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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 1996
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REGISTRATION NO. 33-64567
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO.2
TO
FORM S-3
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 Identification No.)
incorporation or organization)
8888 KEYSTONE CROSSING
SUITE 1200
INDIANAPOLIS, INDIANA 46240
(317) 574-3531
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
THOMAS L. HEFNER
8888 KEYSTONE CROSSING
SUITE 1200
INDIANAPOLIS, INDIANA 46240
(317) 574-3531
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
ALAN W. BECKER, ESQ.
BOSE MCKINNEY & EVANS
135 NORTH PENNSYLVANIA STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 684-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / X /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
/ /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PROSPECTUS
[LOGO]
DUKE REALTY INVESTMENTS, INC.
DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
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COMMON STOCK $.01 PAR VALUE
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Duke Realty Investments, Inc. (the "Company") is offering its shareholders
and other investors the opportunity to purchase shares of its common stock, $.01
par value ("Common Stock") pursuant to the Company's Direct Stock Purchase and
Dividend Reinvestment Plan (the "Plan"). The Plan allows shareholders to
automatically reinvest all cash dividends that the Company may declare at a 4%
discount from current market prices and without brokerage commissions or other
expense. The Plan also provides a method for all investors to purchase shares
of Common Stock directly from the Company at current market prices without
brokerage commissions or other expense.
Participants in the Plan may:
- Automatically reinvest cash dividends on the shares of Common Stock (or
preferred stock, if outstanding) held in their name and on all shares of
Common Stock held for them in the Plan at a 4% discount from current market
prices.
- Make additional investments as often as once a month, at current market
prices, by sending a check or money order to the Plan administrator. These
optional investments must be for at least $100 and no more than $5,000 in
any one month.
- Make automatic monthly investments by authorizing electronic funds
transfers from participants' banking or checking accounts. Automated
funds transfers may be for as little as $25 per month, but in no case for
more than $5,000 per month.
- Deposit share certificates for safekeeping, withdraw any or all shares of
Common Stock from safekeeping or instruct the Plan agent to sell some or
all of the shares held in a Plan account on their behalf.
Persons who are not already shareholders may make an initial purchase of
stock directly from the Company, at current market prices, in any amount between
$250 and $5,000. Once a Plan account has been established, dividends will
automatically be reinvested at a 4% discount from current market prices and
optional monthly investments may be made within the guidelines described above.
Shareholders who have their shares registered in "street-name" may also
participate in the Plan to the extent that their bank, broker or other custodian
has procedures in place that will allow them to do so.
American Stock Transfer and Trust Company is the administrator of the Plan
and acts as agent for participants.
This Prospectus relates to 1,000,000 shares of Common Stock offered for
purchase under the Plan. It should be retained for future reference. The
Company's Common Stock is presently listed for trading on the New York Stock
Exchange under the symbol DRE. In order to maintain its qualification as a
real estate investment trust for federal income tax purposes, the Company's
Amended and Restated Articles of Incorporation impose limitations on the
number of shares of capital stock that may be owned by any single person or
affiliated group. See "The Plan -- Restrictions on Ownership of Shares."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (OR ANY STATE SECURITIES COMMISSION) NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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The date of this Prospectus is April 1, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the Public Reference Section
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and New York Regional Office, 7 World Trade Center, New
York, New York 10048. Such reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon their written or oral request, a copy of any or
all of the documents incorporated herein by reference (other than exhibits to
such documents). Written requests for such copies should be addressed to 8888
Keystone Crossing, Suite 1200, Indianapolis, Indiana 46240, Attn: Investor
Relations, telephone number (317) 574-3531.
The Company has filed with the Commission a registration statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933 as amended (the
"Securities Act"), with respect to the Common Stock offered hereby. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and exhibits thereto.
Statements contained in this Prospectus as to the contents of any contract or
other documents are not necessarily complete, and in each instance, reference is
made to the copy of such contract or documents filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company under the Exchange Act with
the Commission are incorporated in this Prospectus by reference and are made
a part hereof:
1. The Company's Annual Report on Form 10-K (file no. 1-9044), as amended
on Form 10-K/A, for the year ended December 31, 1995.
2. The Company's Current Reports on Form 8-K (file no. 1-9044) dated
January 12, 1996 and March 5, 1996, as amended on March 22, 1996 on
Form 8-K/A, and the Company's Current Report on Form 8-K filed
March 28, 1996.
3. The description of the Common Stock contained in the Company's registration
statement (file no. 1-9044) on Form 8-B dated May 4, 1992.
Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to termination
of the offering of all Common Stock to which this Prospectus relates shall be
deemed to be incorporated by reference in this Prospectus and shall be part
hereof from the date of filing of such document. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained in this Prospectus (in the case of a
statement in a previously-filed document incorporated or deemed to be
incorporated by reference herein) or in any other subsequently filed document
that is also incorporated or deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. Subject to the foregoing, all information
appearing in this Prospectus is qualified in its entirety by the information
appearing in the documents incorporated by reference.
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THE COMPANY
The Company is a self-administered and self-managed real estate investment
trust (a "REIT") that began operations through a predecessor in 1972. The
Company owns direct or indirect interests in a portfolio of industrial, office
and retail properties, substantially all of which are located in the Midwest,
together with land for future development. The Company through its subsidiaries
also provides leasing, property management, real estate development,
construction and other services for its own properties and for properties owned
by third parties. The Company has the largest commercial real estate operations
in Indianapolis and Cincinnati and is one of the largest real estate companies
in the Midwest.
The Company is an Indiana corporation that was originally incorporated in
the State of Delaware in 1985, and reincorporated in the State of Indiana in
1992. The Company's executive offices are located at 8888 Keystone Crossing,
Suite 1200, Indianapolis, Indiana 46240, and its telephone number is (317) 574-
3531.
