Registration No. 333-
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 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. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Amount
Class of Amount to Proposed Maximum Proposed Maximum of
Securities to be Offering Price Aggregate Registration
be Registered Registered per Share (1) Offering Price (1) Fee
- ------------- ---------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 71,015 $41.25 $2,929,368.75 $887.69
Total 71,015 $41.25 $2,929,368.75 $887.69
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</TABLE>
(1) Estimated using March 27, 1997 data solely for the purpose of
calculating the registration fee pursuant to Rule 457(c) under the
Securities Act of 1933.
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.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 31, 1997
PROSPECTUS
- ----------
71,015 SHARES
DUKE REALTY INVESTMENTS, INC.
COMMON STOCK
----------------------------
This Prospectus relates to the offer and sale from time to
time of shares of the common stock, $.01 par value ("Common
Stock") of Duke Realty Investments, Inc. (the "Company") by
persons ("Selling Shareholders") who received or will receive
such shares in exchange for units of limited partnership interest
("Units") in Duke Realty Limited Partnership (the "Operating
Partnership"), of which the Company is the sole general partner.
See "Selling Shareholders." The Units were issued in connection
with the reorganization of the Company in 1993 and subsequent
private placements. The registration of the shares of Common
Stock to which this Prospectus relates ("Exchange Shares") does
not necessarily mean that any of such shares will be sold by any
Selling Shareholders. The Company will not realize any cash
proceeds from the exchange of Units for Common Stock or from the
sale of the Common Stock by the Selling Shareholders. In
accordance with the policy of the Company's Board of Directors,
DMI Partnership, an affiliate of the Company is not a Selling
Shareholder, and none of the Selling Shareholders to which this
Prospectus relates is an executive officer of the Company.
The Common Stock is listed on the New York Stock Exchange
under the symbol DRE. In order to maintain its qualification as a
real estate investment trust ("REIT") 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 "Exchange of Units--Restrictions on
Ownership of Shares."
The Selling Shareholders from time to time may offer and
sell Exchange Shares held by them directly or through agents or
broker-dealers on terms to be determined at the time of sale. See
"Plan of Distribution." Each of the Selling Shareholders reserves
the right to accept or reject, in whole or in part, any proposed
purchase of shares of Common Stock to be made directly or through
agents.
The Selling Shareholders and any agents or broker-dealers
that participate with the Selling Shareholders in the
distribution of Exchange Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any commissions received
by them and any profit on the resale of the Exchange Shares may
be deemed to be underwriting commissions or discounts under the
Securities Act.
------------------------
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.
----------------------------
The date of this Prospectus is , 1997.
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<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE
HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY
SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY PERSON
IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCE CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED
OR INCORPORATED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE HEREOF.
-----------------------
TABLE OF CONTENTS
Page
Available Information 3
Incorporation of Certain Documents by Reference 3
The Company 4
Exchange of Units 4
Federal Income Tax Considerations 15
Selling Shareholders 20
Plan of Distribution 21
Legal Opinions 22
Experts 22
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<PAGE>
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
Commission maintains a Web Site (http://www.sec.gov) that
contains reports, proxy and information statements and other
information regarding the Company.
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) for
the year ended December 31, 1996.
2. The Company's Proxy Statement dated March 20, 1997.
3. The description of the Common Stock contained in the
Company's registration statement on Form 10 (file no. 1-
9044) as amended.
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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<PAGE>
THE COMPANY
The Company is a self-administered and self-managed real
estate investment trust that began operations through a related
entity in 1972. The Company owns direct or indirect interests in
a portfolio of industrial, office and retail properties (the
"Properties"), substantially all of which are located in the
Midwest, together with land (the "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.
All of the Company's interests in the Properties and the
Land are held by, and substantially all of its operations
relating to the Properties and the Land are conducted through,
the Operating Partnership. The Company controls the Operating
Partnership as the sole general partner and owner of in excess of
90% of the outstanding Units. Each Unit may be exchanged by the
holder thereof for Common Stock. With each such exchange, the
number of Units owned by the Company and, therefore, the
Company's percentage interest in the Operating Partnership, will
increase. In addition to owning the Properties and the Land, the
Operating Partnership also provides services associated with
leasing, property management, real estate development,
construction and miscellaneous tenant services (the "Related
Businesses") for the Properties. The Company also provides
services associated with the Related Businesses to third parties
and owners of indirectly owned properties through Duke Realty
Services Limited Partnership (the "Services Partnership") on a
fee basis.
