Service Operations expenses increased from $11.2
million to $13.5 million for the year ended December 31, 1996 as
compared to the year ended December 31, 1995 primarily as a result of
an increase in operating expenses resulting from the overall growth
of the Partnership and the additional regional offices opened in 1995
and 1996.
As a result of the above-mentioned items, earnings from Service
Operations decreased from $6.6 million to $6.4 million for the years
ended December 31, 1995 and 1996, respectively.
General and Administrative Expense
----------------------------------
General and administrative expense increased from $3.2 million for
the year ended December 31, 1995 to $4.1 million for the year ended
December 31, 1996 primarily as a result of increased state and local
taxes due to the growth in revenues and net income of the
Partnership. Property advertising expense as well as certain public
company expenses also increased as a result of the expanding size of
the Partnership.
Other Income (Expense)
----------------------
Interest income decreased from $1.7 million for the year ended
December 31, 1995 to $1.2 million for the year ended December 31,
1996 as a result of the temporary short-term investment of a greater
amount of proceeds from the 1995 debt and equity offerings compared
to proceeds generated by the 1996 debt and equity offerings.
During the year ended December 31, 1996, the Partnership sold a
251,000 square foot corporate headquarters facility pursuant to a
purchase option contained in the original agreement to lease the
building. The project was sold for approximately $32.9 million and
the Partnership recognized a gain of approximately $1.6 million on
the sale. The Partnership also realized gains totaling $2.9 million
in 1996 related to the sale of a retail center and several parcels of
land.
- 20 -
<PAGE>
Net Income Available for Common Units
-------------------------------------
Net income available for common units for the year ended December 31,
1996 was $58.7 million compared to $41.6 million for the year ended
December 31, 1995. This increase results primarily from the changes
in the operating result of rental and service operations explained
above.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities totaling $158.8 million,
$95.5 million and $78.6 million for the years ended December 31,
1997, 1996 and 1995, respectively, represents the primary source of
liquidity to fund distributions to unitholders and minority interests
and to fund recurring costs associated with the renovation and re-
letting of the Partnership's properties. The primary reason for the
increases in net cash provided by operating activities is, as
discussed above under "Results of Operations," the increase in net
income each year resulting from the expansion of the in-service
portfolio through development and acquisitions of additional rental
properties.
Net cash used by investing activities totaling $597.0 million, $277.0
million and $289.6 million for the years ended December 31, 1997,
1996 and 1995, respectively, represents the investment of funds by
the Partnership to expand its portfolio of rental properties through
the development and acquisition of additional rental properties. In
1997, $620.5 million was invested in the development and acquisition
of additional rental properties and land held for development and
$14.3 million was used for recurring building and tenant improvements
and leasing costs.
Included in the $620.5 million of development and acquisition of
rental properties and land held for development for the year ended
December 31, 1997 is $1.3 million related to the acquisition of 41
industrial and suburban office buildings totaling 3.2 million gross
square feet in Minneapolis, Minnesota. The purchase price of these 41
buildings was approximately $144.7 million which included the
assumption of $93.1 million of mortgage debt, the issuance of $48.5
million of units of partnership interest in the Partnership's
operating partnership, and the assumption of approximately $1.8
million of accrued taxes and other liabilities.
Also included in $620.5 million of development and acquisition of
rental properties and land held for development for the year ended
December 31, 1997 is $27.9 million related to the acquisition of 8
suburban office buildings and 3 industrial buildings totaling 982,000
gross square feet and land held for development in St. Louis,
Missouri. The purchase price of these properties was approximately
$147.7 million which included the assumption of $77.8 million of
mortgage debt, the issuance of $40.8 million of units of partnership
interest in the Partnership's operating partnership and the
assumption of approximately $1.2 million of accrued taxes and other
liabilities.
Also in 1997, the Partnership sold six properties and several parcels
of land and received $32.6 million of net sales proceeds. These
proceeds were used to fund a portion of the 1997 development and
acquisition activity.
In 1996, $328.4 million was invested in the development and
acquisition of additional rental properties and land held for
development and $9.9 million was used for recurring building and
tenant improvements and leasing costs. In 1995, $250.3 million was
invested in the development and acquisition of additional rental
properties and land held for development and $8.6 million was used
for recurring building and tenant improvements and leasing costs.
- 21 -
<PAGE>
Net cash provided by financing activities totaling $443.3 million,
$181.2 million and $176.2 million for the years ended December 31,
1997, 1996 and 1995, respectively, is comprised of debt and equity
issuances, net of distributions to unitholders and minority interests
and repayments of outstanding indebtedness. In 1997, the Partnership
received $299.1 million of net proceeds from the General Partner's
common stock offerings which were used to pay down amounts
outstanding on the unsecured line of credit and to fund acquisition
and development of additional rental properties and land held for
development. During 1997, the Partnership also received $18.4 million
of net proceeds from the issuance of common stock under the General
Partner's Direct Stock Purchase and Dividend Reinvestment Plan. The
Partnership used these net proceeds to fund the development and
acquisition of additional rental properties. In July 1997, the
Partnership received $146.1 million of net proceeds from the General
Partner's preferred stock offering. In August 1997, the Partnership
issued $100.0 million of unsecured debt. This unsecured debt matures
in July 2004 and bears interest at an effective interest rate of
7.35%. The Partnership used the net proceeds from the preferred stock
and the unsecured debt offerings to reduce amounts outstanding under
the Partnership's lines of credit and to fund the development and
acquisition of additional rental properties.
In March 1996, the Partnership received $125.3 million of net
proceeds from the General Partner's common stock offering which was
used to pay down amounts outstanding on the unsecured line of credit.
During 1996, the Partnership also received $5.5 million of net
proceeds from the issuance of common stock under the General
Partner's Direct Stock Purchase and Dividend Reinvestment Plan. The
Partnership used these net proceeds to fund the development and
acquisition of additional rental properties.
In August 1996, the Partnership received $72.3 million of net
proceeds from the General Partner's preferred stock offering. In July
1996, the Partnership issued $40.0 million of unsecured debt under
its medium-term note program. These notes mature in July 2000 and
bear interest at 7.28%. In November 1996, the Partnership issued
$50.0 million of unsecured debt under its medium-term note program.
These notes mature in November 2004 and bear interest at 7.14%. The
Partnership used the net proceeds from the preferred stock offering
and the two medium-term note offerings to pay off approximately $82.5
million of existing secured debt which was scheduled to mature in the
fourth quarter of 1996 or early in 1997 and the remainder to fund the
development and acquisition of additional rental properties.
In 1995, the Partnership received $96.3 million of net proceeds from
the General Partner's common stock offering and used the proceeds to
fund development and acquisition of additional rental properties. In
1995, the Partnership also received $150.0 million from an unsecured
debt offering and used the proceeds to retire outstanding mortgage
indebtedness and to fund acquisition and development of additional
rental properties.
The recurring capital needs of the Partnership are funded primarily
through the undistributed net cash provided by operating activities.
An analysis of the Partnership's recurring capital expenditures is as
follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
----- ------ ------
<S> <C> <C> <C>
Tenant improvements $ 7,985 $6,048 $4,312
Leasing costs 5,057 3,032 3,519
Building improvements 1,211 780 757
------ ----- -----
Total $14,253 $9,860 $8,588
====== ===== =====
</TABLE>
The Partnership has a $200.0 million unsecured line of credit
available to fund the development and acquisition of additional
rental properties and to provide working capital as needed. This line
of credit matures in April 2001 and bears interest at the 30-day
London Interbank Offered Rate ("LIBOR") plus
- 22 -
<PAGE>
.80%. Borrowings of $13.0 million under this line of credit as of
December 31, 1997 bear interest at an effective rate of 6.74%. The
Partnership also has a demand $7.0 million secured line of credit
which is available to provide working capital. This facility bears
interest payable monthly at the 30-day LIBOR rate plus .65%. Borrowings
of $7.0 million are outstanding on this line of credit at December 31,
1997 and bear interest at an effective rate of 6.59%. The current 30-day
LIBOR rate as of March 2, 1998 is 5.68%.
The General Partner and the Partnership currently have on file two Form
S-3 Registration Statements with the Securities and Exchange Commission
(the "Shelf Registrations") which have remaining availability as of
December 31, 1997 of $504.1 million to issue additional common stock,
preferred stock and unsecured debt securities. The General Partner and
the Partnership intend to issue additional securities under such Shelf
Registrations to fund the development and acquisition of additional
rental properties.
The total debt outstanding at December 31, 1997 consists of notes
totaling $720.1 million with a weighted average interest rate of
7.58% maturing at various dates through 2017. The Partnership has
$353.0 million of unsecured debt and $367.1 million of secured debt
outstanding at December 31, 1997. Scheduled principal amortization of
such debt totaled $4.1 million for the year ended December 31, 1997.
A summary of the scheduled future amortization and maturities of the
Partnership's indebtedness is as follows (in thousands):
<TABLE>
<CAPTION>
Repayments
------------------------------------------- Weighted
Average
Interest Rate
Scheduled of Future
Year Amortization Maturities Total Repayments
- ---- ------------- ---------- ------ -----------
<S> <C> <C> <C> <C>
1998 $ 6,795 $ 47,714 $ 54,509 7.07%
1999 5,880 30,450 36,330 6.71%
2000 6,262 64,850 71,112 7.14%
2001 5,926 87,560 93,486 7.65%
2002 6,433 50,000 56,433 7.40%
2003 4,415 68,216 72,631 8.46%
2004 3,398 177,035 180,433 7.41%
2005 3,681 100,000 103,681 7.49%
2006 3,989 - 3,989 7.68%
2007 3,516 14,939 18,455 7.77%
Thereafter 29,060 - 29,060 7.69%
------ ------- -------
Total $79,355 $640,764 $720,119 7.58%
====== ======= =======
</TABLE>
The Partnership intends to pay regular quarterly dividends from net
cash provided by operating activities. A quarterly dividend of $.30
per common unit was declared on January 29, 1998 which represents an
annualized dividend of $1.20 per unit.
YEAR 2000
The Partnership has reviewed the impact of Year 2000 issues and has
determined that it is not expected to have a material impact on its
business, operations or its financial condition.
FUNDS FROM OPERATIONS
Management believes that Funds From Operations ("FFO"), which is
defined by the National Association of Real Estate Investment Trusts
as net income or loss excluding gains or losses from debt restructuring
and sales of property plus depreciation and amortization, and after
adjustments for minority interest, unconsolidated partnerships and joint
ventures (adjustments for minority interest, unconsolidated partnerships
and joint ventures are calculated to reflect FFO on the same basis), is
the industry standard for reporting the operations of real estate
investment trusts.
- 23-
<PAGE>
The following reflects the calculation of the Partnership's FFO for
the years ended December 31 (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Net income available for
common units $ 72,780 $58,713 $41,600
Add back:
Depreciation and amortization 44,806 31,363 23,118
Share of joint venture
depreciation and amortization 3,017 1,890 411
Earnings from property sales (1,775) (4,532) (283)
------- ------ ------
Funds From Operations $118,828 $87,434 $64,846
======= ====== ======
Cash flow provided by (used by):
Operating activities $158,776 $95,470 $78,637
Investing activities (597,015) (277,009) (289,569)
Financing activities 443,265 181,203 176,187
</TABLE>
The increase in FFO during the three-year period results primarily
from the increased in-service rental property portfolio as discussed
above under "Results of Operations."
While management believes that FFO is the most relevant and widely
used measure of the Partnership's operating performance, such
amount does not represent cash flow from operations as defined by
generally accepted accounting principles, should not be considered
as an alternative to net income as an indicator of the Partnership's
operating performance, and is not indicative of cash available to fund
all cash flow needs.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are included under Item
14 of this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ON
ACCOUNTING FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership does not have any directors or officers. The
information required by this Item for Directors and certain Executive
Officers will be contained in a definitive proxy statement which the
Registrant anticipates will be filed no later than March 23, 1998,
which proxy statement is incorporated herein by reference, and thus
this part has been omitted in accordance with General Instruction
G(3) to Form 10-K.
The following information is provided regarding the executive
officers of the Partnership who do not serve as Directors of the
General Partner.
GARY A. BURK
Age 46, President of Construction Services and Executive Vice
President of Duke Services, Inc. - Mr. Burk joined the Partnership
in 1979, and has been responsible for the Partnership's construction
management operations since 1986.
- 24 -
<PAGE>
JOHN R. GASKIN
Age 36, Vice President, General Counsel and Secretary - Mr. Gaskin
joined the Partnership in 1990. Prior to joining the Partnership,
Mr. Gaskin worked as an associate attorney in a mid-size
Indianapolis, Indiana law firm.
RICHARD W. HORN
Age 40, Executive Vice President - Office - Mr. Horn joined the
Partnership in 1984. Mr. Horn is responsible for all office
activities of the Partnership and also oversees the Nashville
operations of the Partnership.
WILLIAM E. LINVILLE, III
Age 43, Executive Vice President - Industrial - Mr. Linville joined
the Partnership in 1987 and is responsible for all industrial
activities of the Partnership. Prior to that time, Mr. Linville was
Vice President and Regional Manager of the CB Commercial Brokerage
Office in Indianapolis.
DAVID R. MENNEL
Age 43, General Manager of Services Operations and President and
Treasurer of Duke Services, Inc.- Mr. Mennel was with the accounting
firm of Peat Marwick Mitchell & Co. and the property development
firm of Melvin Simon & Associates before joining the Partnership in
1978.
DENNIS D. OKLAK
Age 44, Executive Vice President and Chief Administrative Officer -
Mr. Oklak joined the Partnership in 1986 and has served as
Treasurer, Tax Manager and Controller of Development. Prior to
joining the Partnership, Mr. Oklak was a Senior Manager with the
public accounting firm of Deloitte Haskins Sells.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the officers and directors of the General Partner, and persons
who own more than 10% of the Limited Partner Units, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% Limited Partner
Unitholders are required by Securities and Exchange Commission
regulation to furnish the Partnership with copies of all Section 16(a)
forms they file. To date, there have been no delinquencies in filing
such reports.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 with respect to officers and
directors of the General Partner will be contained in a definitive
proxy statement for Duke Realty Investments, Inc. which the Registrant
anticipates will be filed no later than March 23, 1998, which proxy
statement is incorporated herein by reference, and thus this part has
been omitted in accordance with General Instruction G(3) to Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The Partnership had 10,988,468 Limited Partner Units which were
outstanding as of the close of business on March 11, 1998.
The following table shows, as of March 11, 1998, the number and
percentage of Limited Partner Units held by each person known to the
Partnership who beneficially owned more than five percent of
outstanding Limited Partner Units. Except as otherwise noted, all
Limited Partner Units are held with sole power to vote and sole power
of disposition.
- 25 -
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature Percentage of
Beneficial Owner of Beneficial Ownership Limited Partner Units
- ---------------- ------------------------- ----------------------
<S> <C> <C>
Thomas L. Hefner 2,646,060 (1) 24.08%
Darell E. Zink, Jr. 2,628,068 (1) 23.92%
Daniel C. Staton 2,465,532 (1) 22.44%
John W. Wynne 2,277,240 (1) 20.72%
David R. Mennel 2,223,076 (2) 20.23%
Gary A. Burk 2,222,332 (3) 20.22%
Edward T. Baur 1,474,175 (4) 13.42%
Robert L. and Mary Johnson 1,422,458 12.95%
Birch Mullins 1,176,920 (5) 10.71%
James D. Eckhoff 1,104,496 (6) 10.05%
DMI Partnership 2,066,554 18.81%
Lindbergh-Warson
Properties, Inc. 1,095,321 9.97%
</TABLE>
(1) Includes 2,066,554 Limited Partner Units owned by DMI Partnership,
a partnership in which each of these individuals owns a 20.71% beneficial
interest.
(2) Includes 2,066,554 Limited Partner Units owned by DMI Partnership,
a partnership in which Mr. Mennel owns a 7.50% beneficial interest.
(3) Includes 2,066,554 Limited Partner Units owned by DMI Partnership,
a partnership in which Mr. Burk owns a 7.51% beneficial interest.
(4) Includes 1,095,321 Limited Partner Units owned by Lindbergh-Warson
Properties, Inc., a partnership in which Mr. Baur owns a 60.395%
beneficial interest.
(5) Includes 1,095,321 Limited Partner Units owned by Lindbergh-Warson
Properties, Inc., a partnership in which Mr. Mullins owns a 34.094%
beneficial interest.
(6) Includes 1,095,321 Limited Partner Units owned by Lindbergh-Warson
Properties, Inc., a partnership in which Mr. Eckhoff owns a 5.512%
beneficial interest.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 with respect to officers and
directors of the General Partner will be contained in a definitive
proxy statement for Duke Realty Investments, Inc. which the Registrant
anticipates will be filed no later than March 23, 1998, which proxy
statement is incorporated herein by reference, and thus this part has
been omitted in accordance with General Instruction G(3) to Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT.
1. CONSOLIDATED FINANCIAL STATEMENTS:
Index
-----
Independent Auditors' Report
Consolidated Balance Sheets, December 31, 1997 and 1996
Consolidated Statements of Operations, Years Ended December
31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows, Years Ended December
31, 1997, 1996 and 1995
Consolidated Statements of Partners' Equity, Years Ended
December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
- 26 -
<PAGE>
2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Index
-----
Schedule III - Real Estate and Accumulated Depreciation
EDGAR Financial Data Schedule
-----------------------------
Exhibit 27 - Financial Data Schedule for year ended December 31,
1997 (EDGAR filing only)
Other schedules are omitted for the reasons that they are not
required, are not applicable, or the required information is set
forth in the financial statements or notes thereto.
- 27 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners of
Duke Realty Limited Partnership:
We have audited the consolidated financial statements of Duke Realty
Limited Partnership and Subsidiaries as listed in the accompanying
index. In connection with our audits of the consolidated financial
statements, we also have audited the financial statement schedule as
listed in the accompanying index. These consolidated financial
statements and the financial statement schedule are the responsibility
of the Partnership's management. Our responsibility is to express an
opinion on the consolidated financial statements and the financial
statement schedule based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Duke Realty Limited Partnership and Subsidiaries as of
December 31, 1997 and 1996, and the results of their operations and
their cash flows for each of the years in the three-year period
ended December 31, 1997, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.
