<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 6, 1996)
1,500,000 SHARES
[LOGO]
DUKE REALTY INVESTMENTS, INC.
COMMON STOCK
--------------
Duke Realty Investments, Inc. (the "Company") is a self-administered and
self-managed real estate investment trust that began operations through a
related entity in 1972. As of September 30, 1996, the Company owned a
diversified portfolio of 233 in-service industrial, office and retail
properties, encompassing approximately 26.0 million square feet located in eight
states, and 15 buildings and two building expansions encompassing approximately
3.0 million square feet under development. The Company also owns approximately
1,220 acres of land for future development. 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 expects to
continue to pay regular quarterly dividends to its shareholders.
All of the shares of Common Stock offered hereby are being sold by the
Company. The Common Stock is listed on the New York Stock Exchange under the
symbol DRE. The last reported sale price for the Common Stock on January 14,
1997 was $40 per share.
-------------------
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 SUPPLEMENT OR THE PROSPECTUS TO
WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
<S> <C> <C> <C>
Per Share........................................ $40.00 $2.10 $37.90
Total (3)........................................ $60,000,000 $3,150,000 $56,850,000
</TABLE>
(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting expenses payable by the Company estimated at $125,000.
(3) The Company has granted to the several Underwriters an option to purchase up
to an additional 225,000 shares of Common Stock to cover over-allotments, if
any. If all of such shares are purchased, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $69,000,000,
$3,622,500 and $65,377,500, respectively. See "Underwriting."
-------------------
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if delivered to and accepted by them, subject to
approval of certain legal matters by counsel for the Underwriters. The
Underwriters reserve the right to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is expected that delivery of the shares of
Common Stock will be made in New York, New York on or about January 21, 1997.
-------------------
MERRILL LYNCH & CO.
LEGG MASON WOOD WALKER
INCORPORATED
A.G. EDWARDS & SONS, INC.
EVEREN SECURITIES, INC.
------------
The date of this Prospectus Supplement is January 14, 1997.
<PAGE>
[Map entitled "Duke Realty Investments Principal Markets" and consisting of
(1) a map of the continental United States on which the states of Missouri,
Wisconsin, Illinois, Michigan, Indiana, Kentucky, Tennessee and Ohio are shaded
and (2) a larger map of such states on which the city of Indianapolis, Indiana
is shown as the Corporate Headquarters; the cities of Decatur, Illinois,
Detroit, Michigan, St. Louis, Missouri, Columbus, Ohio, Cleveland, Ohio,
Cincinnati, Ohio and Nashville, Tennessee are shown as Regional Office
locations; and the cities of Milwaukee, Wisconsin, St. Louis, Missouri,
Bloomington, Illinois, Champaign, Illinois, Decatur, Illinois, Indianapolis,
Indiana, Nashville, Tennessee, Detroit, Michigan, Fort Wayne, Indiana, Columbus,
Ohio, Dayton, Ohio, Cleveland, Ohio, Cincinnati, Ohio and Covington, Kentucky
are shown as Duke Markets.]
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
S-2
<PAGE>
THE FOLLOWING INFORMATION IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE
READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION APPEARING ELSEWHERE IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS OR DOCUMENTS
INCORPORATED HEREIN AND THEREIN BY REFERENCE. UNLESS INDICATED OTHERWISE, THE
INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT IS PRESENTED AS OF SEPTEMBER
30, 1996. ALL REFERENCES TO THE "COMPANY" IN THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS INCLUDE THE COMPANY AND THOSE ENTITIES OWNED OR
CONTROLLED BY THE COMPANY, UNLESS THE CONTEXT INDICATES OTHERWISE.
WHEN USED IN THIS PROSPECTUS SUPPLEMENT, THE WORDS "BELIEVES," "EXPECTS" AND
SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH
STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES WHICH COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE
HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF
ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS WHICH MAY BE MADE TO REFLECT
EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS.
THE COMPANY
The Company is a self-administered and self-managed real estate investment
trust (a "REIT") that began operations through a related entity in 1972. At
September 30, 1996, the Company owned a diversified portfolio of 233 in-service
industrial, office and retail properties (the "Properties"), encompassing
approximately 26.0 million square feet located in eight states, and 15 buildings
and two building expansions encompassing approximately 3.0 million square feet
under development. The Company also owns approximately 1,220 acres of
unencumbered land (the "Land") for future development, of which approximately
80% is zoned for industrial use and which is typically located adjacent to the
Properties. The Company provides leasing, management, construction, development
and other tenant-related services for the Properties and certain 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 believes that the Midwest offers a
relatively strong and stable economy compared to other regions of the United
States and provides significant growth potential due to its central location,
established manufacturing base, skilled work force and moderate labor costs.
