<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1994
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
/x/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (Fee required)
For the fiscal year ended December 31, 1993
Or
/ / Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No fee required)
For the transition period from ________ to __________
Commission file number: 1-9044
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DUKE REALTY INVESTMENTS, INC.
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
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<PAGE>
FINANCIAL STATEMENTS
The following financial statements are filed in connection with the
filing by the issuer of a registration statement on Form S-8 pursuant to
General Instruction A.2(ii) for Form S-8.
<PAGE>
KPMG PEAT MARWICK LLP
[LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
The Employee Benefits Committee
Duke Realty Profit Sharing and Salary Deferral Plan:
We have audited the accompanying statement of net assets available for plan
benefits of Duke Realty Profit Sharing and Salary Deferral Plan as of December
31, 1993, and the related statement of changes in net assets available for
plan benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The accompanying
financial statements of Duke Realty Profit Sharing and Salary Deferral Plan as
of and for the year ended December 31, 1992, were audited by other auditors
whose report thereon dated September 3, 1993, expressed a qualified opinion on
those statements because a limited scope audit was performed as permitted by
29 CFR 2520.103-8 of the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of Duke
Realty Profit Sharing and Salary Deferral Plan as of December 31, 1993, and
the changes in net assets available for plan benefits for the year then ended,
in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
KPMG PEAT MARWICK LLP
September 21, 1994
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<PAGE>
[KIMMERLING, MYERS & CO., INC. - Letterhead]
Duke Associates Employee Benefits
Plan Committee
We were engaged to audit the financial statements and supplemental schedule of
Duke Associates Profit Sharing and Salary Deferral Plan (Plan) as of
December 31, 1992, and for the year then ended, as listed in the accompanying
index. These financial statements and schedule are the responsibility of the
Plan's management.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the information
discussed in Note (7) to the financial statements, which was certified by
Northwestern Mutual Life Insurance Company and Manulife Financial, the trustees
of the Plan, except for comparing such information with the related information
included in the 1992 financial statements and supplemental schedule. We have
been informed by the plan administrator that the trustees hold the Plan's assets
and execute investment transactions. The plan administrator has obtained
certifications from the trustees as of and for the year ended December 31, 1992,
that the information provided to the plan administrator by the trustees is
complete and accurate.
Because of the significance of the information in the Plan's 1992 financial
statements and supplemental schedule that we did not audit, we are unable to,
and do not, express an opinion on the accompanying financial statements and
supplemental schedule as of and for the year ended December 31, 1992. The form
and content of the information included in the 1992 financial statements and
schedule, other than that derived from the information certified by the
trustees, has been audited by us in accordance with generally accepted auditing
standards and, in our opinion, are presented in compliance with the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Securities Act of 1974.
The financial statements of Duke Associates Profit Sharing and Salary Deferral
Plan as of and for the year ended December 31, 1991, were audited by other
auditors whose report dated September 30, 1992, expressed an opinion that such
financial statements present fairly, in all material respects, the financial
status of the Plan as of and for the year ended December 31, 1991, in conformity
with generally accepted accounting principles.
September 3, 1993 /s/ Kimmerling, Myers & Co., Inc.