KPMG PEAT MARWICK LLP
Indianapolis, Indiana
January 28, 1998
- 28 -
<PAGE>
<TABLE>
<CAPTION>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
December 31,
-----------------------------
1997 1996
-------- -------
<S> <C> <C>
ASSETS
- ------
Real estate investments:
Land and improvements $ 231,614 $ 140,391
Buildings and tenant improvements 1,591,604 1,041,040
Construction in progress 107,242 44,060
Investments in unconsolidated companies 106,450 79,362
Land held for development 139,817 65,185
--------- ---------
2,176,727 1,370,038
Accumulated depreciation (116,264) (82,207)
--------- ---------
Net real estate investments 2,060,463 1,287,831
========= =========
Cash 10,372 5,346
Accounts receivable, net of allowance
of $420 and $709 5,932 5,255
Accrued straight-line rent receivable,
net of allowance of $841 14,746 10,956
Receivables on construction contracts 22,700 12,859
Deferred financing costs, net of
accumulated amortization of $9,101
and $6,519 12,289 10,847
Deferred leasing and other costs, net of
accumulated amortization of
$9,251 and $5,249 34,369 21,573
Escrow deposits and other assets 16,303 7,732
--------- ---------
$2,177,174 $1,362,399
========= =========
LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Indebtedness:
Secured debt $ 367,119 $ 261,815
Unsecured notes 340,000 240,000
Unsecured line of credit 13,000 24,000
--------- ---------
720,119 525,815
Construction payables and amounts
due subcontractors 40,786 23,167
Accounts payable 1,342 1,585
Accrued expenses:
Accrued real estate taxes 25,203 14,888
Accrued interest 6,883 4,437
Other accrued expenses 13,851 6,935
Other liabilities 11,720 8,312
Tenant security deposits and prepaid rents 14,268 7,611
--------- ---------
Total liabilities 834,172 592,750
--------- ---------
Minority interest 222 380
--------- ---------
Partners' equity:
General partner
Common equity 1,016,733 683,710
Preferred equity (liquidation preference
of $225,000) 218,906 72,856
--------- ---------
1,235,639 756,566
Limited partners' common equity 107,141 12,703
--------- ---------
Total partners' equity 1,342,780 769,269
--------- ---------
$2,177,174 $1,362,399
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
- 29-
<PAGE>
<TABLE>
<CAPTION>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
Year ended December 31
-------------------------------------
1997 1996 1995
---------- ---------- ---------
<S> <C> <C> <C>
RENTAL OPERATIONS:
Revenues:
Rental income $220,970 $156,392 $112,931
Equity in earnings of
unconsolidated companies 8,732 5,768 710
------- ------- -------
229,702 162,160 113,641
------- ------- -------
Operating expenses:
Rental expenses 40,375 29,669 20,922
Real estate taxes 20,485 14,244 9,683
Interest expense 40,296 32,552 22,681
Depreciation and amortization 44,806 31,363 23,118
------- ------- -------
145,962 107,828 76,404
------- ------- -------
Earnings from rental operations 83,740 54,332 37,237
------- ------- -------
SERVICE OPERATIONS:
Revenues:
Property management, maintenance
and leasing fees 12,799 11,496 11,138
Construction management and
development fees 8,646 6,895 5,582
Other income 933 1,538 1,057
------- ------- -------
22,378 19,929 17,777
------- ------- -------
Operating expenses:
Payroll 10,761 9,176 7,611
Maintenance 2,009 1,526 1,344
Office and other 2,455 2,791 2,258
------- ------- -------
15,225 13,493 11,213
------- ------- -------
Earnings from service
operations 7,153 6,436 6,564
------- ------- -------
General and administrative expenses (7,318) (4,053) (3,244)
------- ------- -------
Operating income 83,575 56,715 40,557
OTHER INCOME (EXPENSE):
Interest income 2,169 1,185 1,702
Other expense (1,083) (174) (31)
Earnings from property sales 1,775 4,532 283
Minority interest in earnings
of subsidiaries (1,171) (986) (911)
------- ------- -------
Net income 85,265 61,272 41,600
Dividends on preferred units (12,485) (2,559) -
------- ------- -------
Net income available for
common units $ 72,780 $ 58,713 $ 41,600
======= ======= =======
Net income per common unit:
Basic $ .98 $ .92 $ .78
======= ======= =======
Diluted $ .97 $ .91 $ .77
======= ======= =======
Weighted average number of common
units outstanding 74,142 63,960 53,582
======= ======= =======
Weighted average number of common
and dilutive potential common units 74,993 64,398 53,802
======= ======= =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
- 30 -
<TABLE>
<CAPTION>
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Year ended December 31,
----------------------------------
1997 1996 1995
------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 85,265 $ 61,272 $ 41,600
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation of buildings and
tenant improvements 39,771 27,568 20,416
Deferred financing costs 2,545 2,132 2,138
Amortization of deferred leasing
and other costs 4,170 2,871 1,783
Minority interest in earnings 1,170 986 911
Straight-line rent adjustment (4,469) (3,536) (3,198)
Earnings from property sales (1,775) (4,532) (283)
Construction contracts, net 7,778 (1,640) 8,722
Other accrued revenues and
expenses, net 29,856 12,298 6,737
Equity in earnings in excess of
distributions received from
unconsolidated companies (5,535) (1,949) (189)
------- ------- -------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 158,776 95,470 78,637
------- ------- -------
Cash flows from investing activities:
Rental property development costs (195,088) (130,300) (128,879)
Acquisition of real estate
investments (324,203) (182,024) (83,047)
Acquisition of undeveloped land and
infrastructure costs (101,220) (16,122) (38,361)
Recurring tenant improvements (7,985) (6,048) (4,312)
Recurring leasing costs (5,057) (3,032) (3,519)
Recurring building improvements (1,211) (780) (757)
Other deferred leasing costs (14,000) (7,308) (9,773)
Other deferred costs and other assets (8,585) 6,808 (6,452)
Proceeds from property sales, net 32,560 50,844 5,281
Distributions received from
unconsolidated companies 60,000 12,423 -
Net investment in and advances to
unconsolidated companies (32,226) (1,470) (19,750)
------- ------- -------
NET CASH USED BY
INVESTING ACTIVITIES (597,015) (277,009) (289,569)
------- ------- -------
Cash flows from financing activities:
Contributions from general partner 467,406 203,087 96,302
Proceeds from indebtedness 100,000 142,200 150,051
Payments on indebtedness
including principal amortization (9,999) (84,677) (60,030)
Borrowings (repayments) on lines of
credit, net (14,000) (11,000) 45,000
Distributions to partners (94,524) (65,986) (50,807)
Distributions to minority interest (1,328) (904) (1,032)
Deferred financing costs (4,290) (1,517) (3,297)
------- ------- -------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 443,265 181,203 176,187
------- ------- -------
NET INCREASE (DECREASE) IN CASH 5,026 (336) (34,745)
Cash and cash equivalents
at beginning of year 5,346 5,682 40,427
------- ------- -------
Cash and cash equivalents
at end of year $ 10,372 $ 5,346 $ 5,682
======= ======= =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
- 31 -
<PAGE>
<TABLE>
<CAPTION>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
(IN THOUSANDS, EXCEPT FOR PER UNIT AMOUNTS)
General Partner Limited
---------------------- Partners'
Common Preferred Common
Equity Equity Equity Total
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1994 $ 446,383 - $ 915 $ 447,298
Net income 35,070 - 6,530 41,600
Capital contribution from
Duke Realty Investments, Inc. 96,433 - - 96,433
Acquisition of partnership
interest for Common Stock of
Duke Realty Investments, Inc. 796 - - 796
Acquisition of property in exchange
for Limited Partner Units - - 4,901 4,901
Distributions to partners
($.96 per Common Unit) (42,899) - (7,908) (50,807)
--------- ------- ------- ----------
BALANCE AT DECEMBER 31, 1995 535,783 - 4,438 540,221
Net income 51,529 $ 2,559 7,184 61,272
Capital contribution from Duke
Realty Investments, Inc. 130,951 72,288 - 203,239
Acquisition of partnership
interest for Common Stock of
Duke Realty Investments, Inc. 21,627 - - 21,627
Acquisition of property in
exchange for Limited
Partner Units - - 8,896 8,896
Distributions to preferred
unitholders - (1,991) - (1,991)
Distributions to partners
($1.00 per Common Unit) (56,180) - (7,815) (63,995)
--------- -------- ------- ---------
BALANCE AT DECEMBER 31, 1996 683,710 72,856 12,703 769,269
Net income 65,206 12,485 7,574 85,265
Capital contribution from Duke
Realty Investments, Inc. 321,554 146,050 - 467,604
Acquisition of partnership
interest for Common Stock of
Duke Realty Investments, Inc. 19,446 - - 19,446
Acquisition of property in
exchange for Limited Partner
Units - - 95,720 95,720
Distributions to preferred
unitholders - (12,485) - (12,485)
Distributions to partners
($1.10 per Common Unit) (73,183) - (8,856) (82,039)
--------- ------- ------- ---------
BALANCE AT DECEMBER 31, 1997 $1,016,733 $218,906 $107,141 $1,342,780
========= ======= ======= =========
Common Units outstanding at
December 31, 1997 76,065 10,989 87,054
========= ======= =========
Common Units outstanding at
December 31, 1996 58,972 7,392 66,364
========= ======= =========
Common Units outstanding at
December 31, 1995 48,304 8,302 56,606
========= ======= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
- 32 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) THE PARTNERSHIP
-----------------
Duke Realty Limited Partnership (the "Partnership") was formed on
October 4, 1993, when Duke Realty Investments, Inc. (the
"Predecessor" or the "General Partner") contributed all of its
properties and related assets and liabilities along with the net
proceeds of $309.2 million from the issuance of an additional
14,000,833 shares through an offering (the "1993 Offering") to the
Partnership. Simultaneously, the Partnership completed the
acquisition of Duke Associates, a full-service commercial real
estate firm operating in the Midwest. The General Partner was formed
in 1985 and qualifies as a real estate investment trust under
provisions of the Internal Revenue Code. In connection with the 1993
Offering, the formation of the Partnership and the acquisition of
Duke Associates, the General Partner effected a 1 for 4.2 reverse
stock split of its existing common shares. The General Partner is
the sole general partner of the Partnership and received 16,046,144
units of partnership interest ("General Partner Units") in exchange
for its original contribution which represented a 78.36% interest in
the Partnership. As part of the acquisition, Duke Associates
received 4,432,109 units of limited partnership interest ("Limited
Partner Units") (together with the General Partner Units, the
("Common Units")) which represented a 21.64% interest in the
Partnership. The Limited Partner Units are exchangeable for shares
of the General Partner's common stock on a one-for-one basis subject
generally to a one-year holding period.
The Partnership owns and operates a portfolio of industrial, office
and retail properties in the Midwest and provides real estate
services to third-party property owners. The Partnership's primary
markets are Indianapolis, Indiana; Cincinnati, Cleveland and
Columbus, Ohio; St. Louis, Missouri, Minneapolis, Minnesota and
Nashville, Tennessee.
The service operations are conducted through Duke Realty Services
Limited Partnership and Duke Construction Limited Partnership, in
which the Partnership has an 89% profits interest (after certain
preferred returns on partners' capital accounts) and effective
control of their operations.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------
PRINCIPLES OF CONSOLIDATION
--------------------------
The consolidated financial statements include the accounts of the
Partnership and its majority-owned or controlled subsidiaries. The
equity interests in these majority-owned or controlled
subsidiaries not owned by the Partnership are reflected as
minority interests in the consolidated financial statements. All
significant intercompany balances and transactions have been
eliminated in the consolidated financial statements.
RECLASSIFICATIONS
-----------------
Certain 1996 and 1995 balances have been reclassified to conform
with the 1997 presentation.
- 33 -
<PAGE>
DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
STOCK SPLIT
-----------
All common units and per unit amounts have been adjusted to
reflect the General Partner's two-for-one stock split effected in
August 1997.
SEGMENT OPERATIONS
------------------
The Partnership is engaged in two business segments, the
ownership and rental of real estate investments ("Rental
Operations") and the providing various of real estate services
such as property management, maintenance, leasing and
construction management to third-party property owners ("Service
Operations"). There are no material intersegment sales or
transfers between Rental Operations and Service Operations. The
identifiable assets of the Service Operations consisting of cash,
accounts receivable, construction receivables and other assets as
of December 31, 1997 and 1996 were $37.4 million and $20.7
million, respectively. Capital expenditures related to Service
Operations were $4.8 million, $2.0 million and $1.5 million for
the years ended December 31, 1997, 1996, and 1995, respectively.
All remaining assets, capital expenditures, depreciation,
amortization and investments in and advances to unconsolidated
companies relate to Rental Operations. The operations of each
segment are reflected separately on the Statement of Operations.
REAL ESTATE INVESTMENTS
-----------------------
Real estate investments are stated at the lower of cost less
accumulated depreciation or fair value if impairment is
identified. Buildings and land improvements are depreciated on
the straight-line method over 40 years, and tenant improvement
costs are depreciated on the straight-line method over the term
of the related lease.
All direct and indirect costs, including interest and real estate
taxes clearly associated with the acquisition, development,
construction or expansion of real estate investments are
capitalized as a cost of the property and depreciated over the
estimated useful life of the related asset.
The Partnership evaluates its real estate investments upon
occurrence of significant changes in the operations, but not less
than annually, to assess whether any impairment indications are
present, including recurring operating losses and significant
adverse changes in legal factors or business climate that affect
the recovery of the recorded value. If any real estate investment
is considered impaired, a loss is provided to reduce the carrying
value of the property to its estimated fair value.
CASH EQUIVALENTS
----------------
Highly liquid investments with a maturity of three months or less
when purchased are classified as cash equivalents.
- 34 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
DEFERRED COSTS
--------------
Costs incurred in connection with obtaining financing are
amortized on the straight-line method over the term of the
related loan. All direct and indirect costs associated with the
rental of real estate projects owned by the Partnership are
amortized over the term of the related lease. Unamortized costs
are charged to expense upon the early termination of the lease or
upon early payment of the financing.
Prepaid interest is amortized to interest expense using the
effective interest method over the terms of the related loans.
REVENUES
--------
Rental Operations
-----------------
Rental income from leases with scheduled rental increases during
their terms is recognized for financial reporting purposes on a
straight-line basis.
Service Operations
------------------
Management fees are based on a percentage of rental receipts of
properties managed and are recognized as the rental receipts are
collected. Maintenance fees are based upon established hourly
rates and are recognized as the services are performed. Leasing
fees are based on a percentage of the total rental due under
completed leases and are generally recognized upon lease
execution. Construction management and development fees are
generally based on a percentage of costs and are recognized as
the project costs are incurred. Other income consists primarily
of payroll reimbursements for on-site property management
services.
NET INCOME PER COMMON UNIT
-------------------------
Basic net income per common unit is computed by dividing net
income available for common units by the weighted average number
of common units outstanding for the period. Diluted net income
per unit is computed by dividing net income available for common
units by the sum of the weighted average number of common units
and dilutive potential common units for the period.
The following table reconciles the components of basic and
diluted net income per unit:
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Basic and diluted net
income available for
Common Units $72,780 $58,713 $41,600
====== ====== ======
Weighted average partnership
units outstanding 74,142 63,960 53,582
Dilutive units for long-term
compensation plans 851 438 220
------ ------ ------
Weighted average number
of common units and
dilutive potential common
units 74,993 64,398 53,802
====== ====== ======
</TABLE>
- 35 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
FEDERAL INCOME TAXES
--------------------
As a partnership, the allocated share of income or loss for the
year is included in the income tax returns of the partners;
accordingly, no accounting for income taxes is required in the
accompanying consolidated financial statements.
FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
The fair values of the Partnership's financial instruments,
including accounts receivable, accounts payable, accrued
expenses, mortgage debt, unsecured notes payable, lines of credit
and other financial instruments, generally determined using the
present value of estimated future cash flows using a discount
rate commensurate with the risks involved, approximate their
carrying or contract values.
USE OF ESTIMATES
----------------
The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and
accompanying notes. Actual results could differ from those
estimates.
DERIVATIVE FINANCIAL INSTRUMENTS
-------------------------------
The Partnership may enter into derivative financial instruments
such as interest rate swaps and treasury locks in order to
mitigate its interest rate risk on a related financial
instrument. The Partnership has designated these derivative
financial instruments as hedges and applies deferral accounting
as the instrument to be hedged exposes the Partnership to
interest rate risk and the derivative financial instrument
reduces that exposure.
Gains and losses related to the derivative financial instrument
are deferred and amortized to interest expense over the term of
the hedged instrument.
(3) RELATED PARTY TRANSACTIONS
--------------------------
The Partnership provides management, leasing, construction and
other tenant related services to partnerships in which certain
executive officers have continuing ownership interests. The
Partnership was paid fees totaling $3.3 million, $3.2 million and
$2.8 million for such services in 1997, 1996 and 1995,
respectively. Management believes the terms for such services
are equivalent to those available in the market. The Partnership
has an option to purchase the executive officers' interest in
each of these properties which expires October 2003. The option
price of each property was established at the date the options
were granted.
- 36 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
(4) ACQUISITIONS OF REAL ESTATE INVESTMENTS
---------------------------------------
In October 1997, the Partnership acquired a 982,000 square foot
suburban office and industrial portfolio and undeveloped land
from an independent real estate developer and operator in St.
Louis, Missouri. The purchase price of this portfolio was
approximately $147.7 million which included the assumption of
$77.8 million of mortgage debt, the issuance of $40.8 million of
Limited Partner Units, the assumption of approximately $1.2
million of accrued taxes and other liabilities, and $27.9 million
of cash.
Also in October 1997, the Partnership acquired a 3.2 million
square foot industrial and suburban office portfolio from an
independent real estate developer and operator in Minneapolis,
Minnesota. The purchase price of this portfolio was approximately
$144.7 million which included the assumption of $93.1 million of
mortgage debt, the issuance of $48.5 million of Limited Partner
Units, the assumption of approximately $1.8 million of accrued
taxes and other liabilities, and $1.3 million of cash.
(5) INVESTMENTS IN UNCONSOLIDATED COMPANIES
---------------------------------------
The Partnership has equity interests in unconsolidated
partnerships and joint ventures which own and operate rental
properties and hold land for development in the Midwest. The
equity method of accounting is used for these investments in
which the Partnership has the ability to exercise significant
influence over operating and financial policies. Any difference
between the carrying amount of these investments and the
underlying equity in net assets is amortized to equity in
earnings of unconsolidated companies over 40 years. The cost
method of accounting is used for non-majority owned joint
ventures over which the Partnership does not have the ability to
exercise significant influence. The difference between the cost
method and the equity method for such ventures does not
significantly affect the financial position or results of
operations of the Partnership.
In 1995, 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.
On December 28, 1995, the Partnership formed a joint venture
(Dugan Realty LLC) 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
- 37 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
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. The Partnership's joint venture partner contributed
cash of $67.5 million for its 49.9% interest in the venture. The
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 company. The acquisition was
accounted for under the purchase method. The recorded carrying
value of the 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 completed the development of 1.1
million square feet of property in 1996 and contributed these
properties to the joint venture at an agreed value of $24.9
million. The Partnership recorded its investment in the joint
venture related to this additional contribution at its carrying
value of $20.5 million. The joint venture partner contributed
cash of $12.4 million to the venture, which equaled 49.9% of the
agreed value of the properties contributed. The cash was
distributed to the Partnership and reduced its recorded
investment in the venture. During 1997, the Partnership
contributed an additional six buildings totaling two million
square feet with an agreed value of $60.8 million and received a
cash distribution of $60 million from the proceeds of a mortgage
loan received in May of 1997. The joint venture partner
contributed $753,000 of cash to the venture to maintain
proportionate ownership interest. 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 May 1997, the Partnership formed a joint venture
(Dugan/Office, LLC) with an institutional real estate investor,
to which each venture partner contributed $32.2 million in cash
for a 50% ownership interest. Simultaneously, the contributed
cash was used to purchase office property consisting of
approximately 345,000 square feet and 17 acres of undeveloped
land.
Combined summarized financial information of the companies which
are accounted for by the equity method as of December 31, 1997
and 1996 and for the years ended December 31, 1997, 1996, and
1995 are as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Land, buildings and tenant
improvements, net $322,799 $181,337
Land held for development 14,261 7,975
Other assets 10,707 7,874
------- -------
$347,767 $197,186
======= =======
Property indebtedness $ 94,982 $ 25,285
Other liabilities 12,866 6,457
------- -------
107,848 31,742
Owners' equity 239,919 165,444
======= =======
$347,767 $197,186
======= =======
</TABLE>
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Rental income $29,709 $21,880 $3,398
====== ====== =====
Net income $12,481 $ 9,761 $ 363
====== ====== =====
</TABLE>
- 38 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
Investments in unconsolidated companies include $6.1 million at
December 31, 1997 and 1996 related to joint ventures accounted
for on the cost method. Included in equity in earnings of
unconsolidated companies are distributions from a joint venture
accounted for on the cost method totaling $947,000, $735,000 and
$521,000 in 1997, 1996 and 1995, respectively.
(6) Indebtedness
---------------
<TABLE>
<CAPTION>
Indebtedness at December 31 consists of the following (in thousands):
1997 1996
---- ----
<S> <C> <C>
Mortgage note with monthly payments of $668
including principal and interest at 8.50%
due in 2003 $ 75,882 $ 77,381
Mortgage note with monthly payments of
interest of $436 through August 1997.
Thereafter, monthly payments of $471
including principal and interest at 8.72%
due in 2001 59,824 60,000
Mortgage note with monthly payments at
30-day LIBOR + .75% with monthly principal
payments ranging from $63 to $165 due in 1999 31,950 32,700
Mortgage note with monthly payments of
interest at 7.25% due in 1998 25,500 25,500
Mortgage note with monthly payments of
interest at LIBOR + .80% due in 2000 20,000 -
Mortgage note with monthly payments of
$165 including principal and interest
at 8.19% due in 2017 19,097 19,500
Mortgage note with monthly payments of
$104 including principal and interest
at 6.80% due in 1998 15,214 15,423
Mortgage notes with monthly payments
in varying amounts including interest at
rates ranging from 4.89% to 10.25% due
in varying amounts through 2017 30,424 21,311
Mortgage notes from the same lender with
monthly payments in varying amounts
including interest at rates ranging from
7.87% to 8.70% due in varying amounts
through 2012 49,534 -
Mortgage notes from the same lender with
monthly payments in varying amounts including
interest at rates ranging from 7.63% to 7.96%
due in varying amounts through 2012 32,694 -
Demand secured line of credit with monthly
payments of interest at 30-day LIBOR + .65% 7,000 10,000
------- -------
Total secured debt 367,119 261,815
------- -------
Unsecured notes with semi-annual payments of
interest at 7.28% due in 2000 40,000 40,000
Unsecured notes with semi-annual payments of
interest at 7.25% (effective rate of 7.33%)
due in 2002 50,000 50,000
Unsecured notes with semi-annual payments
of interest at 7.14% due in 2004 50,000 50,000
Unsecured notes with semi-annual payments of
interest at 7.37% (effective rate of 7.52%)
due in 2005 100,000 100,000
Unsecured notes with semi-annual payments
of interest at 6.95% (effective rate of 7.35%)
due 2004 100,000 -
Unsecured line of credit with monthly
payments of interest at 30-day LIBOR + .80%
due in 2001 13,000 24,000
------- -------
Total unsecured debt 353,000 264,000
------- -------
Total indebtedness $720,119 $525,815
======= =======
</TABLE>
- 39 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
As of December 31, 1997, the $367.1 million of secured debt is
collateralized by rental properties with a net carrying value of
$641.9 million.
In April 1995, the Partnership obtained an unsecured line of credit
in the aggregate amount of $100 million which required interest at
30-day LIBOR plus 2.00% (effective rate of 7.69% as of December 31,
1995). In 1996, the Partnership increased the amount available under
the line to $150 million and reduced the borrowing rate to LIBOR
plus 1.25% (effective rate of 6.75% as of December 31, 1996). In
1997, the Partnership increased the amount available under the line
to $200 million and reduced the borrowing rate to LIBOR plus .80%
(effective rate of 6.74% as of December 31, 1997). The unsecured
line of credit matures in April 2001.
The Partnership has an interest rate swap agreement (the
"Agreement") on $33.0 million of the Partnership's outstanding
mortgage debt to effectively fix the interest rate on a portion of
its floating rate debt. Under the Agreement, the Partnership pays or
receives the difference between a fixed rate of 5.19% and a floating
rate of 30-day LIBOR plus 75% based on the notional principal amount
of $33.0 million. The amount paid or received under the Agreement is
included in interest expense on a monthly basis. The Agreement
matures along with the related mortgage loan in December 1999. The
Agreement will stay in place until maturity unless the 30-day LIBOR
rate on the date of monthly repricing exceeds 6.25% which will cause
a termination of the Agreement. The 30-day LIBOR rate at December
31, 1997 was 5.94%. The estimated fair value of the Agreement at
December 31, 1997 was $428,000. The fair value was estimated by
discounting the expected cash flows to be received under the
Agreement using rates currently available for interest rate swaps of
similar terms and maturities.
The Partnership has a $75.0 million ("Notional Principal") forward
Treasury Lock Agreement (the "Treasury Lock") which is intended to
fix the effective interest rate of future financings by the
Partnership. Under the Treasury Lock, the Partnership will pay or
receive the difference between a fixed rate of 5.86% and the ten
year treasury rate as of February 26, 1998 (the "Determination
Date"). The ten year treasury rate at December 31, 1997 was 5.74%.
The estimated fair value of the Treasury Lock at December 31, 1997
was ($672,000). The fair value was estimated by multiplying the
$75.0 million Notional Principal times the present value of the
December 31, 1997 rate difference based upon semi-annual
corresponding periods over a ten year term.
At December 31, 1997, scheduled amortization and maturities of all
indebtedness for the next five years and thereafter are as follows
(in thousands):
<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
1998 $ 54,509
1999 36,330
2000 71,112
2001 93,486
2002 56,433
Thereafter 408,249
-------
$720,119
=======
</TABLE>
Cash paid for interest in 1997, 1996, and 1995 was $41.9 million,
$35.5 million, and $22.1 million, respectively. Total interest
capitalized in 1997, 1996 and 1995 was $6.0 million, $5.5 million
and $4.2 million, respectively.
- 40 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
(7) LEASING ACTIVITY
-----------------
Future minimum rents due to the Partnership under non-cancelable
operating leases at December 31, 1997 are scheduled as follows (in
thousands):
<TABLE>
<CAPTION>
Year Amount
----- ---------
<S> <C>
1998 $ 236,190
1999 219,555
2000 190,997
2001 162,266
2002 131,676
There-
after 582,769
---------
$1,523,453
=========
</TABLE>
In addition to minimum rents, certain leases require reimbursements
of specified operating expenses which amounted to $33.8 million,
$19.7 million, and $12.7 million for the years ended December 31,
1997, 1996 and 1995, respectively.
(8) EMPLOYEE BENEFIT PLANS
------------------------
The Partnership maintains a 401(k) plan for the benefit of its full-
time employees. The Partnership matches the employees' contributions
up to two percent of the employees' salary and may also make annual
discretionary contributions. Total expense recognized by the
Partnership was $882,000, $328,000 and $245,000 for the years ended
1997, 1996 and 1995, respectively.