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) 846-4700.
EXCHANGE OF UNITS
GENERAL
Each limited partner may, subject to certain limitations,
require that the Company exchange all or a portion of such
partner's Units for shares of Common Stock beginning one year
from the date of issuance by delivering a notice to the Company.
Upon any such exchange, a limited partner will receive, at the
option of the Company as general partner of the Operating
Partnership, either (i) a number of shares of Common Stock equal
to the number of Units exchanged times the Exchange Ratio
provided in the Partnership Agreement (currently one share per
Unit) or (ii) if the Company determines in the reasonable
exercise of its discretion that issuing Common Stock to such
limited partner could cause the Company to fail to qualify as a
REIT, cash in an amount equal to market value of the number of
shares of Common Stock the partner would have received pursuant
to (i) above. The market value of the Common Stock for this
purpose will be equal to the average of the daily closing prices
of the Company's Common Stock for the 30 consecutive business
days commencing 45 business days before the day on which the
notice of exchange was received by the Company.
Upon the consummation of any such exchange, the Company will
acquire the Units being exchanged and will become the owner of
the Units. Such an acquisition by the Company will be treated as
a sale of the Units to the Company for Federal income tax
purposes. See "--Tax Consequences of Exchange" below. The Company
will not realize any cash proceeds from the exchange of Common
Stock for Units. Each exchange will, however, increase the
Company's ownership interest in the Operating Partnership and its
allocable share of the Operating Partnership's income. The
Company also intends to require Selling Shareholders to reimburse
the Company for their pro rata share of the expenses of
registering the Exchange Shares. Upon such an exchange, such
limited partner's right to receive distributions with respect to
the Units exchanged will cease. However, the limited partner will
then have rights as a shareholder of the Company from the time of
his or her acquisition of Common Stock, including the payment of
dividends.
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<PAGE>
A limited partner must notify the Company, as general
partner of the Operating Partnership, of such partner's desire to
require the Company to exchange Common Stock for Units by sending
a notice in the form attached as an exhibit to the Amended and
Restated Agreement of Limited Partnership, as amended, of the
Operating Partnership (the "Partnership Agreement"), a copy of
which is available from the Company. A limited partner must
request the exchange of at least 10 Units (or all of the Units
held by such holder, if less). An exchange generally will occur
on the tenth business day after the notice is delivered by the
limited partner.
ACCOUNTING FOR THE EXCHANGE
The exchange of Units will be accounted for under the
purchase method of accounting as an acquisition of minority
interest. Under the purchase method of accounting, the purchase
price will be based upon the fair value of the Company's common
stock at the date of exchange. The purchase price will be
allocated based upon the fair value of identifiable assets
acquired which will primarily be Real Estate Investments and
Investments in Unconsolidated Subsidiaries. Assuming a conversion
of 71,015 Units into shares of Company common stock at the
March 14, 1997 fair market value of $41.625 per share, the total
acquisition price would be $2,956,000. This acquisition price
would be allocated $2,867,000 to Real Estate Investments and
$89,000 to Investments in Unconsolidated Subsidiaries, and the
Company would record additional shareholders' equity equal to the
total purchase price. Assuming this exchange occurred as of
January 1, 1996, the net income available for common shareholders
of the Company on a pro forma basis for the year ended
December 31, 1996 would have increased by $67,000 representing a
decrease in minority interest expense of $139,000 reduced by
additional depreciation expense of $72,000. Also on a pro forma
basis, net income per common share for 1996 would have remained
the same at $1.81 per common share.
TAX CONSEQUENCES OF EXCHANGE
The following discussion summarizes all material Federal
income tax considerations under the Internal Revenue Code of
1986, as amended (the "Code) and associated regulations
("Treasury Regulations") that may be relevant to a limited
partner who exercises his right to require the exchange of his
Units. The discussion in this section on the tax consequences of
the exchange is based on the opinion of Bose McKinney & Evans,
which has acted as counsel to the Company.
