<PAGE>
As filed with the Securities Exchange Commission on March 28, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 25, 1996
DUKE REALTY INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-9044 35-1740409
(State or jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317)574-3531
Not applicable
(Former name or former address, if changed since last report)
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Exhibit
- ------- -------
1 Terms Agreement dated March 25, 1995, which is being filed pursuant
to Regulation S-K,Item 601(b)(1) in lieu of filing the otherwise
required exhibit to the Registrant's registration statement on
Form S-3, file no. 33-54997,under the Securities Act of 1933, as
amended (the "Registration Statement"), and which, as this Form 8-K
filing is incorporated by reference in the Registration Statement,
is set forth in full in the Registration Statement.
8 Tax opinion of Bose McKinney & Evans, including consent, which is
being filed pursuant to Regulation S-K, Item 601(b)(8) in lieu of
filing the otherwise required exhibit to the Registration Statement
and which, as this Form 8-K filing is incorporated by reference in
the Registration Statement, is set forth in full in the Registration
Statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DUKE REALTY INVESTMENTS, INC.
Date: March 27, 1996 By: /s/ Dennis D. Oklak
-----------------------------
Dennis D. Oklak
Vice President
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<PAGE>
EXHIBIT 1
DUKE REALTY INVESTMENTS, INC.
(an Indiana Corporation)
4,000,000 Common Shares
TERMS AGREEMENT
March 25, 1996
TO: Duke Realty Investments, Inc.
8888 Keystone Crossing Suite 1150
Indianapolis, IN 46240
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We (the "Representatives") understand that Duke Realty Investments,
Inc., an Indiana corporation (the "Company"), proposes to issue and sell
4,000,000 shares of common stock (the "Common Stock")(such Common Stock being
hereinafter referred to as the "Underwritten Securities"). Subject to the terms
and conditions set forth or incorporated by reference herein, the underwriters
named below (the "Underwriters") offer to purchase, severally and not jointly,
the respective numbers of Initial Underwritten Securities (as defined in the
Underwriting Agreement referred to below) set forth below opposite their
respective names, and a proportionate share of Option Securities (as defined in
the Underwriting Agreement referred to below), to the extent any are purchased,
at the purchase price set forth below.
<PAGE>
<TABLE>
<CAPTION>
Number of Initial
Name of Underwriter Underwritten Securities
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<S> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated 448,000
Alex. Brown & Sons Incorporated 448,000
Dean Witter Reynolds Inc. 448,000
A.G. Edwards & Sons, Inc. 448,000
McDonald & Company Securities, Inc. 448,000
Legg Mason Wood Walker, Incorporated 80,000
Prudential Securities Incorporated 80,000
Salomon Brothers Inc 80,000
Smith Barney Inc. 80,000
Advest, Inc. 40,000
Robert W. Baird & Co. Incorporated 40,000
J.C. Bradford & Co. 40,000
City Securities Corporation 40,000
Cowen & Company 40,000
Dain Bosworth Incorporated 40,000
Doft & Co., Inc. 40,000
Dominick & Dominick, Incorporated 40,000
Duff & Phelps Securities Co. 40,000
EVEREN Securities, Inc. 40,000
Fahnestock & Co. Inc. 40,000
First Albany Corporation 40,000
First of Michigan Corporation 40,000
Friedman, Billings, Ramsey & Co., Inc. 40,000
Furman Selz LLC 40,000
Interstate/Johnson Lane Corporation 40,000
Janney Montgomery Scott Inc. 40,000
Edward D. Jones & Co., L.P. 40,000
Morgan Keegan & Company, Inc. 40,000
NatCity Investments, Inc. 40,000
David A. Noyes & Company 40,000
The Ohio Company 40,000
Ormes Capital Markets, Inc. 40,000
Pennsylvania Merchant Group Ltd 40,000
Piper Jaffray Inc. 40,000
Principal Financial Securities, Inc. 40,000
Rauscher Pierce Refsnes, Inc. 40,000
Raymond James & Associates, Inc. 40,000
The Robinson-Humphrey Company, Inc. 40,000
Roney & Co., LLC 40,000
Stephens Inc. 40,000
Sutro & Co. Incorporated 40,000
Traub and Company, Inc. 40,000
Utendahl Capital Partners, L.P. 40,000
Wheat, First Securities, Inc. 40,000
William K. Woodruff & Company Incorporated 40,000
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TOTAL 4,000,000
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---------
</TABLE>
The Underwritten Securities shall have the following terms:
<TABLE>
<S> <C>
Title of Securities: Common Stock
Number of Shares: 4,000,000
Initial public offering price per share: $30.125
Purchase price per share: $28.540
Number of Option Securities: 600,000
Closing Time, date and location: March 29, 1996, 10:00 a.m., New York
City Time, Rogers & Wells, 200 Park
Avenue, New York, New York 10166
</TABLE>
All the provisions contained in the document attached as Annex A
hereto entitled "Duke Realty Investments, Inc. - Common Stock and Preferred
Stock - Underwriting Agreement" are hereby incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined.
2
<PAGE>
Please accept this offer no later than 7 o' clock P.M. (New York
City time) on March 25, 1996 by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
ALEX. BROWN & SONS INCORPORATED
A.G. EDWARDS & SONS, INC.
DEAN WITTER REYNOLDS INC.
McDONALD & COMPANY SECURITIES, INC.
BY: MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
BY: /s/ MARTIN J. CICCO
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For themselves and as
Representatives of the
Underwriters named herein.