USE OF PROCEEDS
The Company does not know the number of shares of Common Stock that will
ultimately be purchased pursuant to the Plan, or the prices at which such shares
will be purchased. The proceeds from purchases of Common Stock under the Plan
will be used to continue the Company's real estate acquisition, development and
investment activities and for general corporate purposes. Pending such uses,
net proceeds may be invested temporarily in short-term investments consistent
with the Company's investment policies and qualification as a REIT.
THE PLAN
PURPOSE AND FEATURES OF THE PLAN
The purpose of the Plan is to provide Company shareholders and other
investors with a convenient and economical way to purchase shares of Common
Stock, to systematically build their investment through automatic dividend
reinvestment and optional cash investments and to sell some or all of their
shares when they wish to do so, either through the Plan Administrator or though
a broker of their choice.
The Plan also provides a convenient and economical way for the Company to
obtain new equity capital each month to continue its investment opportunities.
The 4% discount from current market prices that Plan participants will receive
upon reinvestment of dividends allows investors to share the cost savings the
Company expects to realize from the sale of its shares pursuant to the Plan.
There is no limit on the amount of dividends which may be reinvested under
the Plan. The maximum amount of any optional cash purchases under the Plan
is $5,000 per month.
Disadvantages from participation in the Plan include the inability of
participants to know the price of shares purchased under the Plan until the
purchase is actually made, the possibility of delays in withdrawal from the
Plan or in execution of sales of shares held through the Plan, the inability
of participants to pledge shares held through the Plan, and additional
complexity in keeping records of share transactions for tax purposes.
The Plan is intended for the benefit of investors in the Company and
not for individuals or investors who engage in transactions which may cause
aberrations in the price or trading volume of Common Stock. From time to
time, financial intermediaries may engage in positioning transactions, such
as short sales of Common Stock, in order to benefit from the discount from
the market price of the shares of Common Stock acquired through the
reinvestment of dividends under the Plan. Such transactions may cause
fluctuations in the trading volume of the Common Stock. Although the Company
believes it is possible that such transactions may occur, the Company does
not currently expect such transactions to occur to a significant extent. The
Company reserves the right to modify, suspend or terminate participation in
the Plan by otherwise eligible persons in order to eliminate practices which
are not consistent with the purposes of the Plan.
ADMINISTRATION OF THE PLAN
American Stock Transfer and Trust Company (the "Administrator"), which also
serves as the Company's transfer agent, registrar and dividend disbursing agent,
will serve as agent for the Plan to receive funds, serve as custodian for shares
on deposit in the Plan, process sales, share withdrawals and transfers and
maintain all Plan records. Participants in the Plan will receive copies of all
material that the Company sends to shareholders, such as interim and annual
reports and proxies. In addition, participants will receive a statement from
the Administrator each time there is purchase activity in their respective
accounts.
All Enrollment and Initial Investment Forms, Enrollment Cards, cash
payments and other instructions and communications concerning the Plan should be
directed to the Administrator at the following address:
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Duke Realty Investment Plan
c/o American Stock Transfer and Trust Company
Attention: Dividend Reinvestment Department
40 Wall Street
New York, NY 10005
Telephone: 1-800-278-4353
HOW TO ENROLL
Any person or entity, whether or not a holder of record of shares of Common
Stock, is eligible to participate in the Plan, provided that such person or
entity fulfills the prerequisites for participation described below. In
addition, participation in the Plan by persons or entities who are citizens or
residents of a country other than the United States, its territories and
possessions must not violate local laws applicable to the Company or the
participant governing such matters as taxes, currency and exchange controls,
stock registration, foreign investments and related matters.
After being furnished with a copy of this Prospectus, eligible applicants
may join the Plan in the following manner:
- Existing shareholders of record can sign up for the automatic dividend
reinvestment feature of the Plan at any time by signing and returning
a completed Enrollment Card to the Administrator. The dividend
reinvestment feature will take effect immediately, as long as
enrollment cards are received before the dividend record date
(dividend record dates normally occur on approximately the fifteenth
day of February, May, August and November, as established by the
Company's board of directors). Existing shareholders of record can
also use the Enrollment Card to make optional cash investments in
Common Stock of any amount between $100 and $5,000. Checks and money
orders should be made payable to "Duke Realty Investment Plan" and
sent directly to the Administrator.
- The Enrollment and Initial Investment Form allows any investor to make
optional cash investments, including an initial investment in Common
Stock, for any amount between $250 and $5,000, by enclosing a check or
money order with the Form. Checks and money orders should be made
payable to "Duke Realty Investment Plan" and sent directly to the
Administrator. Each statement sent to Plan participants will include
a form to accompany subsequent cash investments they may wish to make
in any amount between $100 and $5,000 per unit.
- Participants may also enroll in the Automatic Cash Investment Program.
The enrollment form for this program must be accompanied by a voided
bank check or deposit slip for the account from which the participant
authorizes the Administrator to draw the funds. Once the form is
received and processed (which normally takes approximately two weeks)
funds will automatically be deducted from the designated account on
the third to last business day of each month and will be invested on
the last business day of each month. Automated funds transfers may
be for as little as $25 per month, but in no case for more than
$5,000 per month.
Beneficial owners of Common Stock whose shares are registered in names
other than their own (for instance, in the name of a broker, bank, nominee or
other record holder) must either arrange participation with the broker, bank,
nominee or other record holder or have their shares of Common Stock transferred
into their own names. The Company may permit participants in its employee
benefits plans to participate in the Plan on such terms and conditions as the
Company may from time to time establish for such purpose although the Common
Stock beneficially owned by such participants is not owned of record by them.
The Company reserves the right to refuse to permit a broker, bank, nominee or
other record holder to participate in the Plan if the terms of such
participation
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would in the Company's judgment result in excessive cost or burden to the
Company or endanger the Company's status as a REIT. The Company also reserves
the right to exclude from participation in the Plan persons who utilize the
Plan to engage in short-term trading activities which cause aberrations in the
composite trading volume or price of the Common Stock.