TAX TREATMENT OF EXCHANGE OF UNITS. If a limited partner
exercises his or her right to require the exchange of Units, the
Partnership Agreement provides that the exchange will be treated
by the Company, the Operating Partnership and the exchanging
limited partner, for tax purposes, as a sale of Units. Such sale
will be fully taxable to the exchanging limited partner. Such
limited partner will be treated as realizing for tax purposes an
amount equal to the sum of the value of the Common Stock received
plus the reduction in the amount of any Operating Partnership
liabilities allocable to the limited partner. The determination
of the amount of gain or loss is discussed more fully below.
TAX TREATMENT OF DISPOSITION OF UNITS BY LIMITED PARTNER
GENERALLY. If a Unit is exchanged in a manner that is treated as
a sale of the Unit, or a limited partner otherwise disposes of a
Unit, the determination of gain or loss from the sale or other
disposition will be based on the difference between the amount
considered realized for tax purposes and the tax basis in such
Unit. See "--Basis of Units" below. Upon the sale of a Unit, the
"amount realized" will be measured by the sum of the fair market
value of Common Stock received plus the reduction in the amount
of any Operating Partnership liabilities allocable to the Unit
holder. To the extent that the amount of property received plus
the reduction in the allocable share of any Operating Partnership
liabilities exceeds the limited partner's basis in his or her
interest in the Operating Partnership, such limited partner will
recognize gain. It is possible that the amount of gain recognized
or even the tax liability resulting from such gain could exceed
the value of Common Stock received upon such disposition.
Except as described below, any gain recognized upon a sale
or other disposition of Units will be treated as gain
attributable to the sale or disposition of a capital asset. To
the extent, however, that the amount realized upon the sale of a
Unit that is attributable to a limited partner's share of
"unrealized receivables" of the Operating Partnership (as
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<PAGE>
defined in Section 751 of the Code) exceeds the basis
attributable to those assets, such excess will be treated as
ordinary income. Unrealized receivables include, to the extent
not previously included in Operating Partnership income, any
rights to payment for services rendered or to be rendered.
Unrealized receivables also include amounts that would be subject
to recapture as ordinary income if the Operating Partnership had
sold its assets at their fair market value at the time of the
transfer of a Unit.
BASIS OF UNITS. In general, a limited partner who was
deemed at the time of acquisition of Units to have received his
or her Units upon liquidation of a partnership had an initial tax
basis in the Units ("Initial Basis") equal to his or her basis in
the partnership interest at the time of such liquidation.
Similarly, in general, a limited partner who at the time of
acquisition of Units contributed a partnership interest in
exchange for his or her Units had an Initial Basis in the Units
equal to his or her basis in the contributed partnership
interest. A limited partner's Initial Basis in his or her Units
generally is increased by (i) such limited partner's share of
Operating Partnership taxable and tax-exempt income and (ii)
increases in such partner's share of the liabilities of the
Operating Partnership (including any increase in his or her share
of liabilities occurring in connection with the transaction
resulting in acquisition of Units). Generally, such partner's
basis in his or her Units is decreased (but not below zero) by
(A) his or her share of Operating Partnership distributions, (B)
decreases in his or her share of liabilities of the Operating
Partnership (including any decrease in his or her share of
liabilities of the Operating Partnership occurring in connection
with the transaction resulting in acquisition of Units), (C) his
or her share of losses of the Operating Partnership and (D) his
or her share of nondeductible expenditures of the Operating
Partnership that are not chargeable to his or her capital
account.
POTENTIAL APPLICATION OF THE DISGUISED SALE REGULATIONS TO
AN EXCHANGE OF UNITS. There is a risk that an exchange of Units
may cause the original transfer of property to the Operating
Partnership pursuant to which a limited partner received Units to
be treated as a "disguised sale" of property. Section 707 of the
Code and the Treasury Regulations thereunder (the "Disguised Sale
Regulations") generally provide that, unless one of the
prescribed exceptions is applicable, a partner's contribution of
property to a partnership and a simultaneous or subsequent direct
or indirect transfer of money or other consideration (including
the assumption of or taking subject to a liability or a deemed
distribution arising from a shift in liabilities) from the
partnership to the partner will be presumed to be a sale, in
whole or in part, of such property by the partner to the
partnership. Further, the Disguised Sale Regulations provide
generally that, in the absence of an applicable exception, if
money or other consideration is transferred by a partnership to a
partner within two years of the partner's contribution of
property, the transactions are presumed to be a sale of
contributed property unless the facts and circumstances clearly
establish that the transfers do not constitute a sale. The
Disguised Sale Regulations also provide that if two years have
passed between the transfer of money or other consideration and
the contribution of property, the transactions will be presumed
not to be a sale unless the facts and circumstances clearly
establish that the transfers constitute a sale.