The Partnership makes contributions to a contributory health and
welfare plan as necessary to fund claims not covered by employee
contributions. Total expense recognized by the Partnership related
to this plan was $1,245,000, $1,193,000 and $882,000 for 1997, 1996
and 1995, respectively. Included in total expense is an estimate
based on historical experience of the effect of claims incurred but
not reported as of year-end.
(9) PARTNERS' EQUITY
-----------------
The General Partner periodically accesses the public equity markets
and contributes the net proceeds to the Partnership to fund the
development and acquisition of additional rental properties. The
proceeds of these offerings are contributed to the Partnership in
exchange for additional Common or Preferred units. A summary of the
public equity issuances by the General Partner during the three-year
period ended December 31, 1997 is as follows (in thousands, except
per share price):
<TABLE>
<CAPTION>
Offering Price
Shares Issued Per Share Net Proceeds
-------------- -------------- ------------
<S> <C> <C> <C>
Common Stock
------------
1995 Offering 7,456 $ 13.69 $ 96,273
1996 Offering 8,800 15.06 125,251
1997 Offering 3,000 20.00 56,725
1997 Offering 10,542 21.44 214,004
1997 Offering 926 21.50 18,894
1997 Offering 449 22.25 9,525
Preferred Stock
---------------
1996 9.10%
Dividend Rate 300 $250.00 $ 72,288
1997 7.99%
Dividend Rate 300 500.00 146,050
</TABLE>
- 41 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
During the three years ended December 31, 1997, the General Partner
acquired a portion of the minority interest in the Partnership
through the issuance of shares of common stock for a like number of
Common Units. The acquisition of the minority interest was recorded
under the purchase method with assets acquired reflected at the fair
market value of the General Partner's common stock on the date of
acquisition. The following acquisition amounts were allocated to
rental property, undeveloped land and investments in unconsolidated
companies based on their estimated fair values (in thousands):
<TABLE>
<CAPTION>
Common Minority
Shares Interest
Issued Acquired
------- --------
<S> <C> <C>
1995 56 $ 796
1996 1,506 21,627
1997 971 19,446
</TABLE>
In August 1996, the General Partner issued 300,000 shares of 9.10%
Series A Cumulative Redeemable Preferred Shares receiving net
proceeds of approximately $72.3 million which were contributed to
the Partnership in exchange for a like number of Preferred Units. On
or after August 31, 2001, the Series A Preferred Units may be
redeemed for cash at the option of the General Partner, in whole or
in part at a redemption price of $250.00 per unit plus accrued and
unpaid distributions, if any, to the redemption date. The redemption
price of the Series A Preferred Units (other than any portion
thereof consisting of accrued and unpaid distributions) may only be
paid from the proceeds of other capital units of the Partnership,
which may include other classes or series of preferred units. The
Series A Preferred Units have no stated maturity, are not subject to
sinking fund or mandatory redemption provisions and are not
convertible into any other securities of the General Partner.
Distributions on the Series A Preferred Units are cumulative from
the date of original issue and are payable quarterly on or about the
last day of February, May, August and November of each year,
commencing on December 2, 1996, at the rate of 9.10% of the
liquidation preference per annum (equivalent to $22.75 per annum per
share).
In July 1997, the General Partner issued 300,000 shares of 7.99%
Series B Cumulative Step-Up Premium Rate Preferred Shares receiving
net proceeds of approximately $146.1 million, which were contributed
to the Partnership in exchange for a like number of Preferred Units.
On or after September 30, 2007, the Series B Preferred Units may be
redeemed for cash at the option of the General Partner, in whole or
in part at a redemption price of $500.00 per unit plus accrued and
unpaid distributions, if any, to the redemption date. The redemption
price of the Series B Preferred Units (other than any portion
thereof consisting of accrued and unpaid distributions) may only be
paid from the proceeds of other capital units of the Partnership,
which may include other classes or series of preferred units. The
Series B Preferred Units have no stated maturity, are not subject to
sinking fund or mandatory redemption provisions and are not
convertible into any other securities of the General Partner.
Distributions on the Series B Preferred Units are cumulative from
the date of original issue and are payable quarterly on or about the
last day of March, June, September, and December of each year,
commencing on September 30, 1997, at the rate of 7.99% of the
liquidation preference per annum (equivalent to $39.95 per annum per
share) through September 30, 2012 and at a rate of 9.99% of the
liquidation preference per annum (equivalent to $49.95 per annum per
share) thereafter.
- 42 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
(10) STOCK BASED COMPENSATION
-----------------------
The Partnership has four stock-based compensation plans, which are
described below. The Partnership applies APB Opinion No. 25 and
related interpretations in accounting for its plans. Accordingly,
no compensation cost has been recognized for its fixed stock option
plans. The Partnership charges compensation costs against its
income for its two performance based stock plans. If compensation
cost for the Partnership's four stock-based compensation plans had
been determined consistent with FASB Statement No. 123, the
Partnership's net income and net income per share for the years
ended December 31 would have been reduced to the pro forma amounts
indicated below:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C> <C>
Net income As reported $72,780 $58,713 $41,600
Pro forma 72,606 58,564 41,544
Basic net income As reported .98 .92 .78
per Common Unit Pro forma .98 .92 .78
Diluted net income As reported .97 .91 .77
per Common Unit Pro forma .97 .91 .77
</TABLE>
The effects of applying FASB Statement No. 123 in this pro forma
disclosure are not indicative of future amounts. The Statement does
not apply to awards prior to 1995, and additional awards in future
years are anticipated.
FIXED STOCK OPTION PLANS
------------------------
The Partnership has two fixed stock option plans, the Duke Realty
Services 1993 Stock Option Plan (the "1993 Plan") and the 1995 Key
Employees' Stock Option Plan of Duke Realty Investments, Inc. (the
"1993" Plan). Under the 1995 Plan, the Partnership is authorized to
grant options to its employees for up to 1,116,800 shares of the
General Partner's common stock, as well as up to an additional
800,000 shares to the extent grants under the 1993 Plan lapse, are
forfeited or are otherwise terminated. The 1995 Plan was adopted in
1995, subject to shareholder approval, which approval was received
in 1996. Under the 1993 Plan, the Partnership was authorized to
grant options to its employees for up to 2,630,000 shares of the
General Partner's common stock, of which 1,178,700 are outstanding
as of December 31, 1997. No further grants are permitted under the
1993 Plan.
Under both plans, the exercise price of each option equals the
market price of the General Partner's stock on the date of grant,
and each option's maximum term is ten years. Options granted under
both plans vest at 20% per year, or, if earlier, upon the death,
retirement or disability of the optionee or a change in control of
the General Partner.
The fair value of each option for all grants is estimated on the
date of grant using the Black-Scholes option-pricing model with the
following assumptions used: Dividend yield of 5.8% for 1997 grants
and 6.0% for 1996 and 1995 grants; expected volatility of 19% for
all grants; weighted average risk-free interest rates of 6.4%, 5.6%
and 6.8% for 1997, 1996 and 1995 grants, respectively; and weighted
average expected lives of 6.5 years, 7.9 years, 7.8 years for 1997,
1996 and 1995 grants, respectively.
- 43 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
A summary of the status of the Partnership's two fixed stock option
plans as of December 31, 1997, 1996 and 1995, and changes during the
years ended on those dates is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
--------------------- -------------------- ----------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------- -------- ------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding,
beginning
of year 1,947,642 $12.89 1,732,138 $12.48 1,363,000 $11.87
Granted 346,008 20.09 246,914 16.06 450,938 14.21
Exercised (319,169) 11.98 (200) 12.94 (2,000) 11.87
Forfeited (47,101) 15.74 (31,210) 15.34 (79,800) 11.94
--------- --------- ---------
Outstanding,
end of year 1,927,380 14.26 1,947,642 12.89 1,732,138 12.48
========= ========= =========
Options
exercisable,
end of year 927,312 864,657 524,400
========= ========= =========
Weighted-average
fair value of
options granted
during the year $ 2.81 $ 1.96 $ 2.06
====== ===== ======
</TABLE>
The following table summarizes information about fixed stock options
outstanding at December 31, 1997:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------ --------------------------
Weighted
Number Average Weighted Weighted
Range Outstanding Remaining Average Number Average
of Exercise at Contractual Exercise Exercisable Exercise
Prices 12/31/97 Life Price at 12/31/97 Price
- ------------- --------- ----------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$11.00-$12.00 967,500 5.76 $11.87 723,100 $11.87
$12.00-$17.00 625,698 7.67 14.83 204,212 14.54
$18.00-$23.00 330,682 9.23 20.08 0 N/A
$23.00-$25.00 3,500 9.84 23.06 0 N/A
- ------------- --------- -------
$11.00-$25.00 1,927,380 6.98 14.26 927,312 12.46
========= =======
</TABLE>
Performance Based Stock Plans
-----------------------------
The Partnership has two performance based equity compensation plans.
Under the 1995 Dividend Increase Unit Plan (the "DIU Plan"),
Dividend Increase Units ("DIUs") are granted to key employees. The
value of DIUs exercised by employees is payable in company stock. A
maximum of 200,000 shares of the General Partner's stock may be
issued under the DIU Plan. The maximum term of all DIUs granted is
ten years.
The value of each DIU when exercised is equal to the increase in the
General Partner's annualized dividend per share from the date of
grant to the date of exercise, divided by the "dividend yield."
Dividend yield is the annualized dividend per share divided by the
market price per share of the General Partner's common stock at the
date of grant. DIUs are subject to the same vesting schedule as
stock options issued under the 1995 Plan. The compensation cost that
has been charged against income for the DIU Plan was $1,474,000,
$152,000 and $30,000 for 1997, 1996 and 1995, respectively. A
summary of the status of DIUs granted by the Partnership is as
follows:
- 44 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
DIUs outstanding,
beginning of year 445,282 220,938 -
Granted 346,008 246,914 220,938
Forfeited (34,101) (22,570) -
------- ------- -------
DIUs outstanding,
end of year 757,189 445,282 220,938
======= ======= =======
DIUs exercisable,
end of year 126,681 - -
======= ======= =======
</TABLE>
Under the 1995 Shareholder Value Plan (the "SV Plan"), the
Partnership may grant awards in specified dollar amounts to key
employees. The award is payable to the employee on the third
anniversary of the date of grant. One-half of the award is payable
in common stock of the General Partner, and one-half is payable in
cash. A maximum of 200,000 shares of the General Partner's stock may
be issued under the SV Plan.
The initial dollar amount of each award granted under the SV Plan is
adjusted upward or downward based on a comparison of the General
Partner's cumulative total shareholder return for the three year
period as compared to the cumulative total return of the S&P 500 and
the NAREIT Equity REIT Total Return indices. The award is not
payable upon the employee's termination of employment for any reason
other than retirement, death, disability or a change in control of
the General Partner.
The following table summarizes information about the initial amount
of SV Plan awards granted in 1997, 1996 and 1995:
<TABLE>
<CAPTION>
1997 1996 1995
------ ----- -----
<S> <C> <C> <C>
Amount of SVP initial awards,
beginning of year $ 925,578 $456,080 $ -
Granted 616,900 521,165 456,080
Forfeited (177,750) (51,667) -
--------- ------- -------
Amount of SVP initial
awards, end of year $1,364,728 $925,578 $456,080
========= ======= =======
</TABLE>
The Partnership believes that it is not possible to reasonably
estimate the fair value of the General Partner's common stock to be
issued under the DIU and SV Plans and, therefore, computes
compensation cost for the Plans based on the intrinsic value of the
awards as if they were exercised at the end of each applicable
reporting period. The compensation cost that has been charged
against income for the SV Plan was $1,041,000, $361,000 and $152,000
for 1997, 1996 and 1995, respectively.
- 45 -
<PAGE>
3. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
4.1 Amended and Restated Agreement of Limited Partnership of Duke
Realty Limited Partnership (the "Operating Partnership") is
incorporated herein by reference to Exhibit 10.1 to the registration
statement on Form S-2, as amended, filed on June 8, 1993, as File
No. 33-64038 (the "1993 Registration Statement")
4.2 Indenture between Duke Realty Limited Partnership and The First
National Bank of Chicago, Trustee, and the First Supplement
thereto, are incorporated herein by reference to Exhibits 4.1 and
4.2 to the report of the Registrant on Form 8-K filed September 19,
1995 and the Second Supplement thereto, is incorporated herein by
reference to Exhibit 4 to the report of the Registrant on
Form 8-K filed July 12, 1996.
4.3 First and Second Amendments to Amended and Restated
Agreement of Limited Partnership of the Operating Partnership are
incorporated herein by reference to Exhibit 10.2 to the Annual
Report on Form 10-K for the year ended December 31, 1995, and the
Third Amendment to Amended and Restated Agreement of Limited
Partnership of the Operating Partnership is incorporated herein
by reference to Exhibit 10 to the Report of the Registrant on
Form 8-K filed August 15, 1996.
4.4 Fourth Amendment dated July 11, 1997 to Amended and Restated
Agreement of Limited Partnership of the Registrant.
10.1 Second Amended and Restated Agreement of Limited Partnership of
Duke Realty Services Limited Partnership (the "Services
Partnership") are incorporated herein by reference to Exhibit 10.4
of the Duke Realty Investments, Inc. ("DRE) 1997 Form 10-K.
10.2 Promissory Note of the Services Partnership is incorporated
herein by reference to Exhibit 10.3 to the 1993 Registration
Statement.
- 46 -
<PAGE>
10.3 Duke Realty Services Limited Partnership 1993 Stock Option Plan
is incorporated herein by reference to Exhibit 10.4 to the 1993
Registration Statement.
10.4 Acquisition Option Agreement relating to certain properties not
contributed to the Operating Partnership by Duke Associates (the
"Excluded Properties") is incorporated herein by reference to
Exhibit 10.5 to the 1993 Registration Statement.
10.5 Management Agreement relating to the Excluded Properties is
incorporated herein by reference to Exhibit 10.6 to the 1993
Registration Statement.
10.6 Contribution Agreement for certain properties and land contributed
by Duke Associates and Registrant to DRLP is incorporated herein
by reference to Exhibit 10.7 to the 1993 Registration Statement.
10.7 Contribution Agreement for certian assets and contracts contributed
by Duke Associates to Service Partnership is incorporated herein by
reference to Exhibit 10.8 to the 1993 Registration Statement.
10.8 Contribution Agreement for certain contracts contributed by Duke
Associates to DRLP is incorporated herein by reference to Exhibit
10.9 to the 1993 Registration Statement.
10.9 Stock Purchase Agreement is incorporated herein by reference to
Exhibit 10.10 to the 1993 Registratiion Statement.
10.10 Indemnification Agreement is incorporated herein by reference to
Exhibit 10.11 to the 1993 Registration Statement.
10.11 1995 Key Employee Stock Option Plan is incorporated herein
by reference to Exhibit 10.13 to the Annual Report on DRE Form 10-K
for the year ended December 31, 1995.
10.11 1995 Dividend Increase Unit Plan is incorporated herein by
reference to Exhibit 10.14 to the Annual Report on DRE Form 10-K for
the year ended December 31, 1995.
10.12 1995 Shareholder Value Plan is incorporated herein by
reference to Exhibit 10.15 to the Annual Report on DRE Form 10-K for
the year ended December 31, 1995.
21. List of Subsidiaries of Registrant.
23. Consent of KPMG Peat Marwick, LLP.
24. Executed powers of attorney of certain directors.
27. Financial Data Schedule
99.1 Selected Quarterly Financial Information
The Partnership will furnish to any security holder, upon written
request, copies of any exhibit incorporated by reference, for a fee of
15 cents per page, to cover the costs of furnishing the exhibits.
Written request should include a representation that the person making
the request was the beneficial owner of securities entitled to vote at
the 1998 Annual Meeting of Shareholders.
(b) Reports on Form 8-K
None
- 47 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
BUILDING ENCUMBER-
LOCATION / DEVELOPMENT BUILDING TYPE ANCES
- ---------------------- --------- -------- ---------
INDIANAPOLIS, INDIANA
- ---------------------
<S> <C> <C> <C>
PARK 100 BUSINESS PARK BUILDING #32 RETAIL -
PARK 100 BUSINESS PARK BUILDING #34 OFFICE -
PARK 100 BUSINESS PARK BUILDING #38 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #79 INDUSTRIAL 1,075
PARK 100 BUSINESS PARK BUILDING #80 INDUSTRIAL 1,320
PARK 100 BUSINESS PARK BUILDING #83 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #84 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #95 INDUSTRIAL 3,187
PARK 100 BUSINESS PARK BUILDING #96 INDUSTRIAL 8,222
PARK 100 BUSINESS PARK BUILDING #97 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #98 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #100 INDUSTRIAL 1,554
PARK 100 BUSINESS PARK BUILDING #107 INDUSTRIAL 1,560
PARK 100 BUSINESS PARK BUILDING #109 INDUSTRIAL 1,059
PARK 100 BUSINESS PARK BUILDING #116 OFFICE -
PARK 100 BUSINESS PARK BUILDING #118 OFFICE 1,215
PARK 100 BUSINESS PARK BUILDING #119 OFFICE -
PARK 100 BUSINESS PARK BUILDING #121 RETAIL -
PARK 100 BUSINESS PARK BUILDING #122 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #125 INDUSTRIAL 3,627
PARK 100 BUSINESS PARK BUILDING #126 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #127 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #128 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #129 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #130 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #131 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #132 INDUSTRIAL -
PARK 100 BUSINESS PARK BUILDING #133 INDUSTRIAL -
GEORGETOWN ROAD BUILDING 1 INDUSTRIAL -
GEORGETOWN ROAD BUILDING 2 INDUSTRIAL -
GEORGETOWN ROAD BUILDING 3 INDUSTRIAL -
PARK 100 BUSINESS PARK UPS LAND LEASE LAND LEASE -
PARK 100 BUSINESS PARK NORGATE LAND LEASE LAND LEASE -
PARK 100 BUSINESS PARK KENNY ROGERS LAND
LEASE LAND LEASE -
PARK 100 BUSINESS PARK SCHAHET HOTELS LAND
LEASE LAND LEASE -
PARK 100 BUSINESS PARK NORCO LAND LEASE LAND LEASE -
PARK 100 BUSINESS PARK ZOLLMAN LAND LEASE LAND LEASE -
SHADELAND STATION 7351 SHADELAND OFFICE -
SHADELAND STATION BUILDING #204/205 INDUSTRIAL 1,796
SHADELAND STATION 7240 SHADELAND OFFICE 2,578
SHADELAND STATION 7330 SHADELAND OFFICE 2,245
SHADELAND STATION 7369 SHADELAND OFFICE -
SHADELAND STATION 7340 SHADELAND OFFICE 1,401
SHADELAND STATION 7400 SHADELAND OFFICE 1,956
CASTLETON CORNER CUB PLAZA RETAIL -
CASTLETON SHOPPING CENTER MICHAEL'S PLAZA RETAIL 2,360
SOUTH PARK, INDIANA BUILDING #1 OFFICE 1,506
SOUTH PARK, INDIANA BUILDING #2 INDUSTRIAL 2,138
SOUTH PARK, INDIANA BUILDING #3 OFFICE 1,015
SOUTH PARK, INDIANA BRYLANE PARKING
LOT LEASE OFFICE -
GREENWOOD CORNER GREENWOOD CORNER RETAIL -
GREENWOOD CORNER 1st INDIANA BANK
BRANCH RETAIL 252
ST. FRANCIS ST. FRANCIS MEDICAL -
COMMUNITY MOB COMMUNITY MOB MEDICAL -
HILLSDALE TECHNECENTER BUILDING #4 INDUSTRIAL 2,588
HILLSDALE TECHNECENTER BUILDING #5 INDUSTRIAL 1,704
HILLSDALE TECHNECENTER BUILDING #6 INDUSTRIAL 2,094
KEYSTONE AT THE CROSSING 8465 KEYSTONE OFFICE -
WOODFIELD AT THE CROSSING WOODFIELD II OFFICE -
WOODFIELD AT THE CROSSING WOODFIELD III OFFICE -
KEYSTONE AT THE CROSSING 8555 KATC OFFICE -
KEYSTONE AT THE CROSSING 3520 COMMERCE CRSG OFFICE -
ONE PARKWOOD ONE PARKWOOD OFFICE -
TWO PARKWOOD TWO PARKWOOD OFFICE -
THREE PARKWOOD THREE PARKWOOD OFFICE -
PALOMAR PALOMAR INDUSTRIAL -
FRANKLIN ROAD BUSINESS CTR. FRANKLIN ROAD
BUSINESS CTR. INDUSTRIAL -
NAMPAC BUILDING NAMPAC BUILDING INDUSTRIAL -
HAMILTON CROSSING BUILDING #1 INDUSTRIAL -
HAMILTON CROSSING BUILDING #2 INDUSTRIAL -
KEYSTONE AT THE CROSSING F.C. TUCKER BLDG. OFFICE -
PARK FLETCHER BUILDING #14 INDUSTRIAL -
- 48 -
<PAGE>
6060 GUION ROAD (VANSTAR) 6060 GUION ROAD
(VANSTAR) INDUSTRIAL -
NORTH AIRPORT PARK BUILDING #2 INDUSTRIAL -
4750 KENTUCKY AVENUE 4750 KENTUCKY AVE. INDUSTRIAL -
4316 WEST MINNESOTA 4316 W. MINNESOTA INDUSTRIAL -
FORT WAYNE, INDIANA
- ------------------
COLDWATER CROSSING COLDWATER SHOPPES RETAIL 10,740
LEBANON, INDIANA
- ----------------
AMERICAN AIR FILTER AMERICAN AIR FILTER INDUSTRIAL -
PURITY WHOLESALE PURITY WHOLESALE INDUSTRIAL -
PAMIDA PAMIDA INDUSTRIAL -
NASHVILLE, TENNESSEE
- -------------------
KEEBLER BUILDING KEEBLER BUILDING INDUSTRIAL -
HAYWOOD OAKS TECHNECENTER BUILDING #2 INDUSTRIAL 1,055
HAYWOOD OAKS TECHNECENTER BUILDING #3 INDUSTRIAL 1,011
HAYWOOD OAKS TECHNECENTER BUILDING #4 INDUSTRIAL 1,175
HAYWOOD OAKS TECHNECENTER BUILDING #5 INDUSTRIAL 1,765
HAYWOOD OAKS TECHNECENTER BUILDING #6 INDUSTRIAL -
HAYWOOD OAKS TECHNECENTER BUILDING #7 INDUSTRIAL -
HAYWOOD OAKS TECHNECENTER BUILDING #8 INDUSTRIAL -
GREENBRIAR BUSINESS PARK GREENBRIAR INDUSTRIAL -
HEBRON, KENTUCKY
- ----------------
SOUTHPARK, KENTUCKY CR SERVICES INDUSTRIAL 2,866
SOUTHPARK, KENTUCKY BUILDING #1 INDUSTRIAL -
SOUTHPARK, KENTUCKY BUILDING #3 INDUSTRIAL -
SOUTHPARK, KENTUCKY REDKEN INDUSTRIAL 2,257
FLORENCE, KENTUCKY
- ------------------
EMPIRE COMMERCE EMPIRE COMMERCE INDUSTRIAL -
SOFA EXPRESS SOFA EXPRESS RETAIL -
CINCINNATI, OHIO
- ---------------
PARK 50 TECHNECENTER BUILDING #17 OFFICE -
PARK 50 TECHNECENTER BUILDING #20 INDUSTRIAL 3,903
PARK 50 TECHNECENTER BUILDING #25 INDUSTRIAL -
PARK 50 TECHNECENTER SDRC BUILDING OFFICE -
FIDELITY DRIVE DUN & BRADSTREET OFFICE 1,633
WORLD PARK BUILDING #5 INDUSTRIAL 2,144
WORLD PARK BUILDING #6 INDUSTRIAL 2,158
WORLD PARK BUILDING #7 INDUSTRIAL 2,600
WORLD PARK BUILDING #8 INDUSTRIAL 2,842
WORLD PARK BUILDING #9 INDUSTRIAL 1,656
WORLD PARK BUILDING #11 INDUSTRIAL 2,533
WORLD PARK BUILDING #14 INDUSTRIAL 1,928
WORLD PARK BUILDING #15 INDUSTRIAL -
WORLD PARK BUILDING #16 INDUSTRIAL 1,539
WORLD PARK BUILDING #18
(BEIERSDORF) INDUSTRIAL -
EASTGATE PLAZA EASTGATE PLAZA RETAIL -
FAIRFIELD BUSINESS CENTER BUILDING D INDUSTRIAL -
FAIRFIELD BUSINESS CENTER BUILDING E INDUSTRIAL -
UNIVERSITY MOVING UNIVERSITY MOVING INDUSTRIAL -
TRI-COUNTY OFFICE PARK BUILDINGS #1 - #4 OFFICE -
GOVERNOR'S PLAZA GOVERNOR'S PLAZA RETAIL -
GOVERNOR'S PLAZA KING'S MALL II RETAIL -
GOVERNOR'S PLAZA KOHLS RETAIL -
SOFA EXPRESS SOFA EXPRESS RETAIL -
- 49 -
<PAGE>
OFFICE MAX OFFICE MAX RETAIL -
312 ELM BUILDING 312 ELM OFFICE 31,950
311 ELM STREET ZUSSMAN OFFICE -
ENTERPRISE BUSINESS PARK BUILDING 1 INDUSTRIAL 4,071
ENTERPRISE BUSINESS PARK BUILDING 2 INDUSTRIAL 2,995
ENTERPRISE BUSINESS PARK BUILDING A INDUSTRIAL 433
ENTERPRISE BUSINESS PARK BUILDING B INDUSTRIAL 668
ENTERPRISE BUSINESS PARK BUILDING D INDUSTRIAL 1,316
312 PLUM STREET S & L DATA OFFICE -
TRIANGLE OFFICE PARK BUILDINGS #1 - #38 OFFICE 4,865
GOVERNOR'S HILL 8790 GOVERNOR'S HILL OFFICE -
GOVERNOR'S HILL 8700 GOVERNOR'S HILL OFFICE -
GOVERNOR'S HILL 8800 GOVERNOR'S HILL OFFICE 1,558
GOVERNOR'S HILL 8600 GOVERNOR'S HILL OFFICE 15,214
GOVERNOR'S POINTE 4770 GOVERNOR'S PTE. OFFICE 4,441
GOVERNOR'S POINTE 4700 BUILDING INDUSTRIAL 3,363
GOVERNOR'S POINTE 4900 BUILDING INDUSTRIAL 2,744
GOVERNOR'S POINTE 4705 GOVERNOR'S PTE. OFFICE -
GOVERNOR'S POINTE 4800 GOVERNOR'S PTE. OFFICE -
GOVERNOR'S POINTE LOWES RETAIL -
GOVERNOR'S POINTE ANTHEM PRESCRIPTION
MGMT. OFFICE -
GOVERNOR'S POINTE 4660 GOVERNOR'S PTE. OFFICE -
BIGG'S SUPERCENTER BIGG'S SUPERCENTER RETAIL -
GOVERNOR'S POINTE 4605 GOVERNOR'S PTE. OFFICE 10,442
MONTGOMERY CROSSING STEINBERG'S RETAIL -
MONTGOMERY CROSSING II SPORTS UNLIMITED RETAIL 2,601
GOVERNOR'S PLAZA KING'S AUTO MALL I RETAIL 3,050
MOSTELLER DIST. CENTER MOSTELLER DIST.
