<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1994
- --------------------------------------------------------------------------------
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DUKE REALTY INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1740409
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8888 KEYSTONE CROSSING
SUITE 1200
INDIANAPOLIS, INDIANA 46240
(Address of principal executive offices) (Zip Code)
DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN
1993 DUKE REALTY STOCK OPTION PLAN
(Full title of the plans)
THOMAS L. HEFNER
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
(Name and address of agent for service)
(317) 574-3531
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share 681,500 $23.75 $16,188,625.00 $5,581.25
- -------------------------------------------------------------------------------------------------
Common Stock, par value $.01
per share 633,500 $24.94 $15,799,490.00 $5,448.10
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
<FN>
(1) Any additional shares to be issued as a result of stock dividends, stock
splits or similar transactions prior to the termination of this
Registration Statement shall be covered by this Registration Statement as
provided in Rule 416.
(2) Determined pursuant to Rule 457(c) and (h) using average of reported high
and low prices on September 28, 1994.
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, all of which are on file with the Securities and
Exchange Commission (the "Commission"), are hereby incorporated by reference in
this registration statement:
(a) The Annual Report on Form 10-K for Duke Realty Investments, Inc. (the
"Company") for the fiscal year ended December 31, 1993;
(b) The Annual Report on Form 11-K for the Duke Realty Profit Sharing and
Salary Deferral Plan (the "Plan") for the fiscal year ended December
31, 1993;
(c) The Company's Quarterly Reports on Form 10-Q for the fiscal periods
ended March 31, 1994 and June 30, 1994;
(d) The Company's Current Reports on Form 8-K filed August 26, 1994 and
September 23, 1994;
(e) The Company's Proxy Statement dated March 23, 1994; and
(f) The description of the Class A Common Stock of the Company contained
in the Registration Statement on Form 10, File No. 1-9044, as amended.
All documents subsequently filed by the Company and the Plan pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such reports
and documents.
For purposes of this Registration Statement, any statement contained in a
report, document or appendix incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded to the extent that a statement contained in this Registration
Statement or in any subsequently filed report, document or appendix which also
is or is deemed incorporated by reference modifies or supersedes such statement
in such report, document or appendix. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Upon the written or oral request of any person to whom this Registration
Statement has been delivered, the Company will provide without charge to such
person a copy of any and all of the information (excluding exhibits thereto
unless such exhibits are specifically incorporated by reference into such
information) that has been incorporated by reference into this Registration
Statement but not delivered herewith. Requests should be directed to 8888
Keystone Crossing, Suite 1200, Indianapolis, Indiana 46240, Attn: Investor
Relations, (317) 574-3531.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby is being passed on for the
Company by Bose McKinney & Evans, Indianapolis, Indiana. John W. Wynne and
Darell E. Zink, Jr., officers and directors of the Company,
-2-
<PAGE>
were partners in Bose McKinney & Evans through 1987 and 1982, respectively, and
were of counsel to that firm until December, 1990. The spouses of Michael
Coletta and Dayle M. Eby, both officers and shareholders of the Company, are
partners in Bose McKinney & Evans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is an Indiana corporation. The Company's officers and
directors are and will be indemnified under Indiana law, the Articles of
Incorporation of the Company, and the partnership agreements of Duke Realty
Limited Partnership (the "Operating Partnership") and Duke Realty Services
Limited Partnership (the "Services Partnership") against certain liabilities.
Chapter 37 of The Indiana Business Corporation Law (the "IBCL") requires a
corporation, unless its articles of incorporation provide otherwise, to
indemnify a director or an officer of the corporation who is wholly successful,
on the merits or otherwise, in the defense of any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, against reasonable expenses,
including counsel fees, incurred in connection with the proceeding. The
Company's Articles of Incorporation do not contain any provision prohibiting
such indemnification.