The Company may also permit holders of any series of preferred stock it may
issue to reinvest dividends from such preferred stock in shares of Common Stock
through the Plan on the same terms and conditions as applicable to reinvestment
of Common Stock dividends.
PURCHASE PROCEDURES, PRICES AND CUSTODY OF SHARES
All money received for investment through the Plan will be invested once
a month, on the last business day of the month (each, a "Purchase Date").
Initial and optional cash payments must be received at least two business
days prior to the regularly scheduled Purchase Date in order to be invested
with that month's investment. Any funds received after the deadline will be
invested with the next monthly investment. No interest will be paid on any
funds held by the Administrator between Purchase Dates. Accordingly,
participants are urged to time their investments so that they will be
received shortly before, but not after, the regular investment deadline dates
or to enroll in the Automatic Funds Transfer Option which assures the most
timely transfer of funds to the Administrator.
The price of shares acquired through the Plan as a result of the
reinvestment of dividends will be 96% of the greater of (i) the average of the
daily high and low prices reported by the New York Stock Exchange for the five
business days immediately preceding the Purchase Date or (ii) the average of
the high and low prices reported by the New York Stock Exchange for the
Purchase Date. The price of all other shares acquired through the Plan will
be 100% of the greater of (i) the average of the daily high and low prices
reported by the New York Stock Exchange for the five business days
immediately preceding the Purchase Date or (ii) the average of the high and
low prices reported by the New York Stock Exchange for the Purchase Date.
Cash payments will not be accepted by the Administrator if a participant
imposes any restrictions with respect to the number of shares to be
purchased, the price at which shares are to be purchased, the timing of a
purchase or what the participant's balance will be following a purchase. In
addition, the Administrator cannot purchase shares for a participant without
advance payment, nor can it refund any part of a participant's cash payment
unless a written request for a refund is received by the Administrator at
least two business days before the applicable Purchase Date. It is not
possible for the Administrator to tell a participant in advance how much
money to send for the purchase of a full or fractional share because the per
share price will not be known until the shares are purchased.
All dividends paid on shares held in a participant's Plan account will be
reinvested pursuant to the Plan. If any dividend or cash payment is not
sufficient to purchase a whole share of Common Stock, a fractional share
equivalent will be credited to a participant's account and will earn a
proportionate share of future dividends.
A participant in the Plan will also be permitted to instruct the
Administrator not to reinvest dividends on the shares in the participant's Plan
account but rather to forward such dividends to the participant by check. Any
instructions to stop reinvesting dividends or to resume reinvesting dividends
should be given in the form of a letter to the Administrator and will only be
effective for a particular Common Stock dividend if received by the
Administrator on or before the applicable dividend record date.
No interest will be paid on any funds held by the Administrator in a Plan
account.
A participant may also deposit shares currently held by the participant or
by other custodians to a Plan account. This relieves a Plan participant of the
expense and risk of loss, theft or destruction from holding share certificates,
or of having them in several locations, and can provide consolidated statements
of investment activities and holdings in the Company's Common Stock. A
participant wishing to deposit shares should send the applicable certificates,
unendorsed, to the Administrator by registered or certified mail, at the address
specified above, together with a cover letter instructing the Administrator to
hold the shares in safe keeping. There is no charge for this service.
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SALES OF SHARES THROUGH THE PLAN
Participants may instruct the Administrator to sell some or all of their
shares by notifying the Administrator in writing or by using the form included
with account statements.
The Administrator will sell shares through a registered broker dealer
within five business days after receipt of a proper written notice. Shares to
be sold may be commingled with those of other participants requesting sale of
their shares, and the proceeds to each participant will be based on the average
price for all shares sold during the day of sale. Participants should
understand that the price of the Common Stock may go down as well as up between
the date a request to sell is received and the date the sale is executed. The
Plan does not offer the ability for participants to specify either the dates or
the prices at which shares are to be sold through the Administrator.
If a request to sell shares is received on or after the record date for a
dividend, any cash dividend paid on such shares will be reinvested. The request
to sell shares will then be processed as soon as practicable after the dividend
is reinvested and the additional shares are credited to the participant's
account.
There is no charge for selling shares through the Administrator except for
the participant's pro rata share of brokerage commissions. These charges are
normally lower than the cost of executing sales through a brokerage account.
WITHDRAWALS AND TRANSFERS OF SHARES FROM THE PLAN
Participants may instruct the Administrator in writing to issue stock
certificates for some or all of the shares they have in the Plan, either by
letter or by using the form provided with account statements. Participants may
also instruct the Administrator in the same manner to transfer shares to one or
more persons. All transfers must be for one full share or more and will be
subject to the same legal requirements as the transfer of stock certificates,
including a requirement for signature guarantees. There is no charge for these
services.
Participants who wish to stop reinvesting their dividends through the Plan
but leave their shares in the custody of the Administrator for convenience, or
to avoid the risk of loss, theft or destruction of their certificates, may stop
reinvesting dividends without withdrawing from the Plan by sending a letter
instructing the Administrator to stop reinvesting dividends. See "Purchase
Procedures, Prices and Custody of Shares" above.
If a request to withdraw or transfer shares is received on or after the
record date for a dividend, any cash dividend paid on such shares will be
reinvested. The request to withdraw or transfer shares will then be processed
as soon as practicable after the dividend is reinvested and the additional
shares are credited to the participant's account.
VOTING OF SHARES
Plan participants will receive proxy materials covering the shares in the
Plan and any shares they may hold in certificate form. Shares will be voted only
as participants or their duly authorized representatives instruct.