The Company has developed over 46 million square feet of commercial property
since its founding. During the last five years, the Company developed an average
of approximately 3.5 million square feet per year. Through the nine months ended
September 30, 1996, the Company placed in service 3.3 million square feet of new
development and acquired 2.6 million square feet of property.
The Company manages over 38 million square feet of property, including over
9.4 million square feet owned by third parties. The Company manages
approximately 33% and 24% of all competitive suburban office, warehousing and
light manufacturing space in Indianapolis and Cincinnati, respectively. In
addition to providing services to approximately 1,700 tenants in the Properties,
the Company provides such services to over 1,100 tenants in approximately 120
properties owned by third parties. Based on market data maintained by the
Company, the Company believes that it was responsible in 1995 for approximately
55% and 66% of the net absorption (gross space leased minus lease terminations
and expirations) of competitive suburban office, warehousing and light
manufacturing space in Indianapolis and Cincinnati, respectively. The Company
believes that its dominant position in the primary markets in which it operates
gives it a competitive advantage in its real estate activities.
After completion of this offering, the six senior officers of the Company,
who collectively have over 127 years of experience in the real estate industry
and have been with the Company for an average of over 18 years, will
beneficially own Common Stock and partnership interests ("Units") issued by Duke
Realty Limited Partnership (the "Operating Partnership") exchangeable for Common
Stock that represent approximately 11% of the Company's Common Stock on a fully
diluted basis.
All of the Company's interests in the Properties and Land are held directly
or indirectly by, and substantially all of its operations relating to the
Properties are conducted through, the Operating
S-3
<PAGE>
Partnership. Units in the Operating Partnership may be exchanged by the holders
thereof, other than the Company, for Common Stock of the Company on a one for
one basis. Upon an exchange of Units for Common Stock, the Company's percentage
interest in the Operating Partnership will increase. The Company controls the
Operating Partnership as the sole general partner and owner, as of September 30,
1996, of approximately 89% of the Units.
The following table provides an overview of the Properties.
SUMMARY OF PROPERTIES
(IN THOUSANDS, EXCEPT PERCENTAGES)
<TABLE>
<CAPTION>
PERCENT OF
PERCENT OF ANNUAL NET TOTAL NET OCCUPANCY AT
SQUARE TOTAL SQUARE EFFECTIVE EFFECTIVE SEPTEMBER 30,
TYPE OF PROPERTY FEET FEET RENT(1) ANNUAL RENT 1996
- ----------------------------------------------- --------- --------------- ------------ --------------- ----------------
<S> <C> <C> <C> <C> <C>
Industrial..................................... 17,343 67% $ 62,432 41% 94.0%
Office......................................... 6,847 26 74,086 49 94.6%
Retail......................................... 1,766 7 15,032 10 95.0%
--------- --- ------------ ---
Total.......................................... 25,956 100% $ 151,550 100% 94.2%
--------- --- ------------ ---
--------- --- ------------ ---
</TABLE>
- ------------------------
(1) Represents annual net effective rent due from tenants in occupancy as of
September 30, 1996. Net effective rent equals the average annual rental
property revenue over the terms of the respective leases, excluding
additional rent due as operating expense reimbursements, landlord allowances
for operating expenses and percentage rents.
The Company's Properties have a diverse and stable base of approximately
1,700 tenants. Many of the tenants are Fortune 500 companies and engage in a
wide variety of businesses, including manufacturing, retailing, wholesale trade,
distribution, and professional services. Approximately 50% of the square footage
of the Properties is occupied by tenants with a net worth based on book value of
$100 million or greater. Approximately 70% of the gross leasable area of the
Properties is occupied by tenants who have been in business for more than 10
years. The Company renewed 82% of the square feet of tenants up for renewal in
the first nine months of 1996 on approximately 2.1 million square feet up for
renewal. No single tenant accounts for more than 2% of the Company's total gross
effective rent (computed using the average annual rental property revenue over
the terms of the respective leases including landlord operating expense
allowances but excluding additional rent due as operating expense
reimbursements).
S-4
<PAGE>
RECENT DEVELOPMENTS
OPERATING PERFORMANCE AND DIVIDEND INCREASE
For the nine months ended September 30, 1996, the Company reported the
following information as compared to the same period in 1995.