The IBCL also permits a corporation to indemnify a director, officer,
employee or agent who is made a party to a proceeding because the person was a
director, officer, employee or agent of the corporation against liability
incurred in the proceeding if (i) the individual's conduct was in good faith and
(ii) the individual reasonably believed (A) in the case of conduct in the
individual's official capacity with the corporation that the conduct was in the
corporation's best interests and (B) in all other cases that the individual's
conduct was at least not opposed to the corporation's best interests and (iii)
in the case of a criminal proceeding, the individual either (A) had reasonable
cause to believe the individual's conduct was lawful or (B) had no reasonable
cause to believe the individual's conduct was unlawful. The IBCL also permits a
corporation to pay for or reimburse reasonable expenses incurred before the
final disposition of the proceeding and permits a court of competent
jurisdiction to order a corporation to indemnify a director or officer if the
court determines that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
person met the standards for indemnification otherwise provided in the IBCL.
The Company's Articles of Incorporation provide for certain additional
limitations of liability and indemnification. Section 13.01 of the Articles of
Incorporation provides that a director shall not be personally liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for voting for or assenting to an unlawful distribution, or (iv) for
any transaction from which the director derived an improper personal benefit.
Section 13.02 of the Articles of Incorporation generally provides that any
director or officer of the Company or any person who is serving at the request
of the Company as a director, officer, employee or agent of another entity shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the IBCL against all expense, liability and loss (including attorneys' fees,
judgments, fines, certain employee benefits excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered in
connection with a civil, criminal, administrative or investigative action, suit
or proceeding to which such person is a party by reason of the person's service
with or at the request of the Company. Section 13.02 of the Articles of
Incorporation also provides such persons with certain rights to be paid by the
Company the expenses incurred in defending any such proceeding in advance of the
final disposition and the right to enforce indemnification claims against the
Company by bringing suit against the Company.
The Company's Articles of Incorporation authorize the Company to maintain
insurance to protect itself and any director, officer, employee or agent of the
Company or another corporation, partnership, joint venture, trust or other
enterprise against expense, liability or loss, whether or not the Company would
have the power to indemnify such person against such expense, liability or loss
under the IBCL.
-3-
<PAGE>
Each of the partnership agreements for the Operating Partnership and the
Services Partnership also provides for indemnification of the Company and its
officers and directors to substantially the same extent provided to officers and
directors of the Company in its Articles of Incorporation, and limits the
liability of the Company and its officers and directors to the Operating
Partnership and its partners and to the Services Partnership and its partners,
respectively, to substantially the same extent limited under the Company's
Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of Duke Realty Investments,
Inc., incorporated by reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-2, File No. 33-64038, as amended.
4.2 Amended and Restated Bylaws of Duke Realty Investments, Inc., incorporated
by reference to Exhibit 3.4 to the Company's Registration Statement on Form
S-2, File No. 33-64038, as amended.
5. Opinion and consent of Bose McKinney & Evans regarding the legality of the
securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Kimmerling, Myers & Co., Inc.
23.3 Consent of Bose McKinney & Evans (included in Exhibit 5).
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered
-4-
<PAGE>
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by Rule 3-19 to Regulation S-X at the
start of any delayed offering or throughout a continuous offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on September 30,
1994.
Duke Realty Investments, Inc.
By: /s/ Darell E. Zink, Jr.
----------------------------------------
Executive Vice President, Chief Financial
Officer and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the dates indicated by the
following persons in the capacities indicated.
Signature Title Date
--------- ----- ----
John W. Wynne* Director and Chairman of the September 30, 1994
- ------------------------- Board
John W. Wynne
Thomas L. Hefner* Director and President and September 30, 1994
- ------------------------- Chief Executive Officer
Thomas L. Hefner (Principal Executive Officer)
Daniel C. Staton* Director and Executive Vice September 30, 1994
- ------------------------- President and Chief Operating
Daniel C. Staton Officer
(Principal Operating Officer)
/s/ Darell E. Zink, Jr. Director and Executive Vice September 30, 1994
- ------------------------- President, Chief Financial
Darell E. Zink, Jr. Officer and Assistant Secretary
(Principal Accounting
Officer)
Geoffrey Button* Director September 30, 1994
- -------------------------
Geoffrey Button
Howard L. Feinsand* Director September 30, 1994
- -------------------------
Howard L. Feinsand
John D. Peterson* Director September 30, 1994
- -------------------------
John D. Peterson
-6-
<PAGE>
James E. Rogers* Director September 30, 1994
- -------------------------
James E. Rogers
Sydney C. Reagan* Director September 30, 1994
- -------------------------
Sydney C. Reagan
Lee Stanfield* Director September 30, 1994
- -------------------------
Lee Stanfield
Jay J. Strauss* Director September 30, 1994
- -------------------------
Jay J. Strauss
*By: /s/ Darell E. Zink, Jr.