STOCK DIVIDENDS, SPLITS AND SUBSCRIPTION RIGHTS
Any stock dividend or stock split that may be declared by the Company will
be automatically credited to a participant's Plan account. In the event that
the Company makes subscription rights to purchase additional shares of Common
Stock or other securities available to the holders of its Common Stock, the
Administrator will sell the rights accruing to all shares held by the
Administrator for Plan participants and will apply the net proceeds of such sale
to the purchase of Common Stock prior to or with the next monthly Common Stock
investment. The Company will, however, inform participants in advance of any
subscription offer so that a participant who does not want the Administrator to
sell such rights and invest the proceeds can transfer all shares held under the
Plan to the participant's
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own name by a given date. This will permit the participant to personally
exercise, transfer or sell the rights on such shares. Any such request must be
received by the Administrator at least three business days before the record
date for distribution of the rights.
FULL OR PARTIAL WITHDRAWAL FROM THE PLAN
A participant may terminate reinvestment of dividends through the Plan by
writing to the Administrator. A participant may request (1) that the
Administrator send all dividends to the participant by check and continue to
hold the participant's shares in the Plan account, (2) that the Administrator
discontinue any automatic withdrawals of funds and purchase of shares, (3) that
a certificate be issued for all full shares of Common Stock held for such
participant's account and a check be issued for the proceeds from the sale of
any fractional share equivalent, or (4) that all full shares and any fractional
share equivalent held for such participant's account be sold and a check issued
for the net proceeds, less any applicable transfer tax. If such a request is
received on or after the record date for a dividend, any cash dividend paid on
that account will be reinvested for the account. The request will then be
processed as soon as practicable after the dividend is reinvested and the
additional shares are credited to the participant's account. There will be no
cost to a participant with respect to termination of a participant's
reinvestment of dividends through the Plan other than the brokerage costs
described above under "--Sales of Shares Through the Plan" with respect to any
shares sold.
If a participant in the Plan does not own at least one whole share
registered in the participant's name or held through the Plan, the participant's
participation in the Plan may be terminated. The Company may also terminate the
Plan or any participant's participation in the Plan after written notice in
advance mailed to such participant at the address appearing on the
Administrator's records. Participants whose participation in the Plan has been
terminated will receive certificates for whole shares held in their accounts and
a check for the cash value of any fractional share held in any Plan account so
terminated.
RESPONSIBILITIES OF THE COMPANY AND THE ADMINISTRATOR UNDER THE PLAN
Neither the Company nor the Administrator will be liable for any good faith
act or for any good faith failure to act, including any claim or liability
arising from failure to terminate a participant's account upon such
participant's death, for the prices at which shares are purchased for a
participant's account or for fluctuations in the market value of the Common
Stock. Neither the Administrator, the Company nor any agent for either shall
have any duties, responsibilities or liabilities except such as are expressly
set forth in the Plan. Since the Company has delegated responsibility for
administering the Plan to the Administrator, the Company specifically disclaims
any responsibility for any of the Administrator's actions or inactions in
connection with the administration of the Plan. Neither the directors, officers
or shareholders of the Company shall have any personal liability under the
Plan. Any such limited liability provisions do not extend to violations of
the federal securities laws.
The Company's obligation to offer, issue or sell shares of Common Stock
under the Plan is subject to the Company's obtaining any necessary approval,
authorization and consent from any regulatory authorities having jurisdiction
over the issuance and sale of the shares. The Company may elect not to offer or
sell shares of Common Stock under the Plan to persons residing in any
jurisdiction where, in the sole discretion of the Company, the burden or expense
of compliance with applicable blue sky or securities laws make that offer or
sale impracticable or inadvisable.
The Company reserves the right to modify, suspend or terminate the Plan
at any time. The Company estabilished the discount from current market value
for dividend reinvestments after a review of market conditions, the desired
level of participation in the Plan, requirements of the federal tax laws in
connection with the Company's continued status as a REIT, the terms of
similar plans maintained by other companies in the REIT industry, and the
Company's current and projected capital needs. The Company may increase
or decrease the discount from current market value for dividend reinvestments
or establish such a discount for optional cash purchases, without any
requirement of shareholder or participant approval, based on the same
factors. Participants in the Plan will be notified of any suspension,
termination or significant modification of the Plan. The Administrator may
terminate the participation of any account by written notice to the
participant and to the Company. The Company reserves the right to terminate
any person's participation in the Plan at any time and to establish
additional requirements with respect to participation in the Plan by brokers,
banks and others acting in a representative capacity on behalf of owners or
prospective owners of Common Stock. The Company reserves the right to
interpret and regulate the Plan at its discretion.
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The risk to participants is the same as with any other investment in Common
Stock of the Company. Participants must recognize that neither the Company nor
the Administrator can in any way assure a profit or protect against a loss to a
participant on shares purchased under the Plan.
The Company takes no position on whether current shareholders or other
investors should participate in the Plan.
RESTRICTIONS ON OWNERSHIP OF SHARES
For the Company to qualify as a REIT for federal income tax purposes, no
more than 50% in value of its outstanding capital shares may be owned,
directly or indirectly, by five or fewer individuals (as defined in the law
to include certain entities) during the last half of a taxable year or during
a proportionate part of a shorter taxable year, and the Common Stock must
also be beneficially owned by 100 or more persons during at least 335 days of
a taxable year or during a proportionate part of a shorter taxable year.
Because the Company expects to continue to qualify as a REIT, the Amended and
Restated Articles of Incorporation of the Company contain a restriction
intended to ensure compliance with these requirements which authorizes, but
does not require, the board of directors to refuse to give effect to a
transfer of Common Stock which, in its opinion, might jeopardize the status
of the Company as a REIT. This provision also renders null and void any
purported acquisition of shares which would result in the disqualification of
the Company as a REIT. The provision also gives the board of directors the
authority to take such actions as it deems advisable to enforce the
provision. Such actions might include, but are not limited to, refusing to
give effect to, or seeking to enjoin, a transfer which might jeopardize the
Company's status as a REIT. The provision also requires any shareholder to
provide the Company such information regarding his direct and indirect
ownership of Common Stock as the Company may reasonably require.