CENTER INDUSTRIAL -
MOSTELLER DIST. CENTER MOSTELLER DIST.
CENTER II INDUSTRIAL -
FRANCISCAN HEALTH FRANCISCAN HEALTH MEDICAL -
PERIMETER PARK BUILDING A INDUSTRIAL -
PERIMETER PARK BUILDING B INDUSTRIAL -
CREEK ROAD BUILDING 1 INDUSTRIAL -
CREEK ROAD BUILDING 2 INDUSTRIAL -
WEST LAKE CENTER WEST LAKE CENTER OFFICE -
EXECUTIVE PLAZA I EXECUTIVE PLAZA I OFFICE -
EXECUTIVE PLAZA II EXECUTIVE PLAZA II OFFICE -
LAKE FOREST PLACE LAKE FOREST PLACE OFFICE -
HUNTINGTON BANK HUNTINGTON BANK OFFICE -
OHIO NATIONAL OHIO NATIONAL OFFICE 19,097
CORNELL COMMERCE CORNELL COMMERCE INDUSTRIAL -
ONE ASHVIEW PLACE ONE ASHVIEW PLACE OFFICE -
REMINGTON PARK BLDG A OFFICE -
REMINGTON PARK BLDG B OFFICE -
BLUE ASH OFFICE CTR VI BLUE ASH OFFICE CTR VI OFFICE -
SKYPORT BUSINESS PARK SKYPORT BUILDING 1 INDUSTRIAL -
APPLEBEES APPLEBEES LAND LEASE -
7910 KENTUCKY DRIVE 7910 KENTUCKY DRIVE INDUSTRIAL -
7920 KENTUCKY DRIVE 7920 KENTUCKY DRIVE INDUSTRIAL -
KENWOOD EXEC. CENTER KENWOOD EXEC. CENTER OFFICE -
CLEVELAND, OHIO
- ----------------
ROCK RUN - NORTH ROCK RUN - NORTH OFFICE 3,283
ROCK RUN - CENTER ROCK RUN - CENTER OFFICE 4,063
ROCK RUN - SOUTH ROCK RUN - SOUTH OFFICE 3,441
FREEDOM SQUARE I FREEDOM SQUARE I OFFICE -
FREEDOM SQUARE II FREEDOM SQUARE II OFFICE 6,878
CORPORATE PLAZA I CORPORATE PLAZA I OFFICE 8,372
CORPORATE PLAZA II CORPORATE PLAZA II OFFICE 7,155
ONE CORPORATE EXCHANGE ONE CORPORATE EXCHANGE OFFICE 5,089
FREEDOM SQUARE III FREEDOM SQUARE III OFFICE -
6111 OAK TREE 6111 OAK TREE OFFICE -
CORPORATE PLACE CORPORATE PLACE OFFICE -
CORPORATE CIRCLE CORPORATE CIRCLE OFFICE -
LANDERBROOK CORPORATE LANDERBROOK CORPORATE OFFICE -
DYMENT DYMENT INDUSTRIAL -
JOHNSON CONTROLS JOHNSON CONTROLS INDUSTRIAL -
SOLON INDUST.PARK 30600 CARTER INDUSTRIAL -
SOLON INDUST.PARK 6230 COCHRAN INDUSTRIAL -
SOLON INDUST.PARK 31900 SOLON - FRONT INDUSTRIAL -
SOLON INDUST.PARK 5821 SOLON INDUSTRIAL -
SOLON INDUST.PARK 6161 COCHRAN INDUSTRIAL -
SOLON INDUST.PARK 5901 HARPER INDUSTRIAL -
- 50 -
<PAGE>
SOLON INDUST.PARK 29125 SOLON INDUSTRIAL -
SOLON INDUST.PARK 6661 COCHRAN INDUSTRIAL -
SOLON INDUST.PARK 6521 DAVIS INDUSTRIAL -
SOLON INDUST.PARK 31900 SOLON - REAR INDUSTRIAL -
CORPORATE CENTER I CORPORATE CENTER I OFFICE -
CORPORATE CENTER II CORPORATE CENTER II OFFICE -
COLUMBUS OHIO
- -------------
CORP.PARK AT TUTTLE CRSG LITEL OFFICE -
CORP.PARK AT TUTTLE CRSG STERLING 1 OFFICE -
CORP.PARK AT TUTTLE CRSG INDIANA INSURANCE OFFICE -
CORP.PARK AT TUTTLE CRSG STERLING 2 OFFICE -
CORP.PARK AT TUTTLE CRSG JOHN ALDEN LIFE INS. OFFICE -
CORP.PARK AT TUTTLE CRSG CARDINAL HEALTH OFFICE -
CORP.PARK AT TUTTLE CRSG COMPMANAGEMENT OFFICE -
CORP.PARK AT TUTTLE CRSG STERLING 3 OFFICE -
CORP.PARK AT TUTTLE CRSG NATIONWIDE OFFICE -
CORP.PARK AT TUTTLE CRSG LAZARUS GROUND LEASE RETAIL -
CORP.PARK AT TUTTLE CRSG XEROX OFFICE -
SUN TV SUN TV INDUSTRIAL -
SOUTH POINTE BUILDING D INDUSTRIAL -
SOUTH POINTE BUILDING E INDUSTRIAL -
PET FOODS BUILD-TO-SUIT PET FOODS DIST. INDUSTRIAL 3,352
GALYAN'S GALYAN'S RETAIL 3,011
TUTTLE RETAIL CENTER TUTTLE RETAIL CTR. RETAIL -
MBM BUILDING MBM BUILDING INDUSTRIAL -
METROCENTER III METROCENTER III OFFICE -
SCIOTO CORP.CTR. SCIOTO CORP.CTR. OFFICE -
V.A. HOSPITAL V.A. HOSPITAL MEDICAL 5,804
PARKWOOD PLACE PARKWOOD PLACE OFFICE -
TUTTLE CROSSING UNO'S LAND LEASE -
DAYTON, OHIO
- ------------
SUGARCREEK PLAZA SUGARCREEK PLAZA RETAIL -
CHICAGO, ILLINOIS
- -----------------
EXECUTIVE TOWERS I EXECUTIVE TOWERS I OFFICE -
EXECUTIVE TOWERS II EXECUTIVE TOWERS II OFFICE -
EXECUTIVE TOWERS III EXECUTIVE TOWERS III OFFICE -
DECATUR, ILLINOIS
- -----------------
PARK 101 BUILDING #3 INDUSTRIAL -
PARK 101 BUILDING #8 INDUSTRIAL -
PARK 101 ILL POWER LAND
LEASE INDUSTRIAL -
BLOOMINGTON, ILLINOIS
- ---------------------
LAKEWOOD PLAZA LAKEWOOD PLAZA RETAIL -
CHAMPAIGN, ILLINOIS
- -------------------
MARKET VIEW SHOPPING CTR MARKET VIEW CENTER RETAIL -
ST. LOUIS, MISSOURI
- -------------------
LAUMEIER I LAUMEIER I OFFICE -
LAUMEIER II LAUMEIER II OFFICE -
WESTVIEW PLACE WESTVIEW PLACE OFFICE -
WESTMARK WESTMARK OFFICE -
ALFA - LAVAL ALFA - LAVAL INDUSTRIAL -
I-70 CENTER I-70 CENTER INDUSTRIAL -
1920 BELTWAY 1920 BELTWAY INDUSTRIAL -
POINT 70 3322 NGIC OFFICE 6,938
POINT 70 3300 POINTE 70 OFFICE 4,460
RIVERPORT TOWER RIVERPORT TOWER OFFICE -
SCRIPTS BUILDING SCRIPTS BUILDING INDUSTRIAL -
RIVERPORT DISTRIBUTION RIVERPORT DIST. INDUSTRIAL -
- 51 -
<PAGE>
SCHULTZ BUILDING SCHULTZ BUILDING INDUSTRIAL -
MARYVILLE CENTER 500 MARYVILLE CENTER OFFICE 15,382
MARYVILLE CENTER 530 MARYVILLE CENTER OFFICE 8,521
MARYVILLE CENTER 550 MARYVILLE CENTER OFFICE 10,500
MARYVILLE CENTER 635 MARYVILLE CENTER OFFICE 12,926
MARYVILLE CENTER 655 MARYVILLE CENTER OFFICE 9,612
MARYVILLE CENTER 540 MARYVILLE CENTER OFFICE 20,000
TWIN OAKS TWIN OAKS OFFICE -
SOUTHPORT I SOUTHPORT I INDUSTRIAL -
SOUTHPORT II SOUTHPORT II INDUSTRIAL -
SOUTHPORT COMMERCE CTR SOUTHPORT COMMERCE
CTR. INDUSTRIAL -
MINNEAPOLIS, MINNESOTA
- ----------------------
ENTERPRISE INDUST. CTR. ENTERPRISE INDUST.
CTR. INDUSTRIAL 2,792
APOLLO DISTRIBUTION CTR. APOLLO DISTRIBUTION
CTR. INDUSTRIAL -
SIBLEY INDUSTRIAL CTR. I SIBLEY INDUSTRIAL
CTR. I INDUSTRIAL -
SIBLEY INDUSTRIAL CTR. II SIBLEY INDUSTRIAL
CTR. II INDUSTRIAL -
SIBLEY INDUSTRIAL CTR. III SIBLEY INDUSTRIAL
CTR. III INDUSTRIAL -
YANKEE PLACE YANKEE PLACE INDUSTRIAL -
LARC INDUSTRIAL PARK I LARC INDUSTRIAL
PARK I INDUSTRIAL -
LARC INDUSTRIAL PARK II LARC INDUSTRIAL
PARK II INDUSTRIAL -
LARC INDUSTRIAL PARK III LARC INDUSTRIAL
PARK III INDUSTRIAL -
LARC INDUSTRIAL PARK IV LARC INDUSTRIAL
PARK IV INDUSTRIAL -
LARC INDUSTRIAL PARK V LARC INDUSTRIAL
PARK V INDUSTRIAL -
LARC INDUSTRIAL PARK VI LARC INDUSTRIAL
PARK VI INDUSTRIAL -
LARC INDUSTRIAL PARK VII LARC INDUSTRIAL
PARK VII INDUSTRIAL -
HAMPSHIRE DIST CTR. N. HAMPSHIRE DIST
CTR. N. INDUSTRIAL 2,969
HAMPSHIRE DIST CTR. SOUTH HAMPSHIRE DIST
CTR. S. INDUSTRIAL 3,454
PENN CORPORATE BUILDING PENN CORPORATE BLDG INDUSTRIAL -
BLOOMINGTON INDUST. CTR. BLOOMINGTON INDUST.
CTR. INDUSTRIAL 2,066
EDINA INTERCHANGE I EDINA INTERCHANGE
I INDUSTRIAL 2,135
EDINA INTERCHANGE II EDINA INTERCHANGE
II INDUSTRIAL 1,465
EDINA INTERCHANGE III EDINA INTERCHANGE
III INDUSTRIAL 1,652
EDINA INTERCHAGE IV EDINA INTERCHAGE IV INDUSTRIAL -
EDINA INTERCHANGE V EDINA INTERCHANGE V INDUSTRIAL -
PAKWA BUSINESS PARK I PAKWA BUSINESS
PARK I INDUSTRIAL -
PAKWA BUSINESS PARK II PAKWA BUSINESS
PARK II INDUSTRIAL -
PAKWA BUSINESS PARK III PAKWA BUSINESS
PARK III INDUSTRIAL -
7540 BUSH LAKE ROAD 7540 BUSH LAKE RD. INDUSTRIAL -
CAHILL BUSINESS CTR. CAHILL BUSINESS CTR.INDUSTRIAL -
10801 RED CIRCLE DRIVE 10801 RED CIRCLE DR. OFFICE -
ENCORE PARK ENCORE PARK INDUSTRIAL -
JOHNSON BUILDING JOHNSON BUILDING INDUSTRIAL -
CORNERSTONE BUSINESS CTR. CORNERSTONE BUSINESS
CTR INDUSTRIAL 6,856
WESTSIDE BUSINESS PARK WESTSIDE BUSINESS
PARK INDUSTRIAL -
KNOX LAND LEASE KNOX LAND LEASE LAND LEASE -
OXFORD INDUSTRIAL OXFORD INDUSTRIAL INDUSTRIAL -
CEDAR LAKE BUSINESS CTR. CEDAR LAKE BUS.CTR. INDUSTRIAL -
MEDICINE LAKE INDUST.CTR MEDICINE LAKE
INDUST.CTR INDUSTRIAL 4,763
MEDICINE LAKE PROF BLDG. MEDICINE LAKE
PROF BLDG. OFFICE -
801 ZANE AVE NORTH 801 ZANE AVE NORTH INDUSTRIAL -
DECATUR BUSINESS CTR. DECATUR BUSINESS
CTR. INDUSTRIAL -
SANDBURG INDUSTRIAL CTR. SANDBURG INDUSTRIAL
CTR. INDUSTRIAL -
CRYSTAL INDUSTRIAL CTR. CRYSTAL INDUSTRIAL
CTR. INDUSTRIAL -
BASS LAKE BUSINESS CTR. BASS LAKE BUSINESS
CTR. INDUSTRIAL 1,115
UNIVERSITY LAND LEASE UNIVERSITY LAND
LEASE LAND LEASE -
ELIMINATIONS -
-------
TOTALS $367,119
=======
</TABLE>
- 52 -
<PAGE>
<TABLE>
<CAPTION>
INITIAL COST TO COMPANY COSTS (1)
----------------------- CAPITALIZED
BUILDINGS/ SUBSEQUENT TO
LOCATION / DEVELOPMENT BUILDING LAND IMPROVEMENTS ACQUISITION
- ---------------------- -------- ------ ------------ -------------
<S> <C> <C> <C> <C>
INDIANAPOLIS, INDIANA
- ---------------------
PARK 100 BUSINESS PARK BUILDING #32 64 740 234
PARK 100 BUSINESS PARK BUILDING #34 131 1,455 261
PARK 100 BUSINESS PARK BUILDING #38 25 241 26
PARK 100 BUSINESS PARK BUILDING #79 184 1,764 409
PARK 100 BUSINESS PARK BUILDING #80 251 2,412 231
PARK 100 BUSINESS PARK BUILDING #83 247 2,572 213
PARK 100 BUSINESS PARK BUILDING #84 347 2,604 242
PARK 100 BUSINESS PARK BUILDING #95 642 4,756 323
PARK 100 BUSINESS PARK BUILDING #96 1,414 8,734 4,613
PARK 100 BUSINESS PARK BUILDING #97 676 4,294 1,350
PARK 100 BUSINESS PARK BUILDING #98 473 6,022 1,956
PARK 100 BUSINESS PARK BUILDING #100 103 2,179 730
PARK 100 BUSINESS PARK BUILDING #107 99 1,575 138
PARK 100 BUSINESS PARK BUILDING #109 240 1,865 (52)
PARK 100 BUSINESS PARK BUILDING #116 341 3,144 39
PARK 100 BUSINESS PARK BUILDING #118 226 2,229 209
PARK 100 BUSINESS PARK BUILDING #119 388 3,386 367
PARK 100 BUSINESS PARK BUILDING #121 592 960 143
PARK 100 BUSINESS PARK BUILDING #122 284 3,359 426
PARK 100 BUSINESS PARK BUILDING #125 674 5,712 126
PARK 100 BUSINESS PARK BUILDING #126 165 1,362 168
PARK 100 BUSINESS PARK BUILDING #127 96 1,726 419
PARK 100 BUSINESS PARK BUILDING #128 904 8,429 228
PARK 100 BUSINESS PARK BUILDING #129 865 5,468 577
PARK 100 BUSINESS PARK BUILDING #130 514 4,027 -
PARK 100 BUSINESS PARK BUILDING #131 1,006 7,015 735
PARK 100 BUSINESS PARK BUILDING #132 446 1,165 380
PARK 100 BUSINESS PARK BUILDING #133 - 987 37
GEORGETOWN ROAD BUILDING 1 362 2,437 -
GEORGETOWN ROAD BUILDING 2 374 2,588 -
GEORGETOWN ROAD BUILDING 3 421 1,960 (0)
PARK 100 BUSINESS PARK UPS LAND LEASE - - 270
PARK 100 BUSINESS PARK NORGATE LAND
LEASE 51 - -
PARK 100 BUSINESS PARK KENNY ROGERS
LAND LEASE 56 - 9
PARK 100 BUSINESS PARK SCHAHET HOTELS
LAND LEASE 131 - (131)
PARK 100 BUSINESS PARK NORCO LAND LEASE - 38 (1)
PARK 100 BUSINESS PARK ZOLLMAN LAND LEASE 115 - (0)
SHADELAND STATION 7351 SHADELAND 101 1,359 200
SHADELAND STATION BUILDING #204/205 260 2,595 627
SHADELAND STATION 7240 SHADELAND 152 3,113 859
SHADELAND STATION 7330 SHADELAND 255 4,045 52
SHADELAND STATION 7369 SHADELAND 100 1,129 103
SHADELAND STATION 7340 SHADELAND 165 2,458 217
SHADELAND STATION 7400 SHADELAND 570 2,959 435
CASTLETON CORNER CUB PLAZA 540 4,850 300
CASTLETON SHOPPING CTR. MICHAEL'S PLAZA 749 3,400 388
SOUTH PARK, INDIANA BUILDING #1 287 2,328 438
SOUTH PARK, INDIANA BUILDING #2 334 3,081 919
SOUTH PARK, INDIANA BUILDING #3 208 2,150 472
SOUTH PARK, INDIANA BRYLANE PARKING
LOT LEASE - 54 3
GREENWOOD CORNER GREENWOOD CORNER 390 3,435 144
GREENWOOD CORNER 1st INDIANA
BANK BRANCH 46 245 22
ST. FRANCIS ST. FRANCIS - 5,839 612
COMMUNITY MOB COMMUNITY MOB 350 1,925 941
HILLSDALE TECHNECENTER BUILDING #4 366 4,711 597
HILLSDALE TECHNECENTER BUILDING #5 251 3,235 250
HILLSDALE TECHNECENTER BUILDING #6 315 4,054 222
KEYSTONE AT THE CROSSING 8465 KEYSTONE 89 1,302 55
WOODFIELD AT THE CROSSING WOODFIELD II 719 9,106 908
WOODFIELD AT THE CROSSING WOODFIELD III 3,767 19,817 2,725
KEYSTONE AT THE CROSSING 8555 KATC - 5,857 93
KEYSTONE AT THE CROSSING 3520 COMMERCE
CRSG 19 560 73
ONE PARKWOOD ONE PARKWOOD 1,018 9,578 524
TWO PARKWOOD TWO PARKWOOD 861 5,134 2,316
THREE PARKWOOD THREE PARKWOOD 1,316 6,048 2,102
PALOMAR PALOMAR 158 1,148 394
FRANKLIN ROAD BUSINESS CTR. FRANKLIN ROAD
BUSINESS CTR. 594 3,986 2,310
NAMPAC BUILDING NAMPAC BUILDING 274 1,622 142
HAMILTON CROSSING BUILDING #1 526 2,424 396
HAMILTON CROSSING BUILDING #2 313 1,315 630
KEYSTONE AT THE CROSSING F.C. TUCKER