----------------------------
Darell E. Zink, Jr.
Attorney-in-Fact
-7-
<PAGE>
Exhibit 5
BOSE McKINNEY & EVANS
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
September 28, 1994
Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Dear Sirs:
We are acting as counsel to Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), in connection with the registration by the Company
of (i) shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), to be issued pursuant to the 1993 Duke Realty Stock Option Plan
and (ii) an indeterminate number of interests (the "Interests") under the Duke
Realty Profit Sharing and Salary Deferral Plan (the "Plan"). The Common Stock
and Interests are the subject of a Registration Statement, as amended (the
"Registration Statement") filed by the Company on Form S-8 under the Securities
Act of 1933, as amended.
We have examined photostatic copies of the Company's Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws and such other
documents and instruments as we have deemed necessary to enable us to render the
opinion set forth below. We have assumed the conformity to the originals of all
documents submitted to us as photostatic copies, the authenticity of the
originals of such documents, and the genuineness of all signatures appearing
thereon.
Based upon and subject to the foregoing, it is our opinion that:
(1) The Common Stock has been duly authorized by all necessary corporate action
of the Company and when (a) the applicable provisions of the Securities Act of
1933 and such state "blue sky" or securities laws as may be applicable have been
complied with and (b) the shares of Common Stock have been issued, delivered,
and paid for, such shares of Common Stock will be legally issued, fully paid,
and nonassessable.
<PAGE>
Duke Realty Investments, Inc.
September 28, 1994
Page 2
(2) The Interests have been duly authorized by all necessary corporate action
of the Company and action of the Plan and when the Interests have been issued
and delivered pursuant to the Plan, such Interests will be legally issued,
fully paid, and nonassessable.
We do not hold ourselves out as being conversant with the laws of any
jurisdiction other than those of the United States and the State of Indiana and,
therefore, this opinion is limited to the laws of those jurisdictions. We
consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-8 filed under the Securities Act of 1933 relating to the
Common Stock and the Interests.
Very truly yours,
/s/ BOSE McKINNEY & EVANS
<PAGE>
Exhibit 23.1
The Board of Directors
Duke Realty Investments, Inc.:
We consent to the use of our reports on the consolidated financial
statements of Duke Realty Investments, Inc. and subsidiaries and the related
financial statement schedules as of December 31, 1993 and 1992 and for each
of the years in the three-year period ended December 31, 1993, and on the
financial statements of Duke Realty Profit Sharing and Salary Deferral Plan as
of and for the year ended December 31, 1993, each incorporated herein by
reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Indianapolis, Indiana
September 30, 1994
<PAGE>
[KIMMERLING, MYERS & CO., INC - Letterhead]
Exhibit 23.2
The Board of Directors
Duke Realty Investments, Inc.
We consent to the use of our report on the financial statements of Duke
Realty Profit Sharing and Salary Deferral Plan (formerly Duke Associates
Profit Sharing and Salary Deferral Plan) as of December 31, 1992 and for the
year ended December 31, 1992, incorporated herein by reference.
/s/ Kimmerling, Myers & Co. Inc.
Kimmerling, Myers & Co. Inc
September 29, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Thomas L. Hefner and Darell E. Zink, Jr.,
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 a
Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of various securities (the
"Securities") of Duke Realty Investments, Inc. (the "Company") and any or all
pre-effective amendments or post-effective amendments to the Registration
Statement (which amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate), 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 hereto.