TAX CONSEQUENCES
Under Internal Revenue Service rulings in connection with similar plans,
dividends reinvested will be treated as taxable notwithstanding that the
dividends are reinvested in stock. A participant will be treated for federal
income tax purposes as having received on each dividend payment date a
distribution equal to the fair market value of the shares of Common Stock
purchased plus any cash actually distributed.
Distributions of REITs are treated as dividends to the extent a REIT has
earnings and profits for federal income tax purposes. To the extent that the
amount distributed by a REIT exceeds the current and accumulated earnings and
profits of the REIT, the distribution will first be treated as a return of
capital to the shareholder to the extent of basis, with any excess taxable as
gain realized from the sale of shares.
The holding period for shares credited to a participant's Plan account
pursuant to the dividend reinvestment aspect of the Plan will begin on the day
following the date on which the shares were purchased for the participant's
account. The holding period for shares purchased by optional cash payments will
begin on the day following the date of purchase. In the case of shareholders
whose dividends are subject to United States federal income tax withholding or
backup withholding, the Administrator will reinvest dividends less the amount of
tax required to be withheld.
The sales of shares through the Plan will be reported to the Internal
Revenue Service and to participants on Form 1099B.
Participants in the Plan are urged to consult with their own tax advisors
with respect to federal, state, local and other tax laws applicable to their
specific situations. In addition, the tax consequences of participation in the
Plan by retirement plans differ from those outlined herein for individuals.
Since the laws and regulations regarding the federal income tax consequences of
retirement plan participation are complex and subject to change, a retirement
plan considering such participation should consult with its own retirement plan
trustees, custodians or tax advisors for specific information.
-8-
<PAGE>
UNDERWRITERS
From time to time, financial intermediaries, including brokers and
dealers, may engage in positioning transactions in order to benefit from the
discount from the market price of the shares of Common Stock acquired through
the reinvestment of dividends under the Plan. Such transactions may cause
fluctuations in the trading volume of the Common Stock. Persons who acquire
shares of Common Stock through the Plan and resell them shortly before or
after acquiring them (including coverage of short positions), under certain
circumstances, may be participating in a distribution of securities that
would require compliance with Rule 10b-6 under the Securities Exchange Act of
1934, as amended, and may be considered to be underwriters within the meaning
of the Securities Act of 1933, as amended. The difference between the price
such persons pay to the Company for shares of Common Stock acquired under the
Plan and the price at which such shares are resold may be deemed to
constitute underwriting commissions received by such persons in connection
with such transactions. The Plan is intended for the benefit of investors in
the Company and not for individuals or investors who engage in transactions
which may cause aberrations in the price or trading volume of the Common
Stock. The Company has no arrangements or understandings, formal or
informal, with any person relating to the distribution of shares of Common
Stock to be received pursuant to the Plan. The Company will not extend to
any financial intermediary participating in the Plan any rights or privileges
other than those to which such person would be entitled as a participant or
prospective participant in the Plan, nor will the Company enter into any
agreement with any such person regarding such person's purchase of shares or
any resale or distribution thereof.
LEGAL OPINIONS
The legality of the securities offered hereby is being passed upon for the
Company by Bose McKinney & Evans, Indianapolis, Indiana. John W. Wynne and
Darell E. Zink, Jr., officers and directors of the Company, were partners in
Bose McKinney & Evans through 1987 and 1982, respectively, and were of counsel
to that firm until December, 1990. The spouse of Dayle M. Eby, an officer of
the Company, is a partner in Bose McKinney & Evans.
EXPERTS
The Consolidated Financial Statements and Financial Statement Schedule
of the Company as of December 31, 1995, and 1994, and for each of the years
in the three-year period ended December 31, 1995, incorporated herein by
reference have been incorporated herein in reliance on the reports of KPMG
Peat Marwick LLP, independent auditors, also incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
-9-
<PAGE>
NO DEALER, SALESMAN OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCE, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
---------
TABLE OF CONTENTS
PAGE
Available Information. . . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . 3
Use of Proceeds. . . . . . . . . . . . . . . 3
The Plan . . . . . . . . . . . . . . . . . . 3
Purpose and Advantages of the Plan . . . . 3
Administration of the Plan . . . . . . . . 3
How to Enroll. . . . . . . . . . . . . . . 4
Purchase Procedures, Prices
and Custody of Shares. . . . . . . . . . 5
Sales of Shares Through the Plan . . . . . 5
Withdrawals and Transfers of
Shares from the Plan . . . . . . . . . . 6
Voting of Shares . . . . . . . . . . . . . 6
Stock Dividends, Splits and
Subscription Rights. . . . . . . . . . . 6
Full or Partial Withdrawal
from the Plan. . . . . . . . . . . . . . 7
Responsibilities of the Company
and the Administrator Under the Plan . . 7
Restrictions on Ownership of Shares. . . . 8
Tax Consequences . . . . . . . . . . . . . . 8
Underwriting . . . . . . . . . . . . . . . . 9
Legal Opinions . . . . . . . . . . . . . . . 9
Experts. . . . . . . . . . . . . . . . . . . 9
DUKE REALTY INVESTMENTS, INC
DIRECT STOCK PURCHASE
and
DIVIDEND REINVESTMENT PLAN
PROSPECTUS
1,000,000 SHARES
COMMON STOCK
[LOGO]
BUILDING
AND INVESTING
TOGETHER
April 1, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration Fee. . . . . . . . . . . . . . . $10,066
NYSE Listing Fee. . . . . . . . . . . . . . . 3,500
Printing and Engraving Expenses . . . . . . . 9,000
Legal Fees and Expenses . . . . . . . . . . . 10,000
Accounting Fees and Expenses. . . . . . . . . 2,000
Blue Sky Fees and Expenses. . . . . . . . . . 2,000
Miscellaneous . . . . . . . . . . . . . . . 2,434
-------
Total . . . . . . . . . . . . . . . . . . . . $39,000
------------
------------
ITEM 15. 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 the Operating
Partnership and Duke Realty Services Limited 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
II-1
<PAGE>
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.