BUILDING - 264 17
PARK FLETCHER BUILDING #14 76 722 98
- 48 -
<PAGE>
6060 GUION ROAD (VANSTAR) 6060 GUION ROAD
(VANSTAR) 511 2,656 131
NORTH AIRPORT PARK BUILDING #2 550 5,470 2,170
4750 KENTUCKY AVENUE 4750 KENTUCKY AVE. 246 2,260 214
4316 WEST MINNESOTA 4316 W. MINNESOTA 287 2,178 295
FORT WAYNE, INDIANA
- -------------------
COLDWATER CROSSING COLDWATER SHOPPES 2,310 15,827 1,146
LEBANON, INDIANA
- ----------------
AMERICAN AIR FILTER AMERICAN AIR
FILTER 177 3,053 70
PURITY WHOLESALE PURITY WHOLESALE 269 7,361 1,209
PAMIDA PAMIDA 177 3,625 590
NASHVILLE, TENNESSEE
- --------------------
KEEBLER BUILDING KEEBLER BUILDING 307 1,183 74
HAYWOOD OAKS TECHNECENTER BUILDING #2 395 1,767 152
HAYWOOD OAKS TECHNECENTER BUILDING #3 346 1,575 295
HAYWOOD OAKS TECHNECENTER BUILDING #4 435 1,948 194
HAYWOOD OAKS TECHNECENTER BUILDING #5 629 2,816 424
HAYWOOD OAKS TECHNECENTER BUILDING #6 924 5,730 648
HAYWOOD OAKS TECHNECENTER BUILDING #7 456 1,642 734
HAYWOOD OAKS TECHNECENTER BUILDING #8 617 2,225 1,341
GREENBRIAR BUSINESS PARK GREENBRIAR 1,445 4,490 762
HEBRON, KENTUCKY
- -----------------
SOUTHPARK, KENTUCKY CR SERVICES 1,085 4,060 -
SOUTHPARK, KENTUCKY BUILDING #1 682 3,725 379
SOUTHPARK, KENTUCKY BUILDING #3 841 3,382 312
SOUTHPARK, KENTUCKY REDKEN 779 3,095 178
FLORENCE, KENTUCKY
- ------------------
EMPIRE COMMERCE EMPIRE COMMERCE 581 2,784 337
SOFA EXPRESS SOFA EXPRESS 145 718 914
CINCINNATI, OHIO
- ----------------
PARK 50 TECHNECENTER BUILDING #17 500 6,200 (344)
PARK 50 TECHNECENTER BUILDING #20 461 7,450 (346)
PARK 50 TECHNECENTER BUILDING #25 1,161 3,758 948
PARK 50 TECHNECENTER SDRC BUILDING 911 19,004 1,400
FIDELITY DRIVE DUN & BRADSTREET 270 2,510 384
WORLD PARK BUILDING #5 270 3,260 627
WORLD PARK BUILDING #6 378 4,488 (684)
WORLD PARK BUILDING #7 525 4,150 364
WORLD PARK BUILDING #8 561 5,309 360
WORLD PARK BUILDING #9 317 2,993 321
WORLD PARK BUILDING #11 460 4,701 390
WORLD PARK BUILDING #14 380 3,592 255
WORLD PARK BUILDING #15 373 2,274 354
WORLD PARK BUILDING #16 321 3,033 21
WORLD PARK BUILDING #18
(BEIERSDORF) 834 6,000 (633)
EASTGATE PLAZA EASTGATE PLAZA 2,030 4,079 909
FAIRFIELD BUSINESS CTR. BUILDING D 135 1,639 71
FAIRFIELD BUSINESS CTR. BUILDING E 398 2,461 136
UNIVERSITY MOVING UNIVERSITY MOVING 248 1,612 98
TRI-COUNTY OFFICE PARK BUILDINGS #1 - #4 217 5,211 747
GOVERNOR'S PLAZA GOVERNOR'S PLAZA 2,012 8,452 740
GOVERNOR'S PLAZA KING'S MALL II 1,928 3,636 573
GOVERNOR'S PLAZA KOHLS 1,345 3,575 256
SOFA EXPRESS SOFA EXPRESS 145 771 36
- 49 -
<PAGE>
OFFICE MAX OFFICE MAX 651 1,223 98
312 ELM BUILDING 312 ELM 4,750 43,823 6,179
311 ELM STREET ZUSSMAN 339 6,226 611
ENTERPRISE BUSINESS PARK BUILDING 1 1,030 5,482 797
ENTERPRISE BUSINESS PARK BUILDING 2 733 3,443 1,202
ENTERPRISE BUSINESS PARK BUILDING A 119 685 49
ENTERPRISE BUSINESS PARK BUILDING B 119 1,117 80
ENTERPRISE BUSINESS PARK BUILDING D 243 1,802 550
312 PLUM STREET S & L DATA 2,539 24,312 2,573
TRIANGLE OFFICE PARK BUILDINGS #1 - #38 1,000 10,440 2,119
GOVERNOR'S HILL 8790 GOVERNOR'S
HILL 400 4,581 475
GOVERNOR'S HILL 8700 GOVERNOR'S
HILL 459 5,705 240
GOVERNOR'S HILL 8800 GOVERNOR'S
HILL 225 2,305 490
GOVERNOR'S HILL 8600 GOVERNOR'S
HILL 1,220 17,689 1,860
GOVERNOR'S POINTE 4770 BUILDING 586 7,609 412
GOVERNOR'S POINTE 4700 BUILDING 584 5,465 470
GOVERNOR'S POINTE 4900 BUILDING 654 4,017 648
GOVERNOR'S POINTE 4705 BUILDING 719 6,910 2,157
GOVERNOR'S POINTE 4800 BUILDING 978 4,742 978
GOVERNOR'S POINTE LOWES 1,241 4,214 1,789
GOVERNOR'S POINTE ANTHEM PRESCRIPTION
MGMT. 594 4,100 1,996
GOVERNOR'S POINTE 4660 BUILDING 385 3,662 1,264
BIGG'S SUPERCENTER BIGG'S SUPERCENTER 2,107 4,545 3,091
GOVERNOR'S POINTE 4605 BUILDING 630 16,236 1,882
MONTGOMERY CROSSING STEINBERG'S 260 852 140
MONTGOMERY CROSSING II SPORTS UNLIMITED 778 3,687 205
GOVERNOR'S PLAZA KING'S AUTO MALL I 1,085 3,859 967
MOSTELLER DIST. CTR. MOSTELLER DIST.
CTR. 1,220 4,209 2,634
MOSTELLER DIST. CTR. MOSTELLER DIST.
CTR. II 408 4,550 1,003
FRANCISCAN HEALTH FRANCISCAN HEALTH - 3,248 -
PERIMETER PARK BUILDING A 229 1,274 43
PERIMETER PARK BUILDING B 244 1,001 45
CREEK ROAD BUILDING 1 103 792 55
CREEK ROAD BUILDING 2 132 1,093 61
WEST LAKE CTR. WEST LAKE CTR. 2,459 15,972 998
EXECUTIVE PLAZA I EXECUTIVE PLAZA I 729 5,249 -
EXECUTIVE PLAZA II EXECUTIVE PLAZA II 729 5,332 -
LAKE FOREST PLACE LAKE FOREST PLACE 1,953 19,164 284
HUNTINGTON BANK HUNTINGTON BANK 175 220 9
OHIO NATIONAL OHIO NATIONAL 2,463 24,408 341
CORNELL COMMERCE CORNELL COMMERCE 495 4,501 316
ONE ASHVIEW PLACE ONE ASHVIEW PL. 1,204 12,328 175
REMINGTON PARK BLDG A 560 1,442 27
REMINGTON PARK BLDG B 560 1,442 23
BLUE ASH OFFICE CTR VI BLUE ASH OFFICE
CTR VI 518 2,775 35
SKYPORT BUSINESS PARK SKYPORT BUILDING 1 611 5,661 535
APPLEBEES APPLEBEES 338 - -
7910 KENTUCKY DRIVE 7910 KENTUCKY DR. 285 673 76
7920 KENTUCKY DRIVE 7920 KENTUCKY DR. 698 1,235 15
KENWOOD EXEC. CTR. KENWOOD EXEC. CTR. 606 3,886 -
CLEVELAND, OHIO
- ---------------
ROCK RUN - NORTH ROCK RUN - NORTH 837 5,351 175
ROCK RUN - CTR. ROCK RUN - CTR. 1,046 6,686 143
ROCK RUN - SOUTH ROCK RUN - SOUTH 877 5,604 189
FREEDOM SQUARE I FREEDOM SQUARE I 595 3,796 96
FREEDOM SQUARE II FREEDOM SQUARE II 1,746 11,141 445
CORPORATE PLAZA I CORPORATE PLAZA I 2,116 13,528 583
CORPORATE PLAZA II CORPORATE PLAZA II 1,841 11,768 260
ONE CORPORATE EXCHANGE ONE CORPORATE
EXCHANGE 1,287 8,226 352
FREEDOM SQUARE III FREEDOM SQUARE III 701 5,027 1,168
6111 OAK TREE 6111 OAK TREE 703 4,492 80
CORPORATE PLACE CORPORATE PLACE 1,161 7,425 320
CORPORATE CIRCLE CORPORATE CIRCLE 1,696 10,846 606
LANDERBROOK CORPORATE LANDERBROOK CORP. 1,807 7,445 2,062
DYMENT DYMENT 817 5,234 58
JOHNSON CONTROLS JOHNSON CONTROLS 364 2,330 26
SOLON INDUST.PARK 30600 CARTER 819 3,286 38
SOLON INDUST.PARK 6230 COCHRAN 600 2,408 31
SOLON INDUST.PARK 31900 SOLON-FRONT 473 1,897 22
SOLON INDUST.PARK 5821 SOLON 554 2,222 30
SOLON INDUST.PARK 6161 COCHRAN 395 1,583 25
SOLON INDUST.PARK 5901 HARPER 349 1,399 19
- 50 -
<PAGE>
SOLON INDUST.PARK 29125 SOLON 504 2,023 27
SOLON INDUST.PARK 6661 COCHRAN 244 981 14
SOLON INDUST.PARK 6521 DAVIS 128 514 6
SOLON INDUST.PARK 31900 SOLON - REAR 81 325 4
CORPORATE CTR. I CORPORATE CTR. I 1,048 6,695 441
CORPORATE CTR. II CORPORATE CTR. II 1,048 6,712 852
COLUMBUS, OHIO
- --------------
CORP.PARK AT TUTTLE CRSG LITEL 2,618 17,428 1,555
CORP.PARK AT TUTTLE CRSG STERLING 1 1,494 11,856 927
CORP.PARK AT TUTTLE CRSG INDIANA INSURANCE 717 2,081 1,079
CORP.PARK AT TUTTLE CRSG STERLING 2 605 5,300 389
CORP.PARK AT TUTTLE CRSG JOHN ALDEN LIFE
INSURANCE 1,066 6,856 432
CORP.PARK AT TUTTLE CRSG CARDINAL HEALTH 1,600 9,556 1,442
CORP.PARK AT TUTTLE CRSG COMPMANAGEMENT 867 2,860 1,507
CORP.PARK AT TUTTLE CRSG STERLING 3 1,601 8,207 228
CORP.PARK AT TUTTLE CRSG NATIONWIDE 4,815 18,554 (285)
CORP.PARK AT TUTTLE CRSG LAZARUS GROUND
LEASE 852 - 0
CORP.PARK AT TUTTLE CRSG XEROX 1,580 8,630 490
SUN TV SUN TV 2,005 17,468 215
SOUTH POINTE BUILDING D 276 2,485 502
SOUTH POINTE BUILDING E 279 2,046 -
PET FOODS BUILD-TO-SUIT PET FOODS DIST. 268 4,932 1,296
GALYAN'S GALYAN'S 1,925 3,146 335
TUTTLE RETAIL CTR. TUTTLE RETAIL
CTR. 2,625 6,598 548
MBM BUILDING MBM BUILDING 170 1,916 114
METROCTR. III METROCTR. III 887 2,727 958
SCIOTO CORPORATE CTR. SCIOTO CORPORATE
CTR. 1,137 3,147 184
V.A. HOSPITAL V.A. HOSPITAL 703 9,239 478
PARKWOOD PLACE PARKWOOD PLACE 1,690 5,457 6,020
TUTTLE CROSSING UNO'S - - 587
DAYTON, OHIO
- ------------
SUGARCREEK PLAZA SUGARCREEK PLAZA 898 6,492 (229)
CHICAGO, ILLINOIS
- -----------------
EXECUTIVE TOWERS I EXECUTIVE TOWERS
I 2,652 23,705 756
EXECUTIVE TOWERS II EXECUTIVE TOWERS
II 3,386 30,965 144
EXECUTIVE TOWERS III EXECUTIVE TOWERS
III 3,512 32,126 89
DECATUR, ILLINOIS
- -----------------
PARK 101 BUILDING #3 275 2,405 787
PARK 101 BUILDING #8 80 1,660 58
PARK 101 ILL POWER
LAND LEASE 212 - (0)
BLOOMINGTON, ILLINOIS
- ---------------------
LAKEWOOD PLAZA LAKEWOOD PLAZA 766 7,199 1,175
CHAMPAIGN, ILLINOIS
- -------------------
MARKET VIEW SHOPPING CTR MARKET VIEW CTR. 740 6,830 (204)
ST. LOUIS, MISSOURI
- -------------------
LAUMEIER I LAUMEIER I 1,220 9,091 1,073
LAUMEIER II LAUMEIER II 1,258 9,054 1,038
WESTVIEW PLACE WESTVIEW PLACE 673 8,389 812
WESTMARK WESTMARK 1,200 9,759 702
ALFA - LAVAL ALFA - LAVAL 1,158 4,944 357
I-70 CENTER I-70 CENTER 950 3,915 239
1920 BELTWAY 1920 BELTWAY 605 1,462 36
POINT 70 3322 NGIC 2,615 10,461 241
POINT 70 3300 POINTE 70 1,186 7,287 88
RIVERPORT TOWER RIVERPORT TOWER 3,250 29,251 263
SCRIPTS BUILDING SCRIPTS BUILDING 942 8,482 65
RIVERPORT DISTRIBUTION RIVERPORT DIST. 242 2,175 31
- 51 -
<PAGE>
SCHULTZ BUILDING SCHULTZ BUILDING 216 1,943 15
MARYVILLE CTR. 500 MARYVILLE
CTR. 3,402 26,962 82
MARYVILLE CTR. 530 MARYVILLE
CTR. 2,219 14,420 -
MARYVILLE CTR. 550 MARYVILLE
CTR. 2,219 13,106 -
MARYVILLE CTR. 635 MARYVILLE
CTR. 1,996 11,525 254
MARYVILLE CTR. 655 MARYVILLE
CTR. 3,048 16,652 -
MARYVILLE CTR. 540 MARYVILLE
CTR. 1,860 12,225 115
TWIN OAKS TWIN OAKS 566 8,072 83
SOUTHPORT I SOUTHPORT I 192 808 1
SOUTHPORT II SOUTHPORT II 151 636 8
SOUTHPORT COMMERCE CTR SOUTHPORT COMMERCE
CTR 233 979 16
MINNEAPOLIS, MINNESOTA
- ----------------------
ENTERPRISE INDUST.CTR. ENTERPRISE INDUST.
CTR. 874 4,884 -
APOLLO DISTRIBUTION CTR. APOLLO DISTRIBUTION
CTR. 866 4,842 -
SIBLEY INDUST.CTR. I SIBLEY INDUST.CTR.
I 356 2,012 4
SIBLEY INDUST.CTR. II SIBLEY INDUST.CTR.
II 234 1,311 138
SIBLEY INDUST.CTR. III SIBLEY INDUST.CTR.
III 213 1,191 -
YANKEE PLACE YANKEE PLACE 2,822 15,777 -
LARC INDUST.PARK I LARC INDUST.
PARK I 283 1,580 -
LARC INDUST.PARK II LARC INDUST.
PARK II 227 1,268 -
LARC INDUST.PARK III LARC INDUST.
PARK III 137 765 -
LARC INDUST.PARK IV LARC INDUST.
PARK IV 91 510 -
LARC INDUST.PARK V LARC INDUST.
PARK V 97 541 -
LARC INDUST.PARK VI LARC INDUST.
PARK VI 377 2,107 -
LARC INDUST.PARK VII LARC INDUST.
PARK VII 244 1,365 12
HAMPSHIRE DIST CTR. N. HAMPSHIRE DIST
CTR. N. 782 4,370 -
HAMPSHIRE DIST CTR. S. HAMPSHIRE DIST
CTR. S. 910 5,085 -
PENN CORPORATE BUILDING PENN CORPORATE
BUILDING 315 1,762 -
BLOOMINGTON INDUST.CTR. BLOOMINGTON
INDUST.CTR. 628 3,508 -
EDINA INTERCHANGE I EDINA INTERCHANGE
I 637 3,560 -
EDINA INTERCHANGE II EDINA INTERCHANGE
II 437 2,444 -
EDINA INTERCHANGE III EDINA INTERCHANGE
III 493 2,754 -
EDINA INTERCHANGE IV EDINA INTERCHAGE
IV 230 1,286 -
EDINA INTERCHANGE V EDINA INTERCHANGE
V 982 5,489 -
PAKWA BUSINESS PARK I PAKWA BUSINESS
PARK I 351 1,962 -
PAKWA BUSINESS PARK II PAKWA BUSINESS
PARK II 217 1,212 -
PAKWA BUSINESS PARK III PAKWA BUSINESS
PARK III 251 1,403 -
7540 BUSH LAKE ROAD 7540 BUSH
LAKE ROAD 477 2,669 -
CAHILL BUSINESS CTR. CAHILL BUSINESS
CTR. 513 2,868 29
10801 RED CIRCLE DRIVE 10801 RED
CIRCLE DRIVE 533 2,981 -
ENCORE PARK ENCORE PARK 984 5,503 -
JOHNSON BUILDING JOHNSON BUILDING 558 3,121 3
CORNERSTONE BUSINESS CTR CORNERSTONE
BUSINESS CTR 1,469 8,212 -
WESTSIDE BUSINESS PARK WESTSIDE BUSINESS
PARK 1,189 6,646 -
KNOX LAND LEASE KNOX LAND LEASE 1,066 - -
OXFORD INDUSTRIAL OXFORD INDUSTRIAL 103 576 -
CEDAR LAKE BUSINESS CTR. CEDAR LAKE
BUSINESS CTR. 334 1,868 -
MEDICINE LAKE INDUST.CTR MEDICINE LAKE
INDUST.CTR 1,158 6,472 -
MEDICINE LAKE PROF BLDG MEDICINE LAKE
PROF BLDG 77 430 -
801 ZANE AVE NORTH 801 ZANE AVE N. 369 2,064 -
DECATUR BUSINESS CTR. DECATUR BUSINESS
CTR. 436 2,436 18
SANDBURG INDUST.CTR. SANDBURG INDUST.
CTR. 456 2,551 -
CRYSTAL INDUST.CTR. CRYSTAL INDUST.