<PAGE>
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Assets held by Trustee:
Investments, at fair market value:
Balanced fund $3,764,518 3,108,196
Stock fund 779,287 --
Single premium retirement annuity 16,646 15,753
Guaranteed fund -- 444,013
Insurance cash surrender value 72,412 52,866
Cash equivalents:
Money market fund 1,494,496 1,246,346
Contributions receivable:
Participant -- 33,123
Employer 210,693 106,981
---------- ----------
Net assets available for benefits $6,338,052 5,007,278
---------- ---------
---------- ---------
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Additions to net assets:
Contributions:
Employees' salary deferral $ 519,588 525,051
Employer matching of salary
deferral 204,816 216,374
Employer profit sharing 801,625 --
Employee rollovers 33,371 28,801
---------- ---------
1,559,400 770,226
---------- ---------
Investment income:
Net increase in fair market value of
investments 302,395 207,171
Interest and dividends 10,047 46,727
Increase in insurance cash surrender
value 21,697 19,140
---------- ---------
334,139 273,038
---------- ---------
Total additions 1,893,539 1,043,264
---------- ---------
---------- ---------
Deductions from net assets:
Benefits paid to participants 528,835 562,192
Life insurance premium payments 26,571 28,381
Administrative expenses 7,359 9,081
---------- ---------
Total deductions 562,765 599,654
---------- ---------
Net increase 1,330,774 443,610
Net assets available for plan benefits:
Beginning of year 5,007,278 4,563,668
---------- ---------
End of year $6,338,052 5,007,278
---------- ---------
---------- ---------
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
Notes to Financial Statements
(1) DESCRIPTION OF PLAN
The following description of the Duke Realty Profit Sharing and Salary
Deferral Plan (the Plan) provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
GENERAL
The Plan is a defined contribution plan sponsored by Duke Realty Service
Limited Partnership and predecessor companies (the Employer) covering all
full-time employees who have completed one-half year of service and are age
21 years or older as defined by the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Eligible participants may elect to defer a percentage of compensation to be
contributed to their Employee Deferral Account. Each year the Employee
Benefits Committee (the Committee) fixes the minimum and maximum percent
that may be contributed, not to exceed 15% of the participants
compensation, from the Employer for each plan year subject to limitations
imposed by the Internal Revenue Service. The Employer matches participant
contributions annually up to a maximum of the larger of $500 or 2% of total
compensation. The Employer matching contribution is limited to the
participant's first $150,000 of compensation, and the contribution is
invested in the common stock of Duke Realty Investments, Inc., the parent
of the general partner of the Employer.
The Employer may also contribute a portion of its profits to the Plan. The
Employer made a special contribution and a profit sharing contribution in
1993. At December 31, 1993, contributions receivable totaled $210,693,
of which $25,769, $64,924 and $120,000 was due to the Money Market Fund,
the Balance Fund and the Stock Fund, respectively. At December 31, 1992,
contributions receivable totaled $140,104, of which $66,637 and $73,467
was due to the Money Market Fund and Balance Fund, respectively.
Continued
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DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
Notes to Financial Statements
PARTICIPANTS ACCOUNTS
Each participant's account is credited with the participant's contribution,
the Employer matching contribution, allocations of the Employer's profit
sharing contribution (when applicable), Plan earnings, and forfeitures of
terminated participants' non-vested accounts upon the distribution of the
vested portion of their accounts. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
account.
LIFE INSURANCE
A participant may direct the Trustee to purchase and pay premiums on
insurance policies or contracts on the life of the participant.
VESTING
Participants are immediately vested in elective salary reduction
contributions, Employer matching contributions and the actual earnings
thereon. Vesting in the profit sharing contribution and the earnings
thereon is based upon the years of service of the participant. A year of
service means a plan year in which the participant completes at least 1,000
hours of service. A participant becomes 20% vested after three years of
service and vests an additional 20% for each year of service thereafter and
is 100% vested after seven years of service.
BENEFITS
When a distribution is made upon termination of service or retirement, a
participant's vested account balance will be distributed in a lump-sum
payment within 60 days after completion of the Plan valuation date for the
period in which the event giving rise to the distribution occurred.
FORFEITURES
Participants who terminate employment and receive distribution of the
vested portion of their profit sharing account forfeit any non-vested
portion of their account. These forfeitures are allocated to other
participants in the same manner as the profit sharing contributions.
Continued
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<PAGE>
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
Notes to Financial Statements
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ADMINISTRATIVE EXPENSES
Trustee fees are paid by the Plan as incurred. Other expenses of the Plan
are paid directly by the Employer.