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
------------------------
1996 1995
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Net income available for common shareholders............................................ $ 35,425 $ 25,012
Revenues................................................................................ 130,234 94,624
Funds From Operations................................................................... 55,113 39,845
Cash flow provided by (used by):
Operating activities.................................................................. 69,103 62,188
Investing activities.................................................................. (202,507) (189,244)
Financing activities.................................................................. 139,600 146,318
</TABLE>
On July 25, 1996, the Company's Board of Directors raised its regular
quarterly dividend from $.49 per share to $.51 per share, payable on August 30,
1996 to shareholders of record on August 16, 1996. On October 24, 1996, the
Company's Board of Directors declared a regular quarterly dividend of $.51 per
share, payable on November 29, 1996 to shareholders of record on November 15,
1996. This dividend equals $2.04 on an annualized basis.
FINANCING
In March 1996, the Company issued 4.4 million shares of Common Stock,
raising net proceeds of $125.2 million. In July 1996, the Company issued $40.0
million of investment-grade Medium-Term Notes maturing in July 2000 with an
interest rate of 7.28%. In August 1996, the Company issued 3.0 million
Depositary Shares, each representing 1/10 of a 9.10% Series A Cumulative
Redeemable Preferred Share, raising net proceeds of $72.3 million. In November
1996, the Company issued $50.0 million of investment-grade Medium-Term Notes
maturing in November 2004 with an interest rate of 7.14%. The proceeds of these
financings have been used to reduce the balance on the Company's unsecured line
of credit and to fund the development and acquisition of additional rental
properties.
The Company reduced the interest rate on its $150.0 million unsecured line
of credit from the 30-day London Interbank Offered Rate ("LIBOR") plus 1.50% to
LIBOR plus 1.25% effective September 1, 1996.
DEVELOPMENT AND ACQUISITIONS
During the first nine months of 1996, the Company placed in service 3.3
million square feet of newly developed properties which are 91% leased. The
total cost of these properties was $134.3 million and the combined weighted
average unleveraged stabilized return on cost for these properties is expected
to be 11.7%. Also during the first nine months of 1996, the Company acquired 2.6
million square feet of properties which are 88% leased. The total cost of these
properties was $173.3 million and the combined weighted average unleveraged
stabilized return on cost for these properties is expected to be 11.6%. The
Company currently has 3.0 million square feet of properties under development
which are 66% pre-leased. These properties consist of 71% industrial, 18% office
and 11% retail properties (based on square footage) and are expected to have a
total cost upon completion of $118.0 million. The combined weighted average
unleveraged stabilized return on cost for these properties is expected to be
11.8%.
Subsequent to September 30, 1996, the Company placed in service another
778,000 square feet of properties which are 76% leased with a total cost of
$38.1 million. In addition, the company has acquired 819,000 square feet of
properties which are 90% leased at a total cost of $51.1 million. The combined
weighted average unleveraged stabilized return on cost for these properties is
expected to be 11.6%. The Company also sold one retail property comprising
149,000 square feet for a sales price of $9.6 million. Also, the Company's
third-party management contract for an approximately 700,000 square foot retail
project in Indianapolis, Indiana was terminated.
S-5
<PAGE>
The Company's expectations of total cost and weighted average unleveraged
stabilized return on cost constitute forward-looking information that is subject
to risks inherent in the completion of construction of the properties under
development and the leasing of any unleased portion of the properties. Such
risks could cause actual results to differ materially from the Company's
expectations.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Stock offered
hereby are expected to be approximately $56.7 million (approximately $65.3
million if the Underwriters' over-allotment option is exercised in full). The
Company presently intends to use the net proceeds to retire the outstanding
balance on its lines of credit (the "Lines of Credit") and to fund development
and acquisition of additional rental properties. The Lines of Credit had an
aggregate of $34.0 million outstanding as of December 31, 1996, bearing interest
at LIBOR plus .75% to 1.25%.
PRICE RANGE OF COMMON STOCK AND DIVIDEND HISTORY
The Common Stock is listed on the New York Stock Exchange under the symbol
DRE. The following table sets forth the high and low sale prices of the Common
Stock for the periods indicated and the dividend paid per share during each such
period.
<TABLE>
<CAPTION>
CLOSING PRICES
PER SHARE
-------------------- DIVIDENDS
QUARTERLY PERIOD HIGH LOW PER SHARE
- ----------------------------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
1995
First Quarter.................................................................... $ 27.88 $ 25.13 $ 0.47
Second Quarter................................................................... 29.25 26.25 0.47
Third Quarter.................................................................... 31.63 27.63 0.49
Fourth Quarter................................................................... 31.75 27.63 0.49
1996
First Quarter.................................................................... 32.50 29.13 0.49
Second Quarter................................................................... 30.50 28.38 0.49
Third Quarter.................................................................... 33.25 29.00 0.51
Fourth Quarter................................................................... 38.50 32.75 0.51
1997
First Quarter (through January 14, 1997)......................................... 40.00 38.25
</TABLE>
The last reported sale price of the Common Stock on the New York Stock
Exchange on January 14, 1997 was $40 per share. As of January 13, 1997, there
were 1,728 registered holders of Common Stock.