Each of the partnership agreements for the Operating Partnership and Duke
Realty Services Limited 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 Duke Realty Services Limited
Partnership and its partners, respectively, to substantially the same extent
limited under the Company's Articles of Incorporation.
ITEM 16. EXHIBITS.
The following exhibits are filed with this Registration Statement:
3.1 Amended and Restated Articles of Incorporation of Duke Realty
Investments, Inc., incorporated by reference from Exhibit 3.1 to
the Registration Statement on Form S-3 of Duke Realty
Investments, Inc., as amended, File No. 33-61361 (the "Prior 1995
Registration Statement").
3.2 Amended and Restated Bylaws of Duke Realty Investments, Inc.,
incorporated by reference from Exhibit 3.2 to the Prior 1995
Registration Statement.
4 Direct Stock Purchase and Dividend Reinvestment Plan.
5 Opinion and consent of Bose McKinney & Evans regarding legality
of the securities being registered.*
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Bose McKinney & Evans (included in Exhibit 5).
24 Powers of Attorney.*
- --------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that 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 provisions described in Item 15 above, 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,
II-2
<PAGE>
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.
The undersigned Registrant hereby further 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 (1)(i) and (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
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.
The undersigned Registrant further 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.
II-3
<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-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Indianapolis, State of Indiana, on March 28, 1996.
Duke Realty Investments, Inc.
By: /s/ Dennis D. Oklak
-------------------------------------
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below on March 28, 1996 by the following persons
in the capacities indicated.
Signature Title
--------- -----
John W. Wynne* Director and Chairman of the
- -------------------------- Board
John W. Wynne
Thomas L. Hefner* Director and President and
- -------------------------- Chief Executive Officer
Thomas L. Hefner (Principal Executive Officer)
Daniel C. Staton* Director and Executive Vice
- -------------------------- President and Chief Operating
Daniel C. Staton Officer
(Principal Operating Officer)
Darell E. Zink, Jr.* Director and Executive Vice
- -------------------------- President, Chief Financial
Darell E. Zink, Jr. Officer and Assistant Secretary
(Principal Accounting Officer)
Geoffrey Button* Director
- --------------------------
Geoffrey Button
II-4
<PAGE>
Ngaire E. Cuneo* Director
- --------------------------
Ngaire E. Cuneo
Howard L. Feinsand* Director
- --------------------------
Howard L. Feinsand
John D. Peterson* Director
- --------------------------
John D. Peterson
James E. Rogers* Director
- --------------------------
James E. Rogers
Lee Stanfield* Director
- --------------------------
Lee Stanfield
Jay J. Strauss* Director
- --------------------------
Jay J. Strauss
* By: /s/ Dennis D. Oklak
- --------------------------
Dennis D. Oklak
Attorney-in-Fact
<PAGE>
Exhibit 4
DUKE REALTY INVESTMENTS, INC.
DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
1. PURCHASE OF SHARES. Duke Realty Investments, Inc. (the
"Corporation") will promptly pay over to the administrator (the
"Administrator") of the Direct Stock Purchase and Dividend Reinvestment Plan
of Duke Realty Investments, Inc. (the "Plan") each cash dividend (a
"Dividend") payable on shares of common stock of the Corporation ("Common
Stock") held of record by, and on any full and/or fractional shares of Common
Stock held by the Administrator as agent under the Plan for, each participant
in the Plan (a "Participant"). The Administrator shall apply all Dividends
and all "Cash Payments," as defined and described in paragraph 7 below, to
the purchase of Common Stock which the Administrator shall hold as agent for
the Participant. Such purchases shall be made directly from the Corporation.
The price per share of the Common Stock for purchases made with Dividend
payments shall be 96% of the greater of (i) the average of the daily high and
low prices reported by the New York Stock Exchange for the five business days
immediately preceding the Purchase Date (as defined in Paragraph 2) or (ii)
the average of the high and low prices reported by the New York Stock
Exchange for the Purchase Date. The price per share of the Common Stock for
purchases made with Cash Payments shall be 100% of the greater of (i) the
average of the daily high and low prices reported by the New York Stock
Exchange for the five business days immediately preceding the Purchase Date
or (ii) the average of the high and low prices reported by the New York Stock
Exchange for the Purchase Date.
2. PURCHASE PROCEDURES. The Administrator shall purchase Common Stock
on behalf of the Plan once a month, on the last business day of the month
(each, a "Purchase Date"), with the proceeds of all Dividend payments
received by the Administrator prior to such Purchase Date and Cash Payments
received by the Administrator at least two business days prior to such
Purchase Date, except to the extent that applicable law may require the
curtailment or suspension of or otherwise limit purchases of Common Stock.
Upon completion of the purchase by the Administrator of Common Stock with any
payment received by it representing Dividends and/or Cash Payments, the
Administrator shall calculate the number of shares of Common Stock purchased
and the aggregate purchase prices for purchases from Dividends and for
purchases from Cash Payments. The Administrator as agent under the Plan
shall retain the certificates for all shares so purchased by it unless a
request pursuant to Paragraph 9 is received from the Participant or unless
the rights granted under Paragraph 9 are exercised.
3. DEPOSIT OF CERTIFICATES. At the time of enrollment in the Plan, or
at any later time, Participants may deposit any Common Stock certificates in
their possession with the Administrator. Shares deposited shall be
transferred into the name of the Administrator or its nominee and credited to
the account designated by the Participant under the Plan. Thereafter, such
shares shall be treated in the same manner as shares purchased through the
Plan. Participants may elect to receive Dividends paid by check on all
shares on deposit with the Administrator by providing written notice to the
Administrator. Unless the Participant has otherwise notified the
Administrator in writing, Dividends paid on all shares held in a
Participant's Account shall be reinvested in additional shares of Common
Stock. If the Participant has previously given written notice to the
Administrator, Dividends paid on all shares held in a Participant's Account
shall not be reinvested but rather shall be forwarded to the Participant in
the form of a check mailed to the Participant. To be effective with respect
to a particular Common Stock Dividend, a written order to stop reinvesting
Dividends or resume reinvesting Dividends in an Account must be received by
the Administrator on or before the applicable Dividend record date.