TAX STATUS
The Plan obtained its latest determination letter on June 5, 1987, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter, and a
new determination letter has been requested but not received. However, the
plan administrator and the Plan's tax counsel believe that the Plan is
currently designed and is being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
(3) PLAN TERMINATION
Although it has not expressed any intent to do so, the Employer has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100% vested in their accounts.
(4) INVESTMENTS
The Balanced Fund is held and managed by Northwestern Mutual Life Insurance
Company pursuant to a group annuity contract with the Plan. The fund
invests in primarily common stocks and bonds.
The Money Market Fund is held and managed by Northwestern Mutual Life
Insurance Company pursuant to a group annuity contract with the Plan. The
fund consists of money market instruments and other debt securities with
maturities generally not exceeding one year.
Continued
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<PAGE>
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
Notes to Financial Statements
The Stock Fund is held and managed by Robert W. Baird and Company pursuant
to a group annuity contract with the Plan, the fund invests solely in
common stock of Duke Realty Investments, Inc.
The Single Premium Retirement Annuity is held and managed by Northwestern
Mutual Life Insurance Company. The fund invests in primarily common stocks
and bonds.
The Guaranteed Fund was held and managed by Manufacturers Life Insurance
Company pursuant to a group annuity contract with the Plan. The fund
consisted of unallocated deposit administration contracts in Manufacturers
Life Insurance Company general account maturing at various dates through
November 1993. All contract maturities were transferred during 1993 from
Manufacturers Life Insurance Company to the Money Market Fund held by
Northwestern Mutual Life Insurance Company.
Continued
-7-
<PAGE>
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(5) INVESTMENT FUND CHANGES
A summary of changes in plan assets by fund for the years ending
December 31, 1993 and 1992 are as follows:
<TABLE>
<CAPTION>
Money Single
Balance Market Stock Premium Guaranteed Insurance
Fund Fund Fund Amounts Fund CSV Other Total
---------- --------- ------ ------- ---------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Plan assets, Dec. 31, 1992 $3,108,196 1,246,346 -- 15,753 444,013 52,866 140,104 5,007,278
Additions:
Employee salary deferral 378,380 162,347 -- -- -- 26,571 (47,710) 519,588
Employer matching
of salary deferral 143,281 63,235 -- -- -- -- (1,700) 204,816
Employer profit sharing -- -- 681,625 -- -- -- 120,000 801,625
Employee rollovers 21,880 11,492 -- -- -- -- (1) 33,371
Insurance cash value -- -- -- -- -- 21,697 -- 21,697
Interest income -- -- -- 893 9,155 -- (1) 10,047
Net increase (decrease) in fair
value of investments 316,917 38,033 (52,555) -- -- -- -- 302,395
---------- --------- ------- ------ ------- ------ ------- ---------
860,458 275,107 629,070 893 9,155 48,268 70,588 1,893,539
Deductions:
Benefits paid to
participants 418,555 108,130 -- -- -- 2,151 (1) 528,835
Administrative fees 3,262 4,097 -- -- -- -- -- 7,359
Life insurance premium -- -- -- -- -- 26,571 -- 26,571
---------- --------- ------- ------ ------- ------ ------- ---------
421,817 112,227 -- -- -- 28,722 (1) 562,765
Transfers between funds 217,681 85,270 150,217 -- (453,168) -- -- --
---------- --------- ------- ------ ------- ------ ------- ---------
Plan assets Dec. 31, 1993 $3,764,518 1,494,496 779,287 16,646 -- 72,412 210,693 6,338,052
---------- --------- ------- ------ ------- ------ ------- ---------
---------- --------- ------- ------ ------- ------ ------- ---------
</TABLE>
Continued
-8-
<PAGE>