Accordingly, if a Unit that has been held for less than two
years is exchanged, the Internal Revenue Service could contend
that the Disguised Sale Regulations apply because the limited
partner will thus receive shares of Common Stock subsequent to
his previous contribution of property to the Operating
Partnership. In that event, the IRS could contend that the
transaction pursuant to which the limited partner received Units
was taxable as a disguised sale under the Disguised Sale
Regulations. Any gain recognized thereby may be eligible for
installment reporting under Section 453 of the Code, subject to
certain limitations.
COMPARISON OF OWNERSHIP OF UNITS AND SHARES OF COMMON STOCK
Generally, the nature of any investment in shares of Common
Stock of the Company is substantially equivalent economically to
an investment in Units in the Operating Partnership. A holder of
a share of Common Stock has historically received the same
distribution that a holder of a Unit received, and shareholders
and Unit holders generally share in the risks and rewards of
ownership in the enterprise being conducted by the Company
(through the Operating Partnership). However, it is possible that
the Company will elect in the future to distribute a smaller
amount to the holders of shares of Common Stock than the holders
of Units in the Operating Partnership receive in order to fund
certain Company expenses. In addition, there are differences
between ownership of Units and ownership of Common stock, some of
which may be material to investors.
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<PAGE>
The information below highlights a number of the significant
differences between the Operating Partnership and the Company
relating to, among other things, form of organization, permitted
investments, policies and restrictions, management structure,
compensation and fees, investor rights and Federal income
taxation and compares certain legal rights associated with the
ownership of Units and Common Stock. These comparisons are
intended to assist limited partners of the Operating Partnership
in understanding how their investment will be changed if their
Units are exchanged for Common Stock. This discussion is summary
in nature and does not constitute a complete discussion of these
matters, and holders of Units should carefully review the balance
of this Prospectus and the Registration Statement of which this
Prospectus is a part for additional important information about
the Company.
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<PAGE>
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OPERATING PARTNERSHIP
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Form of Organization and Assets Owned
-------------------------------------
The Operating Partnership is organized as an Indiana limited
partnership. All of the Company's operations are conducted
through the Operating Partnership.
Length of Investment
--------------------
The Operating Partnership has a stated termination date of
December 31, 2043, although it may be terminated earlier under
certain circumstances.
Purpose and Permitted Investments
----------------------------------
The purpose of the Operating Partnership includes the conduct of
any business that may be lawfully conducted by a limited
partnership formed under Indiana's limited partnership law,
except that the Partnership Agreement requires the business of
the Operating Partnership to be conducted in such a manner that
will permit the Company to be classified as a REIT for federal
income tax purposes. The Operating Partnership may, subject to
the foregoing limitation, invest or enter into partnerships,
joint ventures or similar arrangements and may own interests in
any other entity.
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COMPANY
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Form of Organization and Assets Owned
-------------------------------------
The Company is an Indiana corporation. The Company has elected to
be taxed as a REIT under the Code and intends to maintain its
qualification as a REIT. The Company's primary asset is its
interest in the Operating Partnership, which gives the Company an
indirect investment in the properties and other assets owned by
the Operating Partnership. The Company also owns all of the
common stock of its subsidiary, Duke Services, Inc. ("DSI"),
which serves as the sole general partner of the Services
Partnership.
Length of Investment
--------------------
The Company has a perpetual term and intends to continue its
operations for an indefinite time period.
Purpose and Permitted Investments
---------------------------------
Under its Amended and Restated Articles of Incorporation, as
amended (the "Articles of Incorporation"), the Company may engage
in any lawful activity permitted under Indiana law. However,
under the Partnership Agreement the Company, in its capacity as
general partner, may not conduct any business other than the
business of the Operating Partnership, the Services Partnership
and Duke Construction Limited Partnership and cannot own any
assets other than its interests in the Operating Partnership, DSI
and such bank accounts or similar instruments as are necessary to
carry out its responsibilities under the Partnership Agreement or
its organizational documents.