CTR. 456 2,549 51
BASS LAKE BUSINESS CTR. BASS LAKE
BUSINESS CTR. 298 1,668 2
UNIVERSITY LAND LEASE UNIVERSITY LAND
LEASE 296 - -
ELIMINATIONS - 117 -
------- --------- -------
TOTALS $220,959 1,474,101 130,229
======= ========= =======
</TABLE>
- 52 -
<PAGE>
<TABLE>
<CAPTION>
GROSS BOOK VALUE AT DECEMBER 31, 1997
-------------------------------------
LAND & BUILDINGS/
LOCATION / DEVELOPMENT BUILDING IMPROVEMENTS IMPROVEMENTS TOTAL
- --------------------- -------- ------------ ------------ --------
<S> <C> <C> <C> <C>
INDIANAPOLIS, INDIANA
PARK 100 BUSINESS PARK BUILDING #32 65 973 1,038
PARK 100 BUSINESS PARK BUILDING #34 133 1,714 1,847
PARK 100 BUSINESS PARK BUILDING #38 27 265 292
PARK 100 BUSINESS PARK BUILDING #79 187 2,170 2,357
PARK 100 BUSINESS PARK BUILDING #80 256 2,638 2,894
PARK 100 BUSINESS PARK BUILDING #83 252 2,780 3,032
PARK 100 BUSINESS PARK BUILDING #84 354 2,839 3,193
PARK 100 BUSINESS PARK BUILDING #95 642 5,079 5,721
PARK 100 BUSINESS PARK BUILDING #96 1,436 13,325 14,761
PARK 100 BUSINESS PARK BUILDING #97 676 5,644 6,320
PARK 100 BUSINESS PARK BUILDING #98 273 8,177 8,450
PARK 100 BUSINESS PARK BUILDING #100 103 2,909 3,012
PARK 100 BUSINESS PARK BUILDING #107 99 1,713 1,812
PARK 100 BUSINESS PARK BUILDING #109 246 1,807 2,053
PARK 100 BUSINESS PARK BUILDING #116 348 3,176 3,524
PARK 100 BUSINESS PARK BUILDING #118 231 2,433 2,664
PARK 100 BUSINESS PARK BUILDING #119 395 3,746 4,141
PARK 100 BUSINESS PARK BUILDING #121 604 1,091 1,695
PARK 100 BUSINESS PARK BUILDING #122 290 3,779 4,069
PARK 100 BUSINESS PARK BUILDING #125 674 5,838 6,512
PARK 100 BUSINESS PARK BUILDING #126 165 1,530 1,695
PARK 100 BUSINESS PARK BUILDING #127 96 2,145 2,241
PARK 100 BUSINESS PARK BUILDING #128 904 8,657 9,561
PARK 100 BUSINESS PARK BUILDING #129 865 6,045 6,910
PARK 100 BUSINESS PARK BUILDING #130 514 4,027 4,541
PARK 100 BUSINESS PARK BUILDING #131 1,110 7,646 8,756
PARK 100 BUSINESS PARK BUILDING #132 446 1,545 1,991
PARK 100 BUSINESS PARK BUILDING #133 - 1,024 1,024
GEORGETOWN ROAD BUILDING 1 362 2,437 2,799
GEORGETOWN ROAD BUILDING 2 374 2,588 2,962
GEORGETOWN ROAD BUILDING 3 421 1,960 2,381
PARK 100 BUSINESS PARK UPS LAND LEASE 270 - 270
PARK 100 BUSINESS PARK NORGATE LAND LEASE 51 - 51
PARK 100 BUSINESS PARK KENNY ROGERS LAND
LEASE 56 9 65
PARK 100 BUSINESS PARK SCHAHET HOTELS LAND
LEASE - - -
PARK 100 BUSINESS PARK NORCO LAND LEASE - 37 37
PARK 100 BUSINESS PARK ZOLLMAN LAND LEASE 115 - 115
SHADELAND STATION 7351 SHADELAND 104 1,556 1,660
SHADELAND STATION BUILDING #204/205 266 3,216 3,482
SHADELAND STATION 7240 SHADELAND 152 3,972 4,124
SHADELAND STATION 7330 SHADELAND 260 4,092 4,352
SHADELAND STATION 7369 SHADELAND 102 1,230 1,332
SHADELAND STATION 7340 SHADELAND 169 2,671 2,840
SHADELAND STATION 7400 SHADELAND 581 3,383 3,964
CASTLETON CORNER CUB PLAZA 550 5,140 5,690
CASTLETON SHOPPING CTR MICHAEL'S PLAZA 764 3,773 4,537
SOUTH PARK, INDIANA BUILDING #1 292 2,761 3,053
SOUTH PARK, INDIANA BUILDING #2 341 3,993 4,334
SOUTH PARK, INDIANA BUILDING #3 212 2,618 2,830
SOUTH PARK, INDIANA BRYLANE PARKING
LOT LEASE - 57 57
GREENWOOD CORNER GREENWOOD CORNER 419 3,550 3,969
GREENWOOD CORNER 1st INDIANA BANK
BRANCH 47 266 313
ST. FRANCIS ST. FRANCIS - 6,451 6,451
COMMUNITY MOB COMMUNITY MOB 351 2,865 3,216
HILLSDALE TECHNECTR BUILDING #4 366 5,308 5,674
HILLSDALE TECHNECTR BUILDING #5 251 3,485 3,736
HILLSDALE TECHNECTR BUILDING #6 315 4,276 4,591
KEYSTONE AT THE CROSSING 8465 KEYSTONE 90 1,356 1,446
WOODFIELD AT THE CROSSING WOODFIELD II 733 10,000 10,733
WOODFIELD AT THE CROSSING WOODFIELD III 3,843 22,466 26,309
KEYSTONE AT THE CROSSING 8555 KATC - 5,950 5,950
KEYSTONE AT THE CROSSING 3520 COMMERCE CRSG - 652 652
ONE PARKWOOD ONE PARKWOOD 1,018 10,102 11,120
TWO PARKWOOD TWO PARKWOOD 861 7,449 8,310
THREE PARKWOOD THREE PARKWOOD 1,377 8,089 9,466
PALOMAR PALOMAR 158 1,542 1,700
FRANKLIN ROAD BUSINESS FRANKLIN ROAD
CTR. BUSINESS CTR. 594 6,296 6,890
NAMPAC BUILDING NAMPAC BUILDING 274 1,764 2,038
HAMILTON CROSSING BUILDING #1 536 2,810 3,346
HAMILTON CROSSING BUILDING #2 382 1,876 2,258
KEYSTONE AT THE CROSSING F.C. TUCKER BLDG. - 281 281
PARK FLETCHER BUILDING #14 76 821 896
- 48 -
<PAGE>
6060 GUION ROAD 6060 GUION ROAD
(VANSTAR) (VANSTAR) 511 2,787 3,298
NORTH AIRPORT PARK BUILDING #2 777 7,413 8,190
4750 KENTUCKY AVENUE 4750 KENTUCKY AVE. 246 2,474 2,720
4316 WEST MINNESOTA 4316 W. MINNESOTA 287 2,473 2,760
FORT WAYNE, INDIANA
- -------------------
COLDWATER CROSSING COLDWATER SHOPPES 2,310 16,973 19,283
LEBANON, INDIANA
- ----------------
AMERICAN AIR FILTER AMERICAN AIR FILTER 177 3,123 3,300
PURITY WHOLESALE PURITY WHOLESALE 610 8,229 8,839
PAMIDA PAMIDA 306 4,086 4,392
NASHVILLE, TENNESSEE
- --------------------
KEEBLER BUILDING KEEBLER BUILDING 308 1,256 1,564
HAYWOOD OAKS TECHNECTR BUILDING #2 395 1,919 2,314
HAYWOOD OAKS TECHNECTR BUILDING #3 346 1,870 2,216
HAYWOOD OAKS TECHNECTR BUILDING #4 436 2,141 2,577
HAYWOOD OAKS TECHNECTR BUILDING #5 629 3,240 3,869
HAYWOOD OAKS TECHNECTR BUILDING #6 946 6,356 7,302
HAYWOOD OAKS TECHNECTR BUILDING #7 456 2,376 2,832
HAYWOOD OAKS TECHNECTR BUILDING #8 752 3,431 4,183
GREENBRIAR BUSINESS PARK GREENBRIAR 1,445 5,252 6,697
HEBRON, KENTUCKY
- ----------------
SOUTHPARK, KENTUCKY CR SERVICES 1,085 4,060 5,145
SOUTHPARK, KENTUCKY BUILDING #1 696 4,090 4,786
SOUTHPARK, KENTUCKY BUILDING #3 859 3,676 4,535
SOUTHPARK, KENTUCKY REDKEN 779 3,273 4,052
FLORENCE, KENTUCKY
- ------------------
EMPIRE COMMERCE EMPIRE COMMERCE 581 3,121 3,702
SOFA EXPRESS SOFA EXPRESS 735 1,042 1,777
CINCINNATI, OHIO
- ----------------
PARK 50 TECHNECTR BUILDING #17 510 5,846 6,356
PARK 50 TECHNECTR BUILDING #20 469 7,096 7,565
PARK 50 TECHNECTR BUILDING #25 1,184 4,683 5,867
PARK 50 TECHNECTR SDRC BUILDING 929 20,386 21,315
FIDELITY DRIVE DUN & BRADSTREET 277 2,887 3,164
WORLD PARK BUILDING #5 277 3,880 4,157
WORLD PARK BUILDING #6 385 3,797 4,182
WORLD PARK BUILDING #7 537 4,502 5,039
WORLD PARK BUILDING #8 561 5,669 6,230
WORLD PARK BUILDING #9 317 3,314 3,631
WORLD PARK BUILDING #11 460 5,091 5,551
WORLD PARK BUILDING #14 380 3,847 4,227
WORLD PARK BUILDING #15 381 2,620 3,001
WORLD PARK BUILDING #16 321 3,054 3,375
WORLD PARK BUILDING #18
(BEIERSDORF) 997 5,204 6,201
EASTGATE PLAZA EASTGATE PLAZA 2,031 4,987 7,018
FAIRFIELD BUSINESS CTR BUILDING D 135 1,710 1,845
FAIRFIELD BUSINESS CTR BUILDING E 398 2,597 2,995
UNIVERSITY MOVING UNIVERSITY MOVING 248 1,710 1,958
TRI-COUNTY OFFICE PARK BUILDINGS #1 - #4 221 5,954 6,175
GOVERNOR'S PLAZA GOVERNOR'S PLAZA 2,054 9,150 11,204
GOVERNOR'S PLAZA KING'S MALL II 1,952 4,185 6,137
GOVERNOR'S PLAZA KOHLS 1,345 3,832 5,177
SOFA EXPRESS SOFA EXPRESS 165 787 952
- 49 -
<PAGE>
OFFICE MAX OFFICE MAX 651 1,321 1,972
312 ELM BUILDING 312 ELM 5,428 49,324 54,752
311 ELM STREET ZUSSMAN 347 6,829 7,176
ENTERPRISE BUSINESS PARK BUILDING 1 1,051 6,258 7,309
ENTERPRISE BUSINESS PARK BUILDING 2 747 4,631 5,378
ENTERPRISE BUSINESS PARK BUILDING A 119 734 853
ENTERPRISE BUSINESS PARK BUILDING B 119 1,197 1,316
ENTERPRISE BUSINESS PARK BUILDING D 243 2,352 2,595
312 PLUM STREET S & L DATA 2,590 26,834 29,424
TRIANGLE OFFICE PARK BUILDINGS #1 - #38 1,018 12,541 13,559
GOVERNOR'S HILL 8790 GOVERNOR'S HILL 409 5,047 5,456
GOVERNOR'S HILL 8700 GOVERNOR'S HILL 468 5,936 6,404
GOVERNOR'S HILL 8800 GOVERNOR'S HILL 231 2,789 3,020
GOVERNOR'S HILL 8600 GOVERNOR'S
HILL 1,246 19,523 20,769
GOVERNOR'S POINTE 4770 BUILDING 597 8,010 8,607
GOVERNOR'S POINTE 4700 BUILDING 596 5,923 6,519
GOVERNOR'S POINTE 4900 BUILDING 673 4,646 5,319
GOVERNOR'S POINTE 4705 BUILDING 793 8,993 9,786
GOVERNOR'S POINTE 4800 BUILDING 998 5,700 6,698
GOVERNOR'S POINTE LOWES 3,001 4,243 7,244
GOVERNOR'S POINTE ANTHEM PRESCRIPTION
MGMT. 594 6,096 6,690
GOVERNOR'S POINTE 4660 BUILDING 529 4,782 5,311
BIGG'S SUPERCENTER BIGG'S SUPERCENTER 3,567 6,176 9,743
GOVERNOR'S POINTE 4605 BUILDING 716 18,032 18,748
MONTGOMERY CROSSING STEINBERG'S 261 991 1,252
MONTGOMERY CROSSING II SPORTS UNLIMITED 778 3,892 4,670
GOVERNOR'S PLAZA KING'S AUTO MALL I 1,124 4,787 5,911
MOSTELLER DIST. CTR MOSTELLER DIST. CTR 1,320 6,743 8,063
MOSTELLER DIST. CTR MOSTELLER DIST. CTR
II 828 5,133 5,961
FRANCISCAN HEALTH FRANCISCAN HEALTH - 3,248 3,248
PERIMETER PARK BUILDING A 229 1,317 1,546
PERIMETER PARK BUILDING B 245 1,045 1,290
CREEK ROAD BUILDING 1 103 847 950
CREEK ROAD BUILDING 2 132 1,155 1,287
WEST LAKE CTR WEST LAKE CTR 2,459 16,970 19,429
EXECUTIVE PLAZA I EXECUTIVE PLAZA I 729 5,249 5,978
EXECUTIVE PLAZA II EXECUTIVE PLAZA II 729 5,332 6,061
LAKE FOREST PLACE LAKE FOREST PLACE 1,954 19,447 21,401
HUNTINGTON BANK HUNTINGTON BANK 175 229 404
OHIO NATIONAL OHIO NATIONAL 2,462 24,749 27,211
CORNELL COMMERCE CORNELL COMMERCE 496 4,816 5,312
ONE ASHVIEW PLACE ONE ASHVIEW PLACE 1,204 12,503 13,707
REMINGTON PARK BLDG A 560 1,469 2,029
REMINGTON PARK BLDG B 560 1,465 2,025
BLUE ASH OFFICE CTR VI BLUE ASH OFFICE
CTR VI 518 2,810 3,328
SKYPORT BUSINESS PARK SKYPORT BUILDING 1 906 5,901 6,807
APPLEBEES APPLEBEES 338 - 338
7910 KENTUCKY DRIVE 7910 KENTUCKY DRIVE 285 749 1,034
7920 KENTUCKY DRIVE 7920 KENTUCKY DRIVE 698 1,250 1,948
KENWOOD EXEC. CTR KENWOOD EXEC. CTR 606 3,886 4,492
CLEVELAND, OHIO
- ---------------
ROCK RUN - NORTH ROCK RUN - NORTH 837 5,526 6,363
ROCK RUN - CTR ROCK RUN - CTR 1,046 6,829 7,875
ROCK RUN - SOUTH ROCK RUN - SOUTH 877 5,793 6,670
FREEDOM SQUARE I FREEDOM SQUARE I 595 3,893 4,488
FREEDOM SQUARE II FREEDOM SQUARE II 1,746 11,586 13,332
CORPORATE PLAZA I CORPORATE PLAZA I 2,116 14,111 16,227
CORPORATE PLAZA II CORPORATE PLAZA II 1,841 12,028 13,869
ONE CORPORATE EXCHANGE ONE CORPORATE
EXCHANGE 1,287 8,578 9,865
FREEDOM SQUARE III FREEDOM SQUARE III 701 6,195 6,896
6111 OAK TREE 6111 OAK TREE 703 4,572 5,275
CORPORATE PLACE CORPORATE PLACE 1,165 7,741 8,906
CORPORATE CIRCLE CORPORATE CIRCLE 1,698 11,451 13,149
LANDERBROOK CORPORATE LANDERBROOK CORP. 1,807 9,507 11,314
DYMENT DYMENT 816 5,293 6,109
JOHNSON CONTROLS JOHNSON CONTROLS 364 2,356 2,720
SOLON INDUST.PARK 30600 CARTER 821 3,322 4,143
SOLON INDUST.PARK 6230 COCHRAN 601 2,438 3,039
SOLON INDUST.PARK 31900 SOLON-FRONT 474 1,918 2,392
SOLON INDUST.PARK 5821 SOLON 556 2,250 2,806
SOLON INDUST.PARK 6161 COCHRAN 395 1,608 2,003
SOLON INDUST.PARK 5901 HARPER 349 1,418 1,767
- 50 -
<PAGE>
SOLON INDUST.PARK 29125 SOLON 505 2,049 2,554
SOLON INDUST.PARK 6661 COCHRAN 245 994 1,239
SOLON INDUST.PARK 6521 DAVIS 128 520 648
SOLON INDUST.PARK 31900 SOLON - REAR 81 329 410
CORPORATE CTR I CORPORATE CTR I 1,041 7,143 8,184
CORPORATE CTR II CORPORATE CTR II 1,048 7,564 8,612
COLUMBUS, OHIO
- --------------
CORP.PARK AT TUTTLE CRSG LITEL 2,670 18,931 21,601
CORP.PARK AT TUTTLE CRSG STERLING 1 1,525 12,752 14,277
CORP.PARK AT TUTTLE CRSG INDIANA INSURANCE 717 3,160 3,877
CORP.PARK AT TUTTLE CRSG STERLING 2 605 5,689 6,294
CORP.PARK AT TUTTLE CRSG JOHN ALDEN LIFE INS.1,066 7,288 8,354
CORP.PARK AT TUTTLE CRSG CARDINAL HEALTH 1,933 10,665 12,598
CORP.PARK AT TUTTLE CRSG COMPMANAGEMENT 867 4,367 5,234
CORP.PARK AT TUTTLE CRSG STERLING 3 1,601 8,435 10,036
CORP.PARK AT TUTTLE CRSG NATIONWIDE 4,816 18,268 23,084
CORP.PARK AT TUTTLE CRSG LAZARUS GROUND LEASE 852 - 852
CORP.PARK AT TUTTLE CRSG XEROX 1,580 9,120 10,700
SUN TV SUN TV 2,006 17,682 19,688
SOUTH POINTE BUILDING D 276 2,987 3,263
SOUTH POINTE BUILDING E 279 2,046 2,325
PET FOODS BUILD-TO-SUIT PET FOODS DIST. 1,031 5,465 6,496
GALYAN'S GALYAN'S 1,925 3,481 5,406
TUTTLE RETAIL CTR TUTTLE RETAIL CTR 3,451 6,321 9,772
MBM BUILDING MBM BUILDING 170 2,030 2,200
METROCTR III METROCTR III 887 3,685 4,572
SCIOTO CORPORATE CTR SCIOTO CORP CTR 1,101 3,367 4,468
V.A. HOSPITAL V.A. HOSPITAL 703 9,717 10,420
PARKWOOD PLACE PARKWOOD PLACE 1,690 11,477 13,167
TUTTLE CROSSING UNO'S 587 - 587
DAYTON, OHIO
- ------------
SUGARCREEK PLAZA SUGARCREEK PLAZA 925 6,236 7,161
CHICAGO, ILLINOIS
- -----------------
EXECUTIVE TOWERS I EXECUTIVE TOWERS I 2,652 24,461 27,113
EXECUTIVE TOWERS II EXECUTIVE TOWERS
II 3,386 31,109 34,495
EXECUTIVE TOWERS III EXECUTIVE TOWERS
III 3,512 32,215 35,727
DECATUR, ILLINOIS
- -----------------
PARK 101 BUILDING #3 280 3,187 3,467
PARK 101 BUILDING #8 185 1,613 1,798
PARK 101 ILL POWER LAND LEASE 212 - 212
BLOOMINGTON, ILLINOIS
- ---------------------
LAKEWOOD PLAZA LAKEWOOD PLAZA 786 8,354 9,140
CHAMPAIGN, ILLINOIS
- --------------------
MARKET VIEW SHOPPING CTR MARKET VIEW CTR 755 6,611 7,366
ST. LOUIS, MISSOURI
- -------------------
LAUMEIER I LAUMEIER I 1,386 9,998 11,384
LAUMEIER II LAUMEIER II 1,422 9,927 11,349
WESTVIEW PLACE WESTVIEW PLACE 673 9,201 9,874
WESTMARK WESTMARK 1,207 10,454 11,661
ALFA - LAVAL ALFA - LAVAL 1,158 5,300 6,458
I-70 CENTER I-70 CENTER 950 4,154 5,104
1920 BELTWAY 1920 BELTWAY 616 1,487 2,103
POINT 70 3322 NGIC 2,615 10,702 13,317
POINT 70 3300 POINTE 70 1,186 7,375 8,561
RIVERPORT TOWER RIVERPORT TOWER 3,251 29,513 32,764
SCRIPTS BUILDING SCRIPTS BUILDING 942 8,547 9,489
RIVERPORT DIST. RIVERPORT DIST. 242 2,206 2,448
- 51 -
<PAGE>
SCHULTZ BUILDING SCHULTZ BUILDING 216 1,958 2,174
MARYVILLE CENTER 500 MARYVILLE CTR 3,402 27,044 30,446
MARYVILLE CENTER 530 MARYVILLE CTR 2,219 14,420 16,639
MARYVILLE CENTER 550 MARYVILLE CTR 2,219 13,106 15,325
MARYVILLE CENTER 635 MARYVILLE CTR 1,996 11,779 13,775
MARYVILLE CENTER 655 MARYVILLE CTR 3,048 16,652 19,700
MARYVILLE CENTER 540 MARYVILLE CTR 1,860 12,340 14,200
TWIN OAKS TWIN OAKS 566 8,155 8,721
SOUTHPORT I SOUTHPORT I 192 809 1,001
SOUTHPORT II SOUTHPORT II 151 644 795
SOUTHPORT COMMERCE CTR SOUTHPORT COMMERCE
CTR 233 995 1,228
MINNEAPOLIS, MINNESOTA
- ----------------------
ENTERPRISE INDUST. CTR ENTERPRISE INDUST. CTR 874 4,884 5,758
APOLLO DIST. CTR APOLLO DIST. CTR 866 4,842 5,708
SIBLEY INDUST. CTRI SIBLEY INDUST. CTR I 360 2,012 2,372
SIBLEY INDUST. CTR II SIBLEY INDUST. CTR II 234 1,449 1,683
SIBLEY INDUST. CTR III SIBLEY INDUST.
CTR III 213 1,191 1,404
YANKEE PLACE YANKEE PLACE 2,822 15,777 18,599
LARC INDUST. PARK I LARC INDUST. PARK I 284 1,579 1,863
LARC INDUST. PARK II LARC INDUST. PARK II 227 1,268 1,495
LARC INDUST. PARK III LARC INDUST. PARK III 138 764 902
LARC INDUST. PARK IV LARC INDUST. PARK IV 91 510 601
LARC INDUST. PARK V LARC INDUST. PARK V 97 541 638
LARC INDUST. PARK VI LARC INDUST. PARK VI 377 2,107 2,484
LARC INDUST. PARK VII LARC INDUST. PARK VII 245 1,376 1,621
HAMPSHIRE DIST CTR HAMPSHIRE DIST CTR
NORTH NORTH 782 4,370 5,152
HAMPSHIRE DIST CTR HAMPSHIRE DIST CTR
SOUTH SOUTH 910 5,085 5,995
PENN CORPORATE BLDG. PENN CORPORATE BLDG. 315 1,762 2,077
BLOOMINGTON INDUST. BLOOMINGTON INDUST.
CTR CTR 628 3,508 4,136
EDINA INTERCHANGE I EDINA INTERCHANGE I 637 3,560 4,197
EDINA INTERCHANGE II EDINA INTERCHANGE II 437 2,444 2,881
EDINA INTERCHANGE III EDINA INTERCHANGE III 493 2,754 3,247
EDINA INTERCHAGE IV EDINA INTERCHAGE IV 230 1,286 1,516
EDINA INTERCHANGE V EDINA INTERCHANGE V 982 5,489 6,471
PAKWA BUSINESS PARK I PAKWA BUSINESS PARK I 351 1,962 2,313
PAKWA BUSINESS PARK II PAKWA BUSINESS PARK II 218 1,211 1,429
PAKWA BUSINESS PARK III PAKWA BUSINESS PARK III 251 1,403 1,654
7540 BUSH LAKE ROAD 7540 BUSH LAKE ROAD 477 2,669 3,146
CAHILL BUSINESS CTR CAHILL BUSINESS CTR 513 2,897 3,410
10801 RED CIRCLE DR. 10801 RED CIRCLE DR. 533 2,981 3,514
ENCORE PARK ENCORE PARK 984 5,503 6,487
JOHNSON BUILDING JOHNSON BUILDING 558 3,124 3,682
CORNERSTONE BUS. CTR CORNERSTONE BUS. CTR 1,469 8,212 9,681
WESTSIDE BUS. PARK WESTSIDE BUS. PARK 1,189 6,646 7,835
KNOX LAND LEASE KNOX LAND LEASE 1,066 - 1,066
OXFORD INDUST. OXFORD INDUSTRIAL 103 576 679
CEDAR LAKE BUS. CEDAR LAKE BUS.