4. PARTICIPANT ACCOUNTS. The Administrator shall maintain an account
(the "Account") for each Participant. On each Dividend payment date each
Account shall be credited with the Participant's Dividend with respect to
shares held in such Account and, upon receipt of a Cash Payment from a
Participant, such Participant's Account shall be credited with such Cash
Payment. Upon purchase of any shares of Common Stock by the Administrator on
behalf of the Plan, the Account of each Participant shall be reduced by such
Participant's proportionate shares of the aggregate Dividend and Cash Payment
purchase prices paid for such shares of Common
<PAGE>
Stock, as the case may be, and such Account shall be credited with such
Participant's proportionate part of the total number of such shares of Common
Stock purchased by the Administrator.
5. ACCOUNT STATEMENTS. As soon as practicable after each purchase of
Common Stock, each Participant for whose Account Common Stock was purchased
shall receive a detailed statement (a "Statement") showing with respect to
the Participant (a) for the period since the date of the most recent
Statement, the Dividend paid on the Common Stock held of record by, and the
Common Stock held by the Administrator under the Plan as agent for, the
Participant, any Cash Payments received from the Participant in the preceding
month pursuant to the provisions of Paragraph 6 or Paragraph 7 below, the net
amount applied by the Administrator to the purchase of additional shares of
Common Stock for the Participant, the number of shares so purchased, the
number of shares of Common Stock, if any, withdrawn from the Account of the
Participant pursuant to Paragraph 8 below, and the number of shares of and
net proceeds from Common Stock sold from the Account of the Participant
pursuant to Paragraph 12 below, and (b) as of the date of the Statement, the
total number of shares of Common Stock held by the Administrator under the
Plan as agent for the Participant.
6. CASH PAYMENTS. Any Participant may, at his or her option, at any
time and from time to time, send to the address indicated in Paragraph 16 a
check or money order payable to the order of "Duke Investment Plan," in any
amount not less than $100 but not in an amount or in amounts aggregating more
than $5,000 in any one calendar month, accompanied by written instructions
directing that the payment be applied to the purchase of additional shares of
Common Stock for the Participant under the Plan. Any such Cash Payment by a
Participant, as well as any Initial Cash Payment described in Paragraph 7, is
referred to herein as a "Cash Payment." The Administrator shall credit a
Cash Payment to the Account of the Participant as described in Paragraph 4
above. The Administrator shall apply all such Cash Payments, whether
received in conjunction with Dividends or separately, to the purchase of
additional shares of Common Stock as described in Paragraphs 1 and 2 above.
Participants may obtain a refund of any Cash Payment not yet invested
provided the request for such refund is received in writing at the address
indicated in Paragraph 16 at least two business days prior to the time the
payment would otherwise be applied to the purchase of additional shares. All
Cash Payments must be in United States funds and drawn on a United States
bank. A Participant may authorize the Administrator (using such forms as
shall be acceptable to the Administrator) to deduct a specified amount each
month as a Cash Payment from an account maintained by such Participant at a
bank or other financial institution, and any such automatic transfer of funds
shall be treated in the same manner as other Cash Payments except that the
minimum amount of such Cash Payment is $25 instead of $100.
7. INITIAL DIRECT STOCK PURCHASE. Any person or entity who is not a
holder of record of shares of Common Stock may join the Plan by completing
and signing an authorization form and returning it to the Administrator
together with a check or money order (an "Initial Cash Payment") payable to
"Duke Investment Plan" in any amount not less than $250, but not more than
$5,000. Upon acceptance of such Initial Cash Payment, such person or entity
will become a Participant under the Plan.
8. CERTIFICATES FOR SHARES. A Participant may at any time, without
terminating his or her participation in the Plan, obtain a certificate or
certificates for any or all the full shares credited to his or her Account or
Holding Account by making written request to the address indicated in
Paragraph 16 for the withdrawal of such shares.
9. WITHDRAWAL FROM THE PLAN. A Participant may terminate
participation in the Plan at any time by written notice thereof received at
the address indicated in Paragraph 16, and participation shall be terminated
by written notice similarly received of the death or adjudicated incompetency
of a Participant unless the estate of the deceased or incompetent Participant
elects in writing to continue participation in the Plan. Upon termination,
the Participant shall receive a certificate for the full shares credited to
the Account and any Holding Account of such Participant, unless such
Participant shall have requested sale of such full shares in the notice of
termination. If a sale of shares is so requested, such sale shall be made by
the Administrator, at no cost to the Participant other than the Participant's
pro rata share of applicable brokerage commissions, within five business days
following receipt of instructions so to do as provided in Paragraph 12 below,
and a check for the net proceeds of sale shall be mailed to such Participant.
Shares to be sold may be commingled with those of other Participants
requesting sale of their
- 2 -
<PAGE>
shares and the proceeds to each Participant will be based on the average
price for all shares sold during the applicable day. Upon termination, the
Participant shall also receive a check in an amount equal to the current
value of any fractional share (determined in the manner provided in this
paragraph with respect to the sale of full shares) plus any Dividends held in
such Participant's Account if Dividends are not being reinvested.