Since its organization in 1986, the Company has paid regular and
uninterrupted dividends. The Company intends to continue to declare quarterly
dividends on its Common Stock. However, no assurances can be given as to the
amounts of future dividends as such dividends are subject to the Company's cash
flow from operations, earnings, financial condition, capital requirements and
such other factors as the Board of Directors deems relevant. The Company has
determined that approximately 14% of the per share distribution for 1995
represented return of capital to the shareholders for income tax purposes. No
assurance can be given that such percentage will not change in future years.
DIVIDEND REINVESTMENT PLAN
The Company has an Automatic Dividend Reinvestment Plan (the "Plan") which
allows shareholders to acquire additional shares of Common Stock by
automatically reinvesting cash dividends. Common Stock is acquired pursuant to
the Plan at a price equal to the prevailing market price of such Common Stock
less a 4% discount, without payment of any brokerage commission or service
charge. The Plan also allows persons to purchase Common Stock at a price equal
to the prevailing market price of such Common Stock (without any discount but
without payment of any brokerage commission or service charge) in the same
manner as cash dividends are invested in amounts of not less than $100 ($25 for
automated funds transfers) and not more than $5,000 per month for participating
shareholders and in amounts of not less than $250 and more than $5,000 per month
for initial investments by persons who are not shareholders. Shareholders who do
not participate in the Plan continue to receive cash dividends, as declared.
S-6
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), pertaining to REITs are highly technical and complex. The following is
a brief and general summary of certain provisions that currently govern the
federal income tax treatment of the Company and its shareholders. For the
particular provisions that govern the federal income tax treatment of the
Company and its shareholders, reference is made to Sections 856 through 860 of
the Code and the regulations thereunder. The following summary is qualified in
its entirety by such reference.
Investors are urged to consult their own tax advisors with respect to the
appropriateness of an investment in the Common Stock offered hereby and with
respect to the tax consequences arising under federal law and the laws of any
state, municipality or other taxing jurisdiction, including tax consequences
resulting from such investor's own tax characteristics. As used in this section,
the term "Company" refers solely to Duke Realty Investments, Inc.
Management believes the Company was organized and has operated, and intends
to continue to operate, in such a manner as to meet the requirements for
qualification and taxation as a REIT under the Code, but no assurance can be
given that the Company has so qualified or will at all times so qualify. In the
opinion of Bose McKinney & Evans, counsel to the Company, 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 year for which the Company made the election
to be taxed as a REIT, the proposed method of operation of the Company will
permit the Company to continue to qualify to be taxed as a REIT for its current
and subsequent taxable years. This opinion is based upon certain assumptions
relating to the organization and operation of the Company, the Operating
Partnership and their subsidiaries and is conditioned upon certain
representations made by Company personnel and affiliates as to certain factual
matters relating to the Company's past operations and the intended manner of
future operation of the Company, the Operating Partnership and their
subsidiaries.
To qualify as a REIT under the Code for a taxable year, the Company must
meet certain organizational and operational requirements, which generally
require it to be a passive investor in operating real estate and to avoid
excessive concentration of ownership of its capital stock. So long as the
Company qualifies for taxation as a REIT and distributes at least 95% of its
REIT taxable income (computed without regard to net capital gain and the
dividends paid deduction) for its taxable year to its shareholders, it will not
be subject to federal income tax with respect to such income that it distributes
to its shareholders. The Company will be taxed at regular corporate rates on all
income not distributed to shareholders. REITs also may incur taxes for certain
other activities or to the extent distributions do not satisfy certain other
requirements.
If the Company fails to qualify during any taxable year as a REIT, unless
certain relief provisions are available, it will be subject to tax (including
any applicable alternative minimum tax) on its taxable income at regular
corporate rates, which could result in a discontinuation of or substantial
reduction in dividends to shareholders and therefore have a material adverse
effect upon its shareholders. If disqualified for taxation as a REIT for a
taxable year, the Company would also be disqualified for taxation as a REIT for
the four taxable years thereafter, unless such failure were considered to be due
to reasonable cause and not willful neglect.
In any year in which the Company qualifies to be taxed as a REIT,
distributions made to its shareholders out of current or accumulated earnings
and profits will be taxed to shareholders as ordinary income except that
distributions of net capital gains designated by the Company as capital gain
dividends will be taxed as long-term capital gain income to the shareholders.