CTR CTR 334 1,868 2,202
MEDICINE LAKE INDUST. MEDICINE LAKE INDUST.
CTR CTR 1,158 6,472 7,630
MEDICINE LAKE PROF MEDICINE LAKE PROF
BLDG BLDG 77 430 507
801 ZANE AVE NORTH 801 ZANE AVE NORTH 369 2,064 2,433
DECATUR BUSINESS CTR DECATUR BUSINESS CTR 436 2,454 2,890
SANDBURG INDUST. CTR SANDBURG INDUST. CTR 456 2,551 3,007
CRYSTAL INDUST. CTR CRYSTAL INDUST. CTR 456 2,600 3,056
BASS LAKE BUSINESS CTR BASS LAKE BUSINESS CTR 299 1,669 1,968
UNIVERSITY LAND LEASE UNIVERSITY LAND LEASE 296 - 296
ELIMINATIONS - (1,955) (1,955)
------- --------- --------
TOTALS 231,614 1,591,604 1,823,218
======== ========= =========
</TABLE>
- 52 -
<PAGE>
<TABLE>
<CAPTION>
ACCUM DATE OF DATE DEPR
LOCATION / DEVELOPMENT BUILDING DEPR CONSTRUCTION ACQUIRED LIFE
- ---------------------- -------- ----- ------------ -------- ----
<S> <C> <C> <C> <C> <C>
INDIANAPOLIS, INDIANA
- ---------------------
PARK 100 BUSINESS PARK BUILDING #32 286 1978 1986 (4)
PARK 100 BUSINESS PARK BUILDING #34 557 1979 1986 (4)
PARK 100 BUSINESS PARK BUILDING #38 30 1978 1993 (4)
PARK 100 BUSINESS PARK BUILDING #79 337 1988 1993 (4)
PARK 100 BUSINESS PARK BUILDING #80 297 1988 1993 (4)
PARK 100 BUSINESS PARK BUILDING #83 286 1989 1993 (4)
PARK 100 BUSINESS PARK BUILDING #84 291 1989 1993 (4)
PARK 100 BUSINESS PARK BUILDING #95 508 1993 1994 (4)
PARK 100 BUSINESS PARK BUILDING #96 1,061 1994 1994 (4)
PARK 100 BUSINESS PARK BUILDING #97 837 1994 1994 (4)
PARK 100 BUSINESS PARK BUILDING #98 1,030 1968 1994 (4)
PARK 100 BUSINESS PARK BUILDING #100 303 1995 1995 (4)
PARK 100 BUSINESS PARK BUILDING #107 162 1984 1995 (4)
PARK 100 BUSINESS PARK BUILDING #109 577 1985 1986 (4)
PARK 100 BUSINESS PARK BUILDING #116 782 1988 1988 (4)
PARK 100 BUSINESS PARK BUILDING #118 383 1988 1993 (4)
PARK 100 BUSINESS PARK BUILDING #119 431 1989 1993 (4)
PARK 100 BUSINESS PARK BUILDING #121 114 1989 1993 (4)
PARK 100 BUSINESS PARK BUILDING #122 451 1990 1993 (4)
PARK 100 BUSINESS PARK BUILDING #125 621 1994 1994 (4)
PARK 100 BUSINESS PARK BUILDING #126 177 1984 1994 (4)
PARK 100 BUSINESS PARK BUILDING #127 163 1995 1995 (4)
PARK 100 BUSINESS PARK BUILDING #128 773 1996 1996 (4)
PARK 100 BUSINESS PARK BUILDING #129 221 1996 1996 (4)
PARK 100 BUSINESS PARK BUILDING #130 196 1996 1996 (4)
PARK 100 BUSINESS PARK BUILDING #131 197 1997 1997 (4)
PARK 100 BUSINESS PARK BUILDING #132 8 1997 1997 (4)
PARK 100 BUSINESS PARK BUILDING #133 6 1997 1997 (4)
GEORGETOWN ROAD BUILDING 1 66 1987 1996 (4)
GEORGETOWN ROAD BUILDING 2 71 1987 1996 (4)
GEORGETOWN ROAD BUILDING 3 52 1987 1996 (4)
PARK 100 BUSINESS PARK UPS LAND LEASE 3 N/A 1997 (4)
PARK 100 BUSINESS PARK NORGATE LAND LEASE - N/A 1995 (4)
PARK 100 BUSINESS PARK KENNY ROGERS LAND
LEASE 1 N/A 1995 (4)
PARK 100 BUSINESS PARK SCHAHET HOTELS LAND
LEASE - N/A 1995 (4)
PARK 100 BUSINESS PARK NORCO LAND LEASE 5 N/A 1995 (4)
PARK 100 BUSINESS PARK ZOLLMAN LAND LEASE - N/A 1994 (4)
SHADELAND STATION 7351 SHADELAND 199 1983 1993 (4)
SHADELAND STATION BUILDING #204/205 923 1984 1986 (4)
SHADELAND STATION 7240 SHADELAND 1,162 1985 1993 (4)
SHADELAND STATION 7330 SHADELAND 919 1988 1988 (4)
SHADELAND STATION 7369 SHADELAND 126 1989 1993 (4)
SHADELAND STATION 7340 SHADELAND 280 1989 1993 (4)
SHADELAND STATION 7400 SHADELAND 455 1990 1993 (4)
CASTLETON CORNER CUB PLAZA 1,510 1986 1986 (4)
CASTLETON SHOPPING CTR. MICHAEL'S PLAZA 440 1984 1993 (4)
SOUTH PARK, INDIANA BUILDING #1 462 1989 1993 (4)
SOUTH PARK, INDIANA BUILDING #2 493 1990 1993 (4)
SOUTH PARK, INDIANA BUILDING #3 458 1990 1993 (4)
SOUTH PARK, INDIANA BRYLANE PKG LOT
LEASE 14 N/A 1994 (4)
GREENWOOD CORNER GREENWOOD CORNER 999 1986 1986 (4)
GREENWOOD CORNER 1st INDIANA BANK 27 1988 1993 (4)
BRANCH
ST. FRANCIS ST. FRANCIS 780 1995 1995 (4)
COMMUNITY MOB COMMUNITY MOB 234 1995 1995 (4)
HILLSDALE TECHNECENTER BUILDING #4 580 1987 1993 (4)
HILLSDALE TECHNECENTER BUILDING #5 426 1987 1993 (4)
HILLSDALE TECHNECENTER BUILDING #6 442 1987 1993 (4)
KEYSTONE AT THE CROSSING 8465 KEYSTONE 94 1983 1995 (4)
WOODFIELD AT THE CROSSING WOODFIELD II 1,247 1987 1993 (4)
WOODFIELD AT THE CROSSING WOODFIELD III 2,677 1989 1993 (4)
KEYSTONE AT THE CROSSING 8555 KATC 69 1985 1997 (4)
KEYSTONE AT THE CROSSING 3520 COMMERCE CRSG 221 1976 1993 (4)
ONE PARKWOOD ONE PARKWOOD 569 1989 1995 (4)
TWO PARKWOOD TWO PARKWOOD 675 1996 1996 (4)
THREE PARKWOOD THREE PARKWOOD 169 1997 1997 (4)
PALOMAR PALOMAR 113 1973 1995 (4)
FRANKLIN ROAD BUS. CTR. FRANKLIN ROAD
BUS. CTR. 492 1962 1995 (4)
NAMPAC BUILDING NAMPAC BUILDING 115 1974 1995 (4)
HAMILTON CROSSING BUILDING #1 342 1989 1993 (4)
HAMILTON CROSSING BUILDING #2 15 1997 1997 (4)
KEYSTONE AT THE CROSSING F.C. TUCKER BLDG. 29 1978 1993 (4)
PARK FLETCHER BUILDING #14 102 1978 1995 (4)
- 48 -
<PAGE>
6060 GUION RD (VANSTAR) 6060 GUION RD
(VANSTAR) 103 1968 1996 (4)
NORTH AIRPORT PARK BUILDING #2 260 1997 1997 (4)
4750 KENTUCKY AVE 4750 KENTUCKY AVE. 78 1974 1996 (4)
4316 W.MINNESOTA 4316 W.MINNESOTA 78 1970 1996 (4)
FORT WAYNE, INDIANA
- -------------------
COLDWATER CROSSING COLDWATER SHOPPES 1,504 1990 1994 (4)
LEBANON, INDIANA
- ----------------
AMERICAN AIR FILTER AMERICAN AIR FILTER 153 1996 1996 (4)
PURITY WHOLESALE PURITY WHOLESALE 132 1997 1997 (4)
PAMIDA PAMIDA 107 1997 1997 (4)
NASHVILLE, TENNESSEE
- --------------------
KEEBLER BUILDING KEEBLER BUILDING 86 1985 1995 (4)
HAYWOOD OAKS TECHNECTR BUILDING #2 213 1988 1993 (4)
HAYWOOD OAKS TECHNECTR BUILDING #3 326 1988 1993 (4)
HAYWOOD OAKS TECHNECTR BUILDING #4 229 1988 1993 (4)
HAYWOOD OAKS TECHNECTR BUILDING #5 477 1988 1993 (4)
HAYWOOD OAKS TECHNECTR BUILDING #6 721 1989 1993 (4)
HAYWOOD OAKS TECHNECTR BUILDING #7 308 1995 1995 (4)
HAYWOOD OAKS TECHNECTR BUILDING #8 54 1997 1997 (4)
GREENBRIAR BUS. PARK GREENBRIAR 555 1986 1993 (4)
HEBRON, KENTUCKY
- ----------------
SOUTHPARK, KENTUCKY CR SERVICES 359 1994 1994 (4)
SOUTHPARK, KENTUCKY BUILDING #1 433 1990 1993 (4)
SOUTHPARK, KENTUCKY BUILDING #3 374 1991 1993 (4)
SOUTHPARK, KENTUCKY REDKEN 284 1994 1994 (4)
FLORENCE, KENTUCKY
- ------------------
EMPIRE COMMERCE EMPIRE COMMERCE 123 1973 1996 (4)
SOFA EXPRESS SOFA EXPRESS 13 1997 1997 (4)
CINCINNATI, OHIO
- ----------------
PARK 50 TECHNECENTER BUILDING #17 2,021 1985 1986 (4)
PARK 50 TECHNECENTER BUILDING #20 1,704 1987 1988 (4)
PARK 50 TECHNECENTER BUILDING #25 510 1989 1993 (4)
PARK 50 TECHNECENTER SDRC BUILDING 2,081 1991 1993 (4)
FIDELITY DRIVE DUN & BRADSTREET 894 1972 1986 (4)
WORLD PARK BUILDING #5 1,126 1987 1990 (4)
WORLD PARK BUILDING #6 987 1987 1990 (4)
WORLD PARK BUILDING #7 943 1987 1990 (4)
WORLD PARK BUILDING #8 595 1989 1993 (4)
WORLD PARK BUILDING #9 438 1989 1993 (4)
WORLD PARK BUILDING #11 596 1989 1993 (4)
WORLD PARK BUILDING #14 421 1989 1993 (4)
WORLD PARK BUILDING #15 341 1990 1993 (4)
WORLD PARK BUILDING #16 324 1989 1993 (4)
WORLD PARK BUILDING #18
(BEIERSDORF) 40 1997 1997 (4)
EASTGATE PLAZA EASTGATE PLAZA 343 1990 1995 (4)
FAIRFIELD BUSINESS CTR. BUILDING D 93 1990 1995 (4)
FAIRFIELD BUSINESS CTR. BUILDING E 149 1990 1995 (4)
UNIVERSITY MOVING UNIVERSITY MOVING 118 1991 1995 (4)
TRI-COUNTY OFFICE PARK BUILDINGS #1 - #4 785 1971 1993 (4)
GOVERNOR'S PLAZA GOVERNOR'S PLAZA 938 1990 1993 (4)
GOVERNOR'S PLAZA KING'S MALL II 463 1988 1989 (4)
GOVERNOR'S PLAZA KOHLS 292 1994 1994 (4)
SOFA EXPRESS SOFA EXPRESS 46 1995 1995 (4)
- 49 -
<PAGE>
OFFICE MAX OFFICE MAX 78 1995 1995 (4)
312 ELM BUILDING 312 ELM 5,499 1992 1993 (4)
311 ELM STREET ZUSSMAN 800 1902 1993 (4)
ENTERPRISE BUSINESS PARK BUILDING 1 689 1990 1993 (4)
ENTERPRISE BUSINESS PARK BUILDING 2 793 1990 1993 (4)
ENTERPRISE BUSINESS PARK BUILDING A 49 1987 1995 (4)
ENTERPRISE BUSINESS PARK BUILDING B 78 1988 1995 (4)
ENTERPRISE BUSINESS PARK BUILDING D 225 1989 1995 (4)
312 PLUM STREET S & L DATA 3,041 1987 1993 (4)
TRIANGLE OFFICE PARK BUILDINGS #1 - #38 4,681 1965 1986 (4)
GOVERNOR'S HILL 8790 GOVERNOR'S HILL 619 1985 1991 (4)
GOVERNOR'S HILL 8700 GOVERNOR'S HILL 618 1985 1993 (4)
GOVERNOR'S HILL 8800 GOVERNOR'S HILL 1,148 1985 1986 (4)
GOVERNOR'S HILL 8600 GOVERNOR'S HILL 2,281 1986 1991 (4)
GOVERNOR'S POINTE 4770 BUILDING 1,955 1986 1988 (4)
GOVERNOR'S POINTE 4700 BUILDING 1,436 1987 1988 (4)
GOVERNOR'S POINTE 4900 BUILDING 1,298 1987 1989 (4)
GOVERNOR'S POINTE 4705 BUILDING 1,102 1988 1993 (4)
GOVERNOR'S POINTE 4800 BUILDING 847 1989 1993 (4)
GOVERNOR'S POINTE LOWES 37 1997 1997 (4)
GOVERNOR'S POINTE ANTHEM PRESCRIP.MGMT. 74 1997 1997 (4)
GOVERNOR'S POINTE 4660 BUILDING 59 1997 1997 (4)
BIGG'S SUPERCENTER BIGG'S SUPERCENTER 292 1996 1996 (4)
GOVERNOR'S POINTE 4605 BUILDING 1,951 1990 1993 (4)
MONTGOMERY CROSSING STEINBERG'S 74 1993 1993 (4)
MONTGOMERY CROSSING II SPORTS UNLIMITED 321 1994 1994 (4)
GOVERNOR'S PLAZA KING'S AUTO MALL I 1,108 1990 1993 (4)
MOSTELLER DIST. CTR. MOSTELLER DIST. CTR. 469 1957 1996 (4)
MOSTELLER DIST. CTR. MOSTELLER DIST. CTR.
II 23 1997 1997 (4)
FRANCISCAN HEALTH FRANCISCAN HEALTH 135 1996 1996 (4)
PERIMETER PARK BUILDING A 38 1991 1996 (4)
PERIMETER PARK BUILDING B 32 1991 1996 (4)
CREEK ROAD BUILDING 1 25 1971 1996 (4)
CREEK ROAD BUILDING 2 34 1971 1996 (4)
WEST LAKE CTR. WEST LAKE CTR. 631 1981 1996 (4)
EXECUTIVE PLAZA I EXECUTIVE PLAZA I 135 1980 1996 (4)
EXECUTIVE PLAZA II EXECUTIVE PLAZA II 138 1981 1996 (4)
LAKE FOREST PLACE LAKE FOREST PLACE 651 1985 1996 (4)
HUNTINGTON BANK HUNTINGTON BANK 8 1986 1996 (4)
OHIO NATIONAL OHIO NATIONAL 1,312 1996 1996 (4)
CORNELL COMMERCE CORNELL COMMERCE 280 1989 1996 (4)
ONE ASHVIEW PLACE ONE ASHVIEW PLACE 117 1989 1997 (4)
REMINGTON PARK BLDG A 12 1982 1997 (4)
REMINGTON PARK BLDG B 12 1982 1997 (4)
BLUE ASH OFFICE CTR VI BLUE ASH OFFICE
CTR VI 16 1989 1997 (4)
SKYPORT BUSINESS PARK SKYPORT BUILDING 1 102 1996 1997 (4)
APPLEBEES APPLEBEES 2 N/A 1997 (4)
7910 KENTUCKY DRIVE 7910 KENTUCKY DRIVE 9 1980 1997 (4)
7920 KENTUCKY DRIVE 7920 KENTUCKY DRIVE 14 1974 1997 (4)
KENWOOD EXEC. CTR. KENWOOD EXEC. CTR. - 1981 1997 (4)
CLEVELAND, OHIO
- ---------------
ROCK RUN - NORTH ROCK RUN - NORTH 277 1984 1996 (4)
ROCK RUN - CTR. ROCK RUN - CTR. 323 1985 1996 (4)
ROCK RUN - SOUTH ROCK RUN - SOUTH 295 1986 1996 (4)
FREEDOM SQUARE I FREEDOM SQUARE I 186 1980 1996 (4)
FREEDOM SQUARE II FREEDOM SQUARE II 552 1987 1996 (4)
CORPORATE PLAZA I CORPORATE PLAZA I 714 1989 1996 (4)
CORPORATE PLAZA II CORPORATE PLAZA II 543 1991 1996 (4)
ONE CORPORATE EXCHANGE ONE CORPORATE
EXCHANGE 418 1989 1996 (4)
FREEDOM SQUARE III FREEDOM SQUARE III 113 1997 1997 (4)
6111 OAK TREE 6111 OAK TREE 28 1979 1997 (4)
CORPORATE PLACE CORPORATE PLACE 214 1988 1996 (4)
CORPORATE CIRCLE CORPORATE CIRCLE 328 1983 1996 (4)
LANDERBROOK CORPORATE LANDERBROOK CORPORATE 59 1997 1997 (4)
DYMENT DYMENT 88 1988 1997 (4)
JOHNSON CONTROLS JOHNSON CONTROLS 39 1972 1997 (4)
SOLON INDUST.PARK 30600 CARTER 16 1971 1997 (4)
SOLON INDUST.PARK 6230 COCHRAN 12 1977 1997 (4)
SOLON INDUST.PARK 31900 SOLON - FRONT 9 1974 1997 (4)
SOLON INDUST.PARK 5821 SOLON 11 1970 1997 (4)
SOLON INDUST.PARK 6161 COCHRAN 8 1978 1997 (4)
SOLON INDUST.PARK 5901 HARPER 7 1970 1997 (4)
- 50 -
<PAGE>
SOLON INDUST.PARK 29125 SOLON 10 1980 1997 (4)
SOLON INDUST.PARK 6661 COCHRAN 5 1979 1997 (4)
SOLON INDUST.PARK 6521 DAVIS 3 1979 1997 (4)
SOLON INDUST.PARK 31900 SOLON - REAR 2 1982 1997 (4)
CORPORATE CTR. I CORPORATE CTR. I 303 1985 1996 (4)
CORPORATE CTR. II CORPORATE CTR. II 307 1987 1996 (4)
COLUMBUS, OHIO
- --------------
CORP.PARK AT TUTTLE
CRSG LITEL 1,923 1990 1993 (4)
CORP.PARK AT TUTTLE
CRSG STERLING 1 1,301 1990 1993 (4)
CORP.PARK AT TUTTLE
CRSG INDIANA INSURANCE 617 1994 1994 (4)
CORP.PARK AT TUTTLE
CRSG STERLING 2 383 1995 1995 (4)
CORP.PARK AT TUTTLE
CRSG JOHN ALDEN LIFE INS. 521 1995 1995 (4)
CORP.PARK AT TUTTLE
CRSG CARDINAL HEALTH 1,189 1995 1995 (4)
CORP.PARK AT TUTTLE
CRSG COMPMANAGEMENT 27 1997 1997 (4)
CORP.PARK AT TUTTLE
CRSG STERLING 3 419 1996 1995 (4)
CORP.PARK AT TUTTLE
CRSG NATIONWIDE 1,101 1996 1996 (4)
CORP.PARK AT TUTTLE LAZARUS
CRSG GROUND LEASE - N/A 1996 (4)
CORP.PARK AT TUTTLE
CRSG XEROX 922 1992 1994 (4)
SUN TV SUN TV 225 1995 1997 (4)
SOUTH POINTE BUILDING D 18 1997 1997 (4)
SOUTH POINTE BUILDING E 8 1997 1997 (4)
PET FOODS BUILD-TO-SUIT PET FOODS DIST. 435 1993 1993 (4)
GALYAN'S GALYAN'S 267 1984 1994 (4)
TUTTLE RETAIL CTR. TUTTLE RETAIL CTR. 343 1995 1995 (4)
MBM BUILDING MBM BUILDING 148 1978 1994 (4)
METROCENTER III METROCENTER III 272 1983 1996 (4)
SCIOTO CORPORATE CTR. SCIOTO CORPORATE CTR. 96 1987 1996 (4)
V.A. HOSPITAL V.A. HOSPITAL 773 1994 1994 (4)
PARKWOOD PLACE PARKWOOD PLACE 213 1997 1997 (4)
TUTTLE CROSSING UNO'S N/A 1997 (4)
DAYTON, OHIO
- ------------
SUGARCREEK PLAZA SUGARCREEK PLAZA 1,462 1988 1988 (4)
CHICAGO, ILLINOIS
- -----------------
EXECUTIVE TOWERS I EXECUTIVE TOWERS I 223 1983 1997 (4)
EXECUTIVE TOWERS II EXECUTIVE TOWERS II 278 1984 1997 (4)
EXECUTIVE TOWERS III EXECUTIVE TOWERS III 296 1987 1997 (4)
DECATUR, ILLINOIS
- -----------------
PARK 101 BUILDING #3 1,082 1979 1986 (4)
PARK 101 BUILDING #8 471 1980 1986 (4)
PARK 101 ILL POWER LAND LEASE - N/A 1994 (4)
BLOOMINGTON, ILLINOIS
- ---------------------
LAKEWOOD PLAZA LAKEWOOD PLAZA 1,895 1987 1988 (4)
CHAMPAIGN, ILLINOIS
- -------------------
MARKET VIEW SHOPPING CTR MARKET VIEW CTR. 1,946 1985 1986 (4)
ST. LOUIS, MISSOURI
- -------------------
LAUMEIER I LAUMEIER I 775 1987 1995 (4)
LAUMEIER II LAUMEIER II 720 1988 1995 (4)
WESTVIEW PLACE WESTVIEW PLACE 704 1988 1995 (4)
WESTMARK WESTMARK 564 1987 1995 (4)
ALFA - LAVAL ALFA - LAVAL 153 1996 1996 (4)
I-70 CENTER I-70 CENTER 159 1986 1996 (4)
1920 BELTWAY 1920 BELTWAY 53 1986 1996 (4)
POINT 70 3322 NGIC - 1987 1997 (4)
POINT 70 3300 POINTE 70 130 1989 1997 (4)
RIVERPORT TOWER RIVERPORT TOWER 209 1991 1997 (4)
SCRIPTS BUILDING SCRIPTS BUILDING 56 1992 1997 (4)
RIVERPORT DISTRIBUTION RIVERPORT DIST. 15 1990 1997 (4)
- 51 -
<PAGE>
SCHULTZ BUILDING SCHULTZ BUILDING 13 1989 1997 (4)
MARYVILLE CENTER 500 MARYVILLE CTR. 191 1984 1997 (4)
MARYVILLE CENTER 530 MARYVILLE CTR. 97 1990 1997 (4)
MARYVILLE CENTER 550 MARYVILLE CTR. 90 1988 1997 (4)
MARYVILLE CENTER 635 MARYVILLE CTR. 92 1987 1997 (4)
MARYVILLE CENTER 655 MARYVILLE CTR. 115 1994 1997 (4)
MARYVILLE CENTER 540 MARYVILLE CTR. 82 1990 1997 (4)
TWIN OAKS TWIN OAKS 53 1994 1997 (4)
SOUTHPORT I SOUTHPORT I 5 1977 1997 (4)
SOUTHPORT II SOUTHPORT II 5 1978 1997 (4)
SOUTHPORT COMMERCE CTR SOUTHPORT COMMERCE CTR 7 1978 1997 (4)
MINNEAPOLIS, MINNESOTA
- ----------------------
ENTERPRISE INDUSTRIAL ENTERPRISE INDUSTRIAL
CTR. CTR. 21 1979 1997 (4)
APOLLO DISTRIBUTION CTR. APOLLO DISTRIBUTION
CTR. 21 1997 1997 (4)
SIBLEY INDUST.CTR. I SIBLEY INDUST. CTR. I 9 1973 1997 (4)
SIBLEY INDUST.CTR. II SIBLEY INDUST. CTR. II 6 1972 1997 (4)
SIBLEY INDUST.CTR. III SIBLEY INDUST. CTR. III 5 1967 1997 (4)
YANKEE PLACE YANKEE PLACE 68 1986 1997 (4)
LARC INDUSTRIAL PARK I LARC INDUST. PARK I 7 1977 1997 (4)
LARC INDUSTRIAL PARK II LARC INDUST. PARK II 5 1976 1997 (4)
LARC INDUSTRIAL PARK III LARC INDUST. PARK III 3 1980 1997 (4)
LARC INDUSTRIAL PARK IV LARC INDUST. PARK IV 2 1980 1997 (4)
LARC INDUSTRIAL PARK V LARC INDUST. PARK V 2 1980 1997 (4)
LARC INDUSTRIAL PARK VI LARC INDUST. PARK VI 9 1975 1997 (4)
LARC INDUSTRIAL PARK VII LARC INDUST. PARK VII 6 1973 1997 (4)
HAMPSHIRE DIST CTR. N. HAMPSHIRE DIST CTR. N. 19 1979 1997 (4)
HAMPSHIRE DIST CTR. S. HAMPSHIRE DIST CTR. S. 22 1979 1997 (4)
PENN CORPORATE BUILDING PENN CORP. BUILDING 8 1977 1997 (4)
BLOOMINGTON INDUST.CTR. BLOOMINGTON INDUST.CTR 15 1963 1997 (4)
EDINA INTERCHANGE I EDINA INTERCHANGE I 15 1995 1997 (4)
EDINA INTERCHANGE II EDINA INTERCHANGE II 11 1980 1997 (4)
EDINA INTERCHANGE III EDINA INTERCHANGE III 12 1981 1997 (4)
EDINA INTERCHAGE IV EDINA INTERCHAGE IV 6 1974 1997 (4)
EDINA INTERCHANGE V EDINA INTERCHANGE V 24 1974 1997 (4)
PAKWA BUSINESS PARK I PAKWA BUSINESS PARK I 8 1979 1997 (4)
PAKWA BUSINESS PARK II PAKWA BUSINESS PARK II 5 1979 1997 (4)
PAKWA BUSINESS PARK III PAKWA BUSINESS PARK III 6 1979 1997 (4)
7540 BUSH LAKE ROAD 7540 BUSH LAKE ROAD 11 1967 1997 (4)
CAHILL BUSINESS CTR. CAHILL BUSINESS CTR. 13 1980 1997 (4)
10801 RED CIRCLE DRIVE 10801 RED CIRCLE DRIVE 13 1977 1997 (4)
ENCORE PARK ENCORE PARK 24 1977 1997 (4)
JOHNSON BUILDING JOHNSON BUILDING 14 1974 1997 (4)
CORNERSTONE BUSINESS CORNERSTONE BUSINESS
CTR. CTR. 35 1996 1997 (4)
WESTSIDE BUSINESS PARK WESTSIDE BUS. PARK 29 1987 1997 (4)
KNOX LAND LEASE KNOX LAND LEASE - N/A 1997 (4)
OXFORD INDUSTRIAL OXFORD INDUSTRIAL 2 1971 1997 (4)
CEDAR LAKE BUSINESS CTR. CEDAR LAKE BUS. CTR. 8 1976 1997 (4)
MEDICINE LAKE MEDICINE LAKE
INDUST.CTR. INDUST.CTR. 28 1970 1997 (4)
MEDICINE LAKE MEDICINE LAKE
PROF BLDG PROF BLDG 2 1970 1997 (4)
801 ZANE AVE NORTH 801 ZANE AVE NORTH 9 1978 1997 (4)
DECATUR BUSINESS CTR. DECATUR BUSINESS CTR. 10 1982 1997 (4)
SANDBURG INDUSTRIAL CTR. SANDBURG INDUSTRIAL
CTR. 11 1973 1997 (4)
CRYSTAL INDUSTRIAL CTR. CRYSTAL INDUSTRIAL
CTR. 14 1974 1997 (4)
BASS LAKE BUSINESS CTR. BASS LAKE BUSINESS
CTR. 7 1981 1997 (4)
UNIVERSITY LAND LEASE UNIVERSITY LAND LEASE - N/A 1997 (4)
ELIMINATIONS -
-------
TOTALS 116,264
=======
</TABLE>
- 52 -
<PAGE>
DUKE REALTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
(1) Costs capitalized subsequent to acquisition include decreases for
purchase price reduction payments received and land sales or takedowns.