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
Notes to Financial Statements
December 31, 1993 and 1992
<TABLE>
<CAPTION>
Money Single
Balance Market Stock Premium Guaranteed Insurance
Fund Fund Fund Amounts Fund CSV Other Total
---------- --------- ------ ------- ---------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Plan assets, Dec. 31, 1991 $2,419,046 1,304,847 -- 14,782 690,247 34,132 100,614 4,563,668
Additions:
Employee salary deferral 289,263 189,152 -- -- -- 28,381 18,255 525,051
Employer matching
of salary deferral 94,995 112,992 -- -- -- -- 8,387 216,374
Employee rollovers 23,127 5,674 -- -- -- -- -- 28,801
Insurance cash value -- -- -- -- -- 19,140 -- 19,140
Interest income -- -- -- 971 45,756 -- -- 46,727
Net increase in fair
value of investments 167,946 39,225 -- -- -- -- -- 207,171
---------- --------- ------- ------ ------- ------ ------- ---------
575,331 347,043 -- 971 45,756 47,521 26,642 1,143,878
Deductions:
Benefits paid to
participants 309,123 252,663 -- -- -- 406 -- 562,192
Administrative fees 2,767 3,095 -- -- 3,219 -- -- 9,081
Life insurance premium -- -- -- -- -- 28,381 -- 28,381
---------- --------- ------- ------ ------- ------ ------- ---------
311,890 255,758 -- -- 3,219 28,787 -- 599,654
Transfers between funds 425,709 (149,786) -- -- (288,771) -- 12,848 --
---------- --------- ------- ------ ------- ------ ------- ---------
Plan assets Dec. 31, 1992 $3,108,196 1,246,346 -- 15,753 444,013 52,866 140,104 5,007,278
---------- --------- ------- ------ ------- ------ ------- ---------
---------- --------- ------- ------ ------- ------ ------- ---------
</TABLE>
Continued
-9-
<PAGE>
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
Notes to Financial Statements
(6) UNALLOCATED ASSETS
As described in note (3), the investments are held in various unallocated
group annuity contracts. The Plan administrator maintains detail records
segregating individual participant account balances.
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<PAGE>
SCHEDULE 1
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
Item 27a--Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
Shares or Current
Identity of Issue Description of Investment Units Cost Value
----------------- ------------------------- --------- ------- -----
<S> <C> <C> <C> <C>
Northwestern Mutual Life Insurance Co. The Balanced Fund-
Common stocks and bonds 91,738 Not Available 3,764,518
Northwestern Mutual Life Insurance Co. The Money Market Fund 66,611 Not Available 1,494,496
Robert W. Baird and Company Duke Realty Investments, Inc.
Common stock 35,026 831,868 779,287
Northwestern Mutual Life Insurance Co. The Single Premium Retirement Annuity- n/a 11,815 16,646
Common stock and bonds
</TABLE>
<PAGE>
SCHEDULE 2
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
Item 27d -- Schedule of Reportable Transactions
December 31, 1993
<TABLE>
<CAPTION>
Identity Description Purchase Selling Lease Expense Cost Current Gain/
of Issue of Asset Fund Price Price Rental Incurred Of Asset Value (Loss)
- -------- ----------- ---- -------- ------- ------ -------- -------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Robert W. Duke Realty
Baird & Co. Investments Inc. Stock Fund 681,625 -0- -0- -0- 681,625 638,575 (43,050)
Northwestern Mutual Cash Equivalents Money Market
Life Ins. Co. Fund -0- 310,254 -0- -0- 307,807 310,254 2,447
Northwestern Mutual Common Stocks
Life Ins. Co. and Bonds Balance Fund 310,254 -0- -0- -0- 310,254 326,315 16,062
Northwestern Mutual Common Stocks
Life Ins. Co. and Bonds Balance Fund -0- 267,951 -0- -0- 258,887 267,951 9,064
</TABLE>
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
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(Name of Plan)
Date: September 30, 1994 /s/ David R. Mennel
------------------ -----------------------------------------
David R. Mennel
Trustee
