<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1996
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REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
incorporation or organization) Identification No.)
8888 Keystone Crossing
Suite 1200
Indianapolis, Indiana 46240
(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
(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
(317-684-500)
Approximate date of commencement of proposed sale to public: As soon as
practicable 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. / /
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. / X / 33-54997
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Each Class Aggregate Amount of
of Securities to be Offering Registration
Registered Price (1) Fee
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<S> <C> <C>
Common Stock,
$.01 par value . . . $18,775,000 $6,474.14
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(1) Estimated solely for the purpose of calculating the registration fee.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Duke Realty
Investments, Inc. with the Securities and Exchange Commission, File No.
33-54997, pursuant to the Securities Act of 1933, as amended, is incorporated
by reference into this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Indianapolis, State of Indiana, on March 25,
1996.
Duke Realty Investments, Inc.
By: /s/ Dennis D. Oklak
--------------------------
Dennis D. Oklak
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on March 25, 1996 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
John W. Wynne* Director and Chairman of the Board
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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 Officer
Daniel C. Staton (Principal Operating OFficer)
Darell E. Zink, Jr.* Director and Executive Vice President,
- ---------------------- Chief Financial Officer and Assistant
Darell E. Zink, Jr. Secretary (Principal Accounting Officer)
Geoffrey Button* Director
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Geoffrey Button
Ngaire E. Cuneo* Director
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Ngaire E. Cuneo
Howard L. Feinsand* Director
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Howard L. Feinsand
John D. Peterson* Director
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John D. Peterson
James E. Rogers* Director
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James E. Rogers
Lee Stanfield* Director
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Lee Stanfield
Jay J. Strauss* Director
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Jay J. Strauss
* By: /s/ Dennis D. Oklak
----------------------
Dennis D. Oklak
Attorney-in-Fact
</TABLE>
<PAGE>
Exhibit 5
BOSE McKINNEY & EVANS
2700 First Indiana Plaza
136 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
March 25, 1996
Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Dear Sirs:
We are acting as counsel to Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), in connection with the registration under
Rule 462(b) by the Company of additional shares of the Company's Common
Stock, par value $.01 per share (the "Common Stock"). The Common Stock is the
subject of a Registration Statement, as amended (the "Registration
Statement") filed by the Company on Form S-3 under the Securities Act of
1933, as amended.
We have examined photostatic copies of the Company's Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws and such other
documents and instruments as we have deemed necessary to enable us to render
the opinion set forth below. We have assumed the conformity to the originals
of all documents submitted to us as photostatic copies, the authenticity of
the originals of such documents, and the genuineness of all signatures
appearing thereon.
Based upon and subject to the foregoing, it is our opinion that the Common
Stock has been duly authorized by all necessary corporate action of the
Company and when (a) the applicable provisions of the Securities Act of 1933
and such state "blue sky" or securities laws as may be applicable have been
complied with and (b) any shares of Common Stock to be issued by the Company
have been issued and delivered as described in the Registration Statement,
such shares of Common Stock will be legally issued, fully paid, and
nonassessable.
<PAGE>
Duke Realty Investments, Inc.
March 25, 1996
Page 2
We do not hold ourselves out as being conversant with the laws of any
jurisdiction other than those of the United States and the State of Indiana
and, therefore, this opinion is limited to the laws of those jurisdictions.
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-3 filed under the Securities Act of 1933 relating to the
Common Stock.
Very truly yours,
BOSE McKINNEY & EVANS
<PAGE>
Exhibit 23.1
[LETTERHEAD]
The Board of Directors
Duke Realty Investments, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-3 of Duke Realty Investments, Inc. of our report dated January 31,
1996, relating to the consolidated 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