Name: Martin J. Cicco
Title: Managing Director
CONFIRMED AND ACCEPTED:
as of the date first above written
DUKE REALTY INVESTMENTS, INC.
BY: /s/ DARELL E. ZINK, JR.
----------------------------------
Name: Darell E. Zink, Jr.
Title: Executive Vice President
and Chief Financial Officer
3
<PAGE>
BOSE McKINNEY & EVANS
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
March 25, 1996
Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Re: Duke Realty Investments, Inc.
PROSPECTUS SUPPLEMENT DATED MARCH 25, 1996
Gentlemen:
We have acted as counsel to Duke Reality Investments, Inc. (the "Company")
with respect to the preparation of a Prospectus Supplement filed with the
Securities and Exchange Commission on March 11, 1996, and amended on March
14, 1996, as amended to the date hereof. In connection therewith, you have
requested our opinion with respect to the Company's continued qualification
as a real estate investment trust ("REIT") under the Internal Revenue Code of
1986, as amended (the "Code"). All capitalized terms used herein have their
respective meanings as set forth in the Shelf Registration Statement filed
with the Securities and Exchange Commission on August 10, 1994 and the
Prospectus Supplement unless otherwise stated. The Company is an Indiana
corporation which has qualified as a real estate investment trust ("REIT"),
within the meaning of Section 856(a) of the Code, for each of its taxable
years from and including the first taxable year for which it made an election
to be taxed as a REIT, and intends to continue to so qualify.
In rendering the opinion stated below, we have examined and relied, with
your consent, upon the following:
(i) The Initial Prospectus of the Company, dated September 27,
1993, the Shelf Registration Statement and the Prospectus Supplement, and all
amendments thereof to date;
(ii) The First Amended and Restated Agreement of Limited
Partnership of the Operating Partnership as amended by a First Amendment and
Second Amendment thereto;
<PAGE>
Duke Realty Investments, Inc.
March 25, 1996
Page 2
(iii) The Second Amended and Restated Agreement of Limited
Partnership of the Services Partnership;
(iv) Such other documents, records and instruments as we have
deemed necessary in order to enable us to render the opinion referred to in
this letter.
In our examination of the foregoing documents, we have assumed, with your
consent, that (i) all documents reviewed by us are original documents, or
true and accurate copies of original documents, and have not been
subsequently amended, (ii) the signatures on each original document are
genuine, (iii) each party who executed the document had proper authority and
capacity, (iv) all representations and statements set forth in such documents
are true and correct, (v) all obligations imposed by any such documents on
the parties thereto have been or will be performed or satisfied in accordance
with their terms and (vi) the Company, the Operating Partnership and the
Services Partnership at all times will be organized and operated in
accordance with the terms of such documents. We have further assumed the
accuracy of the statements and descriptions of the Company's, the Operating
Partnership's and the Services Partnership's intended activities as described
in the Initial Prospectus, the Shelf Registration Statement and the
Prospectus Supplement.
For purposes of rendering the opinion stated below, we have also assumed,
with your consent, the accuracy of the representations contained in the
Certificate of Representations dated March 25, 1996 provided to us by the
Company, the Operating Partnership and the Services Partnership. These
representations generally relate to the classification and operation of the
Company as a REIT and the organization and operation of the Operating
Partnership and the Services Partnership. Our opinion is further based upon
the Company's receipt of a letter ruling from the Internal Revenue Service
("IRS") dated September 30, 1994 which concluded that the Company's and the
Operating Partnership's distributive shares of the gross income of the
Services Partnership will be in proportion to their respective percentage
shares of the capital interests of the partners of the Services Partnership.
<PAGE>
Duke Realty Investments, Inc.
March 25, 1996
Page 3
Based upon and subject to the foregoing, we are of the opinion that
assuming the Company was organized in conformity with and has satisfied the
requirements for qualification and taxation as a REIT under the Code for each
of its taxable years from and including the first taxable year for which the
Company made the election to be taxed as a REIT, the proposed methods of
operation of the Company, the Operating Partnership and the Services
Partnership as described in the Shelf Registration and the Prospectus Supplement
and as represented by the Company, the Operating Partnership and the Services
Partnership will permit the Company to continue to qualify to be taxed as a
REIT for its current and subsequent taxable years.
The opinion set forth in this letter represents our conclusion as to the
application of federal income tax laws existing as of the date of this letter
to the transactions described herein. We can give no assurance that
legislative enactments, administrative changes or court decisions may not be
forthcoming that would modify or supersede our opinions. Moreover, there can
be no assurance that positions contrary to our opinions will not be taken by
the IRS, or that a court considering the issues would not hold contrary to
such opinions. Further, the opinion set forth above represents our conclusion
based upon the documents, facts and representations referred to above. Any
material amendments to such documents, changes in any significant facts or
inaccuracy of such representations could affect the opinions referred to
herein. Although we have made such inquiries and performed such
investigations as we have deemed necessary to fulfill our professional
responsibilities as counsel, we have not undertaken an independent
investigation of the facts referred to in this letter.
We express no opinion as to any federal income tax issue or other matter
except those set forth or confirmed above.
We consent to the filing of this opinion with Form 8-K, to the
incorporation by reference of this opinion as an exhibit into the Shelf
Registration Statement and any registration statement filed under Rule 462(b)
relating to the Shelf Registration Statement and to the reference to our firm
under the heading "Legal Matters" in the Prospectus Supplement.
Very truly yours,
Bose McKinney & Evans