(2) The Partnership owns a 66.67% interest in the partnership owning this
building. The Partnership shares in the cash flow of this building in accordance
with the Partnership's partnership interests.
(3) The four buildings comprising Tri-County Office Park were constructed in
1971,1973, and 1982.
(4) Depreciation of real estate is computed using the straight-line method
over 40 years for building and shorter periods based on lease terms (generally 3
to 10 years) for tenant improvements.
<TABLE>
<CAPTION>
Real Estate Assets Accumulated Depreciation
----------------------------- ----------------------------
1997 1996 1995 1997 1996 1995
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Balance at
beginning
of year $1,181,431 $804,164 $653,552 $ 82,207 $56,335 $38,058
Acquisitions 525,751 213,979 114,705 - - -
Construction
costs and
tenant
improvements 156,745 173,186 84,790 - - -
Depreciation
expense - - - 39,768 27,569 20,416
Acquisition of
minority
interest and
joint venture
interest 19,446 21,627 796 - - -
--------- --------- ------- ------- ------ ------
1,883,373 1,212,956 853,843 121,975 83,904 58,474
Deductions during year:
Cost of real
estate sold (32,333) (11,347) (4,393) (4,224) (586) (1,259)
Contribution to
Joint Venture (27,873) (19,175) (44,725) (950) (108) (319)
Other 51 (1,003) (561) (537) (1,003) (561)
--------- ---------- ------- ------- ------ ------
$1,823,218 $1,181,431 $804,164 $116,264 $82,207 $56,335
========= ========= ======= ======= ====== ======
- 53 -
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DUKE REALTY LIMITED PARTNERSHIP
By: DUKE REALTY INVESTMENTS, INC.
ITS GENERAL PARTNER
March 20, 1998 By: /s/ Thomas L. Hefner
-----------------------------
Thomas L. Hefner
President and Chief Executive Officer
By: /s/ Darell E. Zink, Jr.
------------------------
Darell E. Zink, Jr.
Executive Vice President and
Chief Financial Officer
By: /s/ Dennis D. Oklak
------------------------
Dennis D. Oklak
Executive Vice President and
Chief Administrative Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature Date Title
/s/ John W. Wynne * 3/20/98 Chairman of the Board
------------------------
John W. Wynne
/s/ Thomas L. Hefner * 3/20/98 President and Chief Executive
------------------------
Thomas L. Hefner Officer and Director
/s/ Darell E. Zink, Jr. * 3/20/98 Executive Vice President and
------------------------ Chief Financial Officer and
Darell E. Zink, Jr Director
/s/ Dennis D. Oklak * 3/20/98 Executive Vice President and
-------------------- Chief Administrative Officer
Dennis D. Oklak
- 53 -
<PAGE>
/s/ Geoffrey Button * 3/20/98 Director
-------------------
Geoffrey Button
/s/ John D. Peterson * 3/20/98 Director
--------------------
John D. Peterson
/s/ Ngaire E. Cuneo * 3/20/98 Director
------------------
Ngaire E. Cuneo
/s/ L. Ben Lytle * 3/20/98 Director
------------------
L. Ben Lytle
/s/ Jay J. Strauss * 3/20/98 Director
-------------------
Jay J. Strauss
/s/ Howard L. Feinsand * 3/20/98 Director
----------------------
Howard L. Feinsand
/s/ James E. Rogers * 3/20/98 Director
----------------------
James E. Rogers
/s/ Daniel C. Staton 3/20/98 Director
----------------------
Daniel C. Staton
By: Dennis D. Oklak, ------------------------------
Attorney-in-Fact /s/ Dennis D. Oklak
- 54 -
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT 21
SUBSIDIARIES OF DUKE REALTY LIMITED PARTNERSHIP
State of Names Under Which
Incorporation Subsidiary Does
Subsidiary or Organization Business
- ------------------------------- ---------------- ------------------------------
<S> <C> <C>
Duke Realty Services Limited Indiana Duke Realty Services Limited
Partnership Partnership
Duke Realty Construction, Inc. Indiana Duke Realty Construction, Inc.
Duke Construction Limited Indiana Duke Construction Limited
Partnership Partnership
B/D Limited Partnership Indiana B/D Limited Partnership
Lamida Partners Limited Ohio Lamida Partners Limited
Partnership Partnership
Kenwood Office Associates Ohio Kenwood Office Associates
Park Creek Venture Indiana Park Creek Venture
Parkrite Limited Partnership Indiana Parkrite Limited Partnership
Post Road Limited Partnership Indiana Post Road Limited Partnership
Shadeland Station Office Indiana Shadeland Station Office
Associates II Limited Associates II Limited
Partnership Partnership
Dugan Realty L.L.C. Indiana Dugan Realty L.L.C.
Duke/Tees Joint Venture Indiana Duke/Tees J.V.
Park Fletcher Limited Indiana Park Fletcher Limited
Partnership 2728 Partnership 2728
Cincinnati Development Ohio Cincinnati Development
Group L.L.C. L.L.C.
Dugan/Office, L.L.C. Indiana Dugan/Office, L.L.C.
625 Building, L.L.C. Missouri 625 Building, L.L.C.
</TABLE>
The Board of Directors
DUKE REALTY INVESTMENTS, INC.:
We consent to incorporation by reference in the registration
statements No. 333-26845 and No. 333-04695 on Form S-3 of Duke
Realty Investments, Inc. and Duke Realty Limited Partnership of
our report dated January 28, 1998, relating to the consolidated
balance sheets of Duke Realty Limited Partnership and
Subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, partners' equity, and cash
flows for each of the years in the three-year period ended
December 31, 1997, and the related schedule, which report appears
in the December 31, 1997, annual report on Form 10-K of Duke
Realty Limited Partnership.
KPMG Peat Marwick LLP
Indianapolis, Indiana
March 24, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints
Thomas L. Hefner, Darell E. Zink, Jr., John R. Gaskin and
Dennis D. Oklak, and each of them, his attorneys-in-fact and
agents, with full power of substitution and resubstitution
for him in any and all capacities, to sign the annual report
on Form 10-K of Duke Realty Limited Partnership for the year
ended December 31, 1997, and any amendment thereof, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection
with such matters and hereby ratifying and confirming all
that each of such attorneys-in-fact and agents or his
substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 28, 1998
/s/ Edward T. Baur
--------------------
Edward T. Baur
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
person whose signature appears below hereby constitutes and
appoints Thomas L. Hefner, Darell E. Zink, Jr., John R.
Gaskin and Dennis D. Oklak, and each of them, his attorneys-
in-fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign
the annual report on Form 10-K of Duke Realty Limited
Partnership for the year ended December 31, 1997, and any
amendment thereof, and to file the same, with exhibits
thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: January 28, 1998 /s/ Geoffrey Button
-------------------------
- -----
Geoffrey Button
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
person whose signature appears below hereby constitutes and
appoints Thomas L. Hefner, Darell E. Zink, Jr., John R.
Gaskin and Dennis D. Oklak, and each of them, his attorneys-
in-fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign
the annual report on Form 10-K of Duke Realty Limited
Partnership for the year ended December 31, 1997, and any
amendment thereof, and to file the same, with exhibits
thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: January 28, 1998 /s/ Ngaire E. Cuneo
--------------------
- ----
Ngaire E. Cuneo
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below hereby constitutes and
appoints Thomas L. Hefner, Darell E. Zink, Jr., John R.
Gaskin and Dennis D. Oklak, and each of them, his attorneys-
in-fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign
the annual report on Form 10-K of Duke Realty Limited
Partnership for the year ended December 31, 1997, and any
amendment thereof, and to file the same, with exhibits
thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: January 28, 1998 /s/ Howard L.
Feinsand
--------------------
- ---
Howard L. Feinsand
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below hereby constitutes and
appoints Thomas L. Hefner, Darell E. Zink, Jr., John R.
Gaskin and Dennis D. Oklak, and each of them, his attorneys-
in-fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign
the annual report on Form 10-K of Duke Realty Limited
Partnership for the year ended December 31, 1997, and any
amendment thereof, and to file the same, with exhibits
thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: January 28, 1998 /s/ L. Ben Lytle
-------------------------
- -----
L. Ben Lytle
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below hereby constitutes and
appoints Thomas L. Hefner, Darell E. Zink, Jr., John R.
Gaskin and Dennis D. Oklak, and each of them, his attorneys-
in-fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign
the annual report on Form 10-K of Duke Realty Limited
Partnership for the year ended December 31, 1997, and any
amendment thereof, and to file the same, with exhibits
thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: January 28, 1998 /s/ John D. Peterson
--------------------
- ----
John D. Peterson
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below hereby constitutes and
appoints Thomas L. Hefner, Darell E. Zink, Jr., John R.
Gaskin and Dennis D. Oklak, and each of them, his attorneys-
in-fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign
the annual report on Form 10-K of Duke Realty Limited
Partnership for the year ended December 31, 1997, and any
amendment thereof, and to file the same, with exhibits
thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: January 28, 1998 /s/ James E. Rogers
--------------------
- ----
James E. Rogers
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below hereby constitutes and
appoints Thomas L. Hefner, Darell E. Zink, Jr., John R.
Gaskin and Dennis D. Oklak, and each of them, his attorneys-
in-fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign
the annual report on Form 10-K of Duke Realty Limited
Partnership for the year ended December 31, 1997, and any
amendment thereof, and to file the same, with exhibits
thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: January 28, 1998 /s/ Lee Stanfield
--------------------
- ----
Lee Stanfield
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below hereby constitutes and
appoints Thomas L. Hefner, Darell E. Zink, Jr., John R.
Gaskin and Dennis D. Oklak, and each of them, his attorneys-
in-fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign
the annual report on Form 10-K of Duke Realty Limited
Partnership for the year ended December 31, 1997, and any
amendment thereof, and to file the same, with exhibits
thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: January 28, 1998 /s/ Daniel C. Staton
--------------------
- ----
Daniel C. Staton
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below hereby constitutes and
appoints Thomas L. Hefner, Darell E. Zink, Jr., John R.
Gaskin and Dennis D. Oklak, and each of them, his attorneys-
in-fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign
the annual report on Form 10-K of Duke Realty Limited
Partnership for the year ended December 31, 1997, and any
amendment thereof, and to file the same, with exhibits
thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: January 28, 1998 /s/ Jay J. Strauss
--------------------
- ----
Jay J. Strauss
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below hereby constitutes and
appoints Thomas L. Hefner, Darell E. Zink, Jr., John R.
Gaskin and Dennis D. Oklak, and each of them, his attorneys-
in-fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign
the annual report on Form 10-K of Duke Realty Limited
Partnership for the year ended December 31, 1997, and any
amendment thereof, and to file the same, with exhibits
thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: January 28, 1998 /s/ John W. Wynne
--------------------
- ----
John W. Wynne
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below hereby constitutes and
appoints Darell E. Zink, Jr., John R. Gaskin and Dennis D.
Oklak, and each of them, his attorneys-in-fact and agents,
with full power of substitution and resubstitution for him
in any and all capacities, to sign the annual report on Form
10-K of Duke Realty Limited Partnership for the year ended
December 31, 1997, and any amendment thereof, and to file
the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection
with such matters and hereby ratifying and confirming all
that each of such attorneys-in-fact and agents or his
substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 28, 1998 /s/ Thomas L. Hefner
--------------------
- ----
Thomas L. Hefner
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below hereby constitutes and
appoints Thomas L. Hefner, John R. Gaskin and Dennis D.
Oklak, and each of them, his attorneys-in-fact and agents,
with full power of substitution and resubstitution for him
in any and all capacities, to sign the annual report on Form
10-K of Duke Realty Limited Partnership for the year ended
December 31, 1997, and any amendment thereof, and to file
the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection
with such matters and hereby ratifying and confirming all
that each of such attorneys-in-fact and agents or his
substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 28, 1998 /s/ Darell E. Zink,
Jr.
--------------------
- ----
Darell E. Zink, Jr.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person
whose signature appears below hereby constitutes and
appoints Thomas L. Hefner, Darell E. Zink, Jr. and John R.
Gaskin, and each of them, his attorneys-in-fact and agents,
with full power of substitution and resubstitution for him
in any and all capacities, to sign the annual report on Form
10-K of Duke Realty Limited Partnership for the year ended
December 31, 1997, and any amendment thereof, and to file
the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection
with such matters and hereby ratifying and confirming all
that each of such attorneys-in-fact and agents or his
substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 28, 1998 /s/ Dennis D. Oklak
--------------------
- ----
Dennis D. Oklak
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DUKE
REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES' DECEMBER 31, 1997
CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 10,372
<SECURITIES> 0
<RECEIVABLES> 44,639
<ALLOWANCES> (1,261)
<INVENTORY> 0
<CURRENT-ASSETS> 55,307
<PP&E> 2,176,727
<DEPRECIATION> (116,264)
<TOTAL-ASSETS> 2,177,174
<CURRENT-LIABILITIES> 114,053
<BONDS> 720,119
0
0
<COMMON> 0
<OTHER-SE> 1,342,780
<TOTAL-LIABILITY-AND-EQUITY> 2,177,174
<SALES> 0
<TOTAL-REVENUES> 256,024
<CGS> 129,292
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,656
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 40,296
<INCOME-PRETAX> 72,780
<INCOME-TAX> 0
<INCOME-CONTINUING> 72,780
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 72,780
<EPS-PRIMARY> $.98
<EPS-DILUTED> $.97
</TABLE>
EXHIBIT 99.1
SELECTED QUARTERLY FINANCIAL INFORMATION
UNAUDITED)
Selected quarterly information for the years ended December
31, 1997 and 1996 is as follows (in thousands, except per
unit amounts):
Quarter Ended
--------------------------------------------------------
1997 December 31 September 30 June 30 March 31
- ------------- ----------- ------------ ---------- -----------
[S] [C] [C] [C] [C]
Revenues from
Rental
Operations $ 70,980 $ 56,218 $ 51,586 $ 50,918
Revenues from
Service
Operations $ 7,393 $ 5,917 $ 5,129 $ 3,939
Net income
available for
common units $ 21,350 $ 18,014 $ 16,464 $ 16,952
Basic income
per common
unit (2) $ 0.25 $ 0.25 $ 0.24 $ 0.25
Diluted income
per common
Unit (2) $ 0.25 $ 0.25 $ 0.23 $ 0.24
Weighted average
common units (2) 85,725 72,069 69,854 68,756
Weighted average
common and
dilutive potential
common units (2) 86,649 72,971 70,576 69,579
Funds From
Operations (1) $ 36,881 $ 28,048 $ 27,205 $ 26,694
Cash flow
provided by
(used by):
Operating
activities $ 49,027 $ 37,544 $ 43,326 $ 28,879
Investing
activities (216,521) (204,317) (135,001) (41,176)
Financing
activities 3,956 337,592 81,864 19,853
1996
- ------------------
Revenues from
Rental
Operations $ 46,451 $ 41,448 $ 37,724 $ 36,537
Revenues from
Service
Operations $ 5,404 $ 5,042 $ 5,137 $ 4,346
Net income
available for
common units $ 17,415 $ 15,571 $ 14,150 $ 11,577
Basic income
per common
unit (2) $ .26 $ 0.24 $ 0.21 $ .20
Diluted income
per common
unit (2) $ .26 $ 0.23 $ 0.21 $ 0.20
Weighted average
common units (2) 66,294 66,106 66,022 57,372
Weighted average
common and
dilutive potential
common units (2) 66,885 66,503 66,370 57,778
Funds From
Operations (1) $ 23,803 $ 23,071 $ 21,768 $ 18,792
Cash flow
provided by
(used by):
Operating
activities $ 26,426 $ 29,908 $ 24,831 $ 14,305
Investing
activities (74,606) (108,819) (13,719) (79,865)
Financing
activities 41,622 90,541 (22,719) 71,759
(1) Funds From Operations is defined by the National Association
of Real Estate Investment Trusts as net income or loss excluding
gains or losses from debt restructuring and sales of property
plus depreciation and amortization, and after adjustments for
minority interest, unconsolidated partnerships and joint ventures
(adjustments for minority interest, unconsolidated partnerships
and joint ventures are calculated to reflect Funds From
Operations on same basis). Funds From Operations does not
represent cash flow from operations as defined by generally
accepted accounting principles, should not be considered as an
alternative to net income as an indicator of the Partnership's
operating performance, and is not indicative of cash available to
fund all cash flow needs.
(2) Amounts adjusted to reflect the General Partner's two-for-
one stock split effected in August 1997.
- 56 -
