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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934 for the Fiscal Year Ended December 31, 1994
/ / Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934 for the Transition Period from _____ to _____.
Commission file number 1-9044
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 46250
(Address of principal executive offices) (Zip Code)
(317) 846-4700
(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:
Common Stock New York Stock Exchange
($.01 par value)
Securities registered pursuant to Section 12(g) of the Act:
None
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 / /.
The aggregate market value of the voting shares of the Registrant's outstanding
shares held by non-affiliates of the Registrant is $540,385,853 based on the
last reported sale price on March 8, 1995.
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The number of shares outstanding as of March 8, 1995 was 20,391,919.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement dated March 22, 1995 of the Registrant, filed
pursuant to Regulation 14A, are incorporated by reference in Part III of this
Annual Report on Form 10-K.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the 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. / /
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) DOCUMENTS FILED AS PART OF THIS REPORT.
3. EXHIBITS
Exhibit
Number Description
------- ------------------------------------------------------------
3.1 Articles of Incorporation of Registrant are incorporated
herein by reference to Exhibit 3.3 to the registration
statement on Form S-2, as amended, filed on June 8, 1993, as
File No. 33-64038 (the "Registration Statement").
3.2 By-Laws of Registrant are incorporated herein by reference
to Exhibit 3.4 to the Registration Statement.
4. Instruments Defining Rights of Security Holders, including
Indentures, are incorporated herein by reference to Articles
V, VI, VIII, IX and X of Registrant's Articles of
Incorporation.
10.1 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.
10.2 Agreement of Limited Partnership of Duke Realty Services
Limited Partnership (the "Services Partnership") is
incorporated herein by reference to Exhibit 10.2 to the
Registration Statement.
10.3 Promissory Note of the Services Partnership is incorporated
herein by reference to Exhibit 10.3 to the Registration
Statement.
10.4 Duke Realty Services Limited Partnership 1993 Stock Option
Plan is incorporated herein by reference to Exhibit 10.4 to
the Registration Statement.
10.5 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 Registration
Statement.
10.6 Management Agreement relating to the Excluded Properties is
incorporated herein by reference to Exhibit 10.6 to the
Registration Statement.
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10.7 Contribution Agreement for certain properties and land
contributed by Duke Associates and Registrant to the
Operating Partnership is incorporated herein by reference to
Exhibit 10.7 to the Registration Statement.
10.8 Contribution Agreement for certain assets and contracts
contributed by Duke Associates to the Services Partnership
is incorporated herein by reference to Exhibit 10.8 to the
Registration Statement.
10.9 Contribution Agreement for certain contracts contributed by
Duke Associates to the Operating Partnership is incorporated
herein by reference to Exhibit 10.9 to the Registration
Statement.
10.10 Stock Purchase Agreement is incorporated herein by reference
to Exhibit 10.10 to the Registration Statement.
10.11 Indemnification Agreement is incorporated herein by
reference to Exhibit 10.11 to the Registration Statement.
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 Company 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 1995 Annual Meeting of Shareholders.
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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 INVESTMENTS, INC.
Date: April 27, 1995 By: /s/ Dennis D. Oklak
-----------------------------
Dennis D. Oklak
Vice President and Treasurer
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[KPMG PEAT MARWICK LLP LETTERHEAD] EXHIBIT 23
The Board of Directors
Duke Realty Investments, Inc.:
We consent to incorporation by reference in the registration statement (No. 33-
54997) on Form S-3, and the registration statement (No. 33-55727) on Form S-8,
of Duke Realty Investments, Inc. and subsidiaries of our report dated
January 25, 1995, relating to the consolidated balance sheets of Duke Realty
Investments, Inc. and subsidiaries as of December 31, 1994 and 1993, and
the related consolidated statements of operations, shareholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1994, and the related financial statement schedule, which report appears in the
December 31, 1994 annual report on Form 10-K of Duke Realty Investments, Inc.
KPMG Peat Marwick LLP
Indianapolis, Indiana
April 27, 1995