Dated: September 13, 1994 /s/ John W. Wynne
------------------------------
John W. Wynne
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John W. Wynne and Darell E. Zink, Jr., 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 a Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Registration
Statement") for the registration of various securities (the "Securities") of
Duke Realty Investments, Inc. (the "Company") and any or all pre-effective
amendments or post-effective amendments to the Registration Statement (which
amendments may make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), 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 hereto.
Dated: September 10, 1994 /s/ Thomas L. Hefner
------------------------------
Thomas L. Hefner
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John W. Wynne, Thomas L. Hefner and Darell
E. Zink, Jr., 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 a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of various securities (the
"Securities") of Duke Realty Investments, Inc. (the "Company") and any or all
pre-effective amendments or post-effective amendments to the Registration
Statement (which amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate), 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 hereto.
Dated: September 13, 1994 /s/ Daniel C. Staton
------------------------------
Daniel C. Staton
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John W. Wynne and Thomas L. Hefner,
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 a
Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of various securities (the
"Securities") of Duke Realty Investments, Inc. (the "Company") and any or all
pre-effective amendments or post-effective amendments to the Registration
Statement (which amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate), 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 hereto.
Dated: September 13, 1994 /s/ Darell E. Zink, Jr.
------------------------------
Darell E. Zink, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John W. Wynne, Thomas L. Hefner and Darell
E. Zink, Jr., 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 a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of various securities (the
"Securities") of Duke Realty Investments, Inc. (the "Company") and any or all
pre-effective amendments or post-effective amendments to the Registration
Statement (which amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate), 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 hereto.
Dated: September 13th, 1994 /s/ Geoffrey Button
------------------------------
Geoffrey Button
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John W. Wynne, Thomas L. Hefner and Darell
E. Zink, Jr., 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 a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of various securities (the
"Securities") of Duke Realty Investments, Inc. (the "Company") and any or all
pre-effective amendments or post-effective amendments to the Registration
Statement (which amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate), 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 hereto.
Dated: September 13, 1994 /s/ Howard L. Feinsand
------------------------------
Howard L. Feinsand
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John W. Wynne, Thomas L. Hefner and Darell
E. Zink, Jr., 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 a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of various securities (the
"Securities") of Duke Realty Investments, Inc. (the "Company") and any or all
pre-effective amendments or post-effective amendments to the Registration
Statement (which amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate), 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 hereto.
Dated: September 12, 1994 /s/ John D. Peterson
------------------------------
John D. Peterson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John W. Wynne, Thomas L. Hefner and Darell
E. Zink, Jr., 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 a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of various securities (the
"Securities") of Duke Realty Investments, Inc. (the "Company") and any or all
pre-effective amendments or post-effective amendments to the Registration
Statement (which amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate), 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 hereto.
Dated: September 13, 1994 /s/ James E. Rogers
------------------------------
James E. Rogers
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John W. Wynne, Thomas L. Hefner and Darell
E. Zink, Jr., 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 a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of various securities (the
"Securities") of Duke Realty Investments, Inc. (the "Company") and any or all
pre-effective amendments or post-effective amendments to the Registration
Statement (which amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate), 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 hereto.
Dated: September 12, 1994 /s/ Sydney C. Reagan
------------------------------
Sydney C. Reagan
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John W. Wynne, Thomas L. Hefner and Darell
E. Zink, Jr., 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 a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of various securities (the
"Securities") of Duke Realty Investments, Inc. (the "Company") and any or all
pre-effective amendments or post-effective amendments to the Registration
Statement (which amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate), 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 hereto.
Dated: September 12, 1994 /s/ Lee Stanfield
------------------------------
Lee Stanfield
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John W. Wynne, Thomas L. Hefner and Darell
E. Zink, Jr., 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 a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of various securities (the
"Securities") of Duke Realty Investments, Inc. (the "Company") and any or all
pre-effective amendments or post-effective amendments to the Registration
Statement (which amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate), 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 hereto.
Dated: September 12, 1994 /s/ Jay J. Strauss
------------------------------
Jay J. Strauss