10. MODIFICATIONS. The Corporation reserves the right to suspend, to
modify (subject to any requisite authorization or approval by regulatory
agencies having jurisdiction) or to terminate the Plan or any Participant's
participation in the Plan at any time by written notice mailed to all
Participants or such Participant, as the case may be, at his or her address
as it appears on the Administrator's records. The Administrator may also
terminate any Participant's participation in the Plan by written notice to
the Participant and to the Corporation. The provisions of Paragraph 9 above
shall apply to terminations by the Corporation or the Administrator. The
Corporation also reserves the right to adopt, and from time to time to
change, such administrative rules and regulations (not inconsistent in
substance with the basic provisions of the Plan then in effect) as it deems
desirable or appropriate for the administration of the Plan. The Company
reserves the right to terminate any person's participation in the Plan at any
time and to establish additional requirements with respect to participation
in the Plan by brokers, banks and others acting in a respresentative capacity
on behalf of owners or prospective owners of Common Stock.
11. STOCK SPLITS, DIVIDENDS AND RIGHTS. Additional shares of Common
Stock resulting from stock dividends or stock splits in respect of shares
held by the Administrator under the Plan shall be credited proportionately to
the Account of each Participant. In the event that the Corporation makes
available to its stockholders rights to purchase additional shares or other
securities, the Administrator shall sell all rights received by it for
Participants and invest the resultant funds in Common Stock prior to or with
the next regular Dividend. If a Participant wishes to exercise any such
rights, a request must be made pursuant to Paragraph 8, at least three
business days before the record date for distribution of such rights, that
certificates for shares in the Participant's Account be issued to the
Participant so that such rights will be received directly.
12. SALE OF SHARES. Pursuant to written instructions from a
Participant in form acceptable to the Administrator, the Administrator shall
sell, as agent for the Participant, shares of Common Stock held in the
Account of a Participant and pay over to the Participant the proceeds of
sale less the Participant's pro rata share of applicable brokerage
commissions. Any such sale may be made in the manner described in Paragraph
9. A Participant is required to maintain a balance of one full share or more
in the Participant's Account or such Participant's Account may be terminated.
Participants whose participation in the Plan has been terminated shall
receive certificates for whole shares held in their Accounts and a check for
the cash value of any fractional share held in their Accounts plus Dividends
in their Accounts if Dividends are not being reinvested.
13. VOTING. Each Participant will receive proxy materials including a
proxy card covering all shares of Common Stock held in such Participant's
Account as well as any other shares held of record by such Participant, and
such shares shall be voted as and to the extent specified. If a Participant
does not return such proxy to the Corporation, such shares shall not be voted.
14. LIMITATION OF LIABILITY. Neither Corporation, the Administrator
nor their respective directors, officers, or employees shall be liable for
any act done in good faith or any omission to act. Without limiting the
generality of the foregoing, none of them shall be liable in respect of any
claims (a) for continuation of a Participant's participation in the Plan
until receipt of written notice of such Participant's termination, death, or
adjudicated incompetency, (b) for any fluctuation in the market value of the
Common Stock before, at, or after purchases or sales pursuant to the Plan, or
(c) with respect to the prices and time at, and terms on, which shares of
Common Stock are purchased or shares of Common Stock are sold for a
Participant. Any of the foregoing limited liability provisions do not extend
to violations of the federal securities laws.
15. TRANSFER RESTRICTION. The Participant may not sell, pledge,
hypothecate or otherwise assign or transfer such Participant's Account , any
interest therein, or any cash or Common Stock credited to such Participant's
Account. No attempt to effect any such sale, pledge, hypothecation, or other
assignment or transfer shall be effective.
16. ADMINISTRATOR. The initial Administrator for the Plan is American
Stock Transfer and Trust Company. The Corporation may change the
Administrator at any time, or may administer the Plan internally (in
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which case all references to the Administrator shall be deemed to refer to
the Corporation). All notices, requests, other communications or Cash
Payments from Participants or other persons relating to the Plan shall be
addressed as follows:
Duke Realty Investment Plan
c/o American Stock Transfer and Trust Company
Attention: Dividend Reinvestment Department
40 Wall Street
New York, New York 10005
Telephone: 1-800-278-4353
17. APPLICABLE LAW. The terms, conditions, and operations of the Plan
shall be governed by and construed in accordance with the laws of the State
of Indiana.
18. PARTICIPATION BY BENEFICIAL OWNERS. The Administrator shall make
such arrangements as are necessary and customary to permit participation in
the Plan by beneficial owners of Common Stock whose shares are registered in
names other than their own through brokers, banks, nominees or other record
holders; provided, however, that the Company reserves the right to refuse to
permit such a broker, bank, nominee or other record holder to participate in
the Plan if the terms of such participation would in the Company's judgment
result in excessive cost or burden to the Company or endanger the Company's
status as a real estate investment trust. At the Company's request, the
Administrator shall arrange to permit participants in the Company's employee
benefit plans to participate in the Plan on such terms and conditions as the
Company may from time to time establish for such purpose notwithstanding that
the Common Stock beneficially owned by such participants in such plans is not
owned of record by them. The Company reserves the right to exclude from
participation in the Plan or modify, suspend or terminate participation in
the Plan by otherwise eligible persons in order to eliminate practices which
are not consistent with the purposes of the Plan, including but not limited
to utilization of the Plan to engage in short-term trading activities which
cause aberrations in the composite trading volume or price of the Common
Stock.
19. PREFERRED STOCK. Upon written notice from the Corporation, the
Administrator shall cause Dividends from any series of the Corporation's
preferred stock then outstanding to be reinvested in Common Stock, subject to
the same rules and procedures applicable to the reinvestment of Dividends
from Common Stock.
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Exhibit 23.1
[KPMG PEAT MARWICK LLP LETTERHEAD]
The Board of Directors
Duke Realty Investments, Inc.:
We consent to incorportion by reference in the registration statement (No.
33-64567) on Form S-3 of Duke Realty Investments, Inc. of our report dated
January 31, 1996, relating to the consolidted balance sheets of Duke Realty
Investments, Inc. and Subsidiaries as of December 31, 1995 and 1994, 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, 1995,
and the related schedule, which report appears in the December 31, 1995 annual
report on Form 10-K/A of Duke Realty Investments, Inc. We also consent to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Indianapolis, Indiana
March 25, 1996