However, corporate shareholders may be required to treat up to 20% of certain
capital gain dividends as ordinary income. Corporate shareholders will also not
be eligible for the dividends received deduction with respect to ordinary or
capital gain dividends. To the extent that distributions exceed current or
accumulated earnings and profits, they will constitute a return of capital,
rather than dividend or capital gain income, and will reduce the basis for the
shareholder's Common Stock with respect to which the distribution is paid or, to
the extent that they exceed such basis, will be taxed in the same manner as gain
from the sale of that Common Stock.
S-7
<PAGE>
UNDERWRITING
Subject to the terms and conditions contained in the terms agreement and
related underwriting agreement (collectively, the "Underwriting Agreement"), the
Company has agreed to sell to each of the Underwriters named below, and each of
the Underwriters has severally agreed to purchase from the Company, the
respective number of shares of Common Stock set forth after its name below. The
Underwriting Agreement provides that the obligations of the Underwriters are
subject to certain conditions precedent, and that the Underwriters will be
obligated to purchase all of the shares of Common Stock if any are purchased.
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERWRITER OF COMMON STOCK
-----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..................................................... 375,000
Legg Mason Wood Walker, Incorporated....................................... 375,000
A.G. Edwards & Sons, Inc................................................... 375,000
EVEREN Securities, Inc..................................................... 375,000
-----------------
Total........................................................... 1,500,000
-----------------
-----------------
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the Common Stock to the public at the public offering price set forth on
the cover page of this Prospectus Supplement, and to certain dealers at such
price less a concession not in excess of $1.25 per share. The Underwriters may
allow, and such dealers may reallow, a discount not in excess of $.10 to certain
other dealers. After the Offering, the public offering price, concession and
discounts may be changed.
The Company has granted an option to the Underwriters, exercisable during
the 30-day period after the date of this Prospectus Supplement, to purchase up
to an aggregate of 225,000 additional shares of Common Stock at the price to the
public set forth on the cover page of this Prospectus Supplement, less the
underwriting discount. The Underwriters may exercise this option only to cover
over-allotments, if any. If the Underwriters exercise this option, each of the
Underwriters will have a firm commitment, subject to certain conditions, to
purchase approximately the same percentage thereof which the number of shares of
Common Stock to be purchased by it shown in the foregoing table bears to the
1,500,000 shares of Common Stock offered hereby.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments the Underwriters may be required to make in respect
thereof.
The Company and the executive officers of the Company and the Directors have
agreed that for a period of 45 days from the date of this Prospectus Supplement
they will not, without prior and written consent of the Underwriters, offer,
sell or otherwise dispose of any shares of Common Stock or any other security
convertible into or exercisable for shares of Common Stock (except pursuant to
the Company's stock option or dividend reinvestment plans and certain other
agreements).
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") from
time to time provides investment banking and financial advisory services to the
Company. Merrill Lynch also acted as representative of various underwriters in
connection with public offerings of the Company's Common Stock, Depositary
Shares and debt securities in 1993, 1994, 1995 and 1996.
LEGAL MATTERS
In addition to the legal opinions referred to under "Legal Opinions" in the
accompanying Prospectus, the description of Federal income tax matters contained
in this Prospectus Supplement entitled "Certain Federal Income Tax
Considerations" is based upon the opinion of Bose McKinney & Evans.
S-8
<PAGE>
- -------------------------------------------
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- -------------------------------------------
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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 SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS SUPPLEMENT OR IN THE PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO 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
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS SUPPLEMENT
The Company.................................... S-3
Recent Developments............................ S-5
Use of Proceeds................................ S-6
Price Range of Common Stock and Dividend
History....................................... S-6
Certain Federal Income Tax Considerations...... S-7
Underwriting................................... S-8
Legal Matters.................................. S-8
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
The Company and the Operating Partnership...... 3
Use of Proceeds................................ 3
Ratios of Earnings to Fixed Charges............ 3
Description of Debt Securities................. 4
Description of Preferred Stock................. 14
Description of Depositary Shares............... 20
Description of Common Stock.................... 24
Plan of Distribution........................... 25
Legal Opinions................................. 26
Experts........................................ 26
</TABLE>
1,500,000 SHARES
[LOGO]
COMMON STOCK
-------------------
PROSPECTUS SUPPLEMENT
-------------------
MERRILL LYNCH & CO.
LEGG MASON WOOD WALKER
INCORPORATED
A.G. EDWARDS & SONS, INC.
EVEREN SECURITIES, INC.
JANUARY 14, 1997
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