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<PAGE>
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OPERATING PARTNERSHIP
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Additional Equity
-----------------
The Operating Partnership is authorized to issue Units and other
partnership interests to the partners or to other persons for
such consideration and on such terms and conditions as the
Company, in its sole discretion, may deem appropriate. In
addition, the Company may cause the Operating Partnership to
issue to the Company additional Units or other partnership
interests in different series or classes which may be senior to
the Units in conjunction with the offering of securities of the
Company having substantially similar rights, in which the
proceeds thereof are contributed to the Operating Partnership. No
limited partner has any preemptive, preferential or similar
rights with respect to additional capital contributions to the
Operating Partnership or the issuance or sale of any interests
therein.
Borrowing Policies
------------------
The Company as general partner has full power and authority to
borrow money on behalf of the Operating Partnership. The
Operating Partnership is subject to various restrictions on
borrowings imposed by its unsecured borrowings. In addition, the
Company, for itself and as general partner of the Operating
Partnership is currently targeting a ratio of long-term debt to
market capitalization in the range of 25% to 40%. The foregoing
reflects the Company's general policy over time and is not
intended to operate in a manner that inappropriately restricts
the ability to raise additional capital, including additional
debt, to implement the planned growth of the Company and the
Operating Partnership, to pursue attractive acquisition
opportunities that may arise or to otherwise act in a manner that
the Board of Directors believes to be in the best interests of
the Company and its shareholders. The Board of Directors, with
the assistance of management of the Company, may reevaluate from
time to time its debt and other capitalization policies in light
of then current economic conditions, including the relative costs
of debt and equity capital, the market value of the Operating
Partnership's properties, growth and acquisition opportunities,
the market value of its equity securities in relation to the
Company's view of the market value of its properties, and other
factors, and may modify its debt policy.
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COMPANY
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Additional Equity
-----------------
The Board of Directors of the Company may issue, in its
discretion, additional equity securities consisting of Common
Stock or Preferred Stock; provided, however, that the total
number of shares issued does not exceed the authorized number of
shares of capital stock set forth in the Company's Articles of
Incorporation. As long as the Operating Partnership is in
existence, the net proceeds of all equity capital raised by the
Company will be contributed to the Operating Partnership in
exchange for Units or other interests in the Operating
Partnership, provided that the General Partner's contribution
will be deemed to be an amount equal to the net proceeds of any
such offering plus any underwriter's discount or other expenses
incurred in connection with such issuance.
Borrowing Policies
------------------
The Company is not restricted under its governing instruments
from incurring borrowings. However, it is the Company's policy
that the Company shall not incur indebtedness other than short-
term trade, employee compensation, dividends payable or similar
indebtedness that will be paid in the ordinary course of
business, and that indebtedness shall instead be incurred by the
Operating Partnership to the extent necessary to fund the
business activities conducted by the Operating Partnership and
its subsidiaries.
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OPERATING PARTNERSHIP
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Other Investment Restrictions
-----------------------------
Other than restrictions precluding investments by the Operating
Partnership that would adversely affect the qualification of the
Company as a REIT or that would involve the Operating Partnership
in a business in which the Company is not permitted to engage by
its Articles of Incorporation, there are no restrictions on the
Operating Partnership's authority to enter into certain
transactions, including, among others, making investments,
lending Operating Partnership funds, or reinvesting the Operating
Partnership's cash flow and net sale or refinancing proceeds.
Management Control
------------------
All management powers over the business and affairs of the
Operating Partnership are vested in the Company as general
partner of the Operating Partnership, and no limited partner of
the Operating Partner has any right to participate in or exercise
control or management power over the business and affairs of the
Operating Partnership. The general partner may not be removed by
the limited partners for any reason.
Fiduciary Duties
----------------
Under Indiana law, the general partner of the Operating
Partnership is accountable to the Operating Partnership as a
fiduciary and, consequently, is required to exercise good faith
in all of its dealings with respect to partnership affairs.
However, under the Partnership Agreement, the general partner is
under no obligation to take into account the tax consequences to
any partner of any action taken by it. The general partner will
have no liability to a limited partner as a result of any
liabilities or damages incurred or suffered by, or benefits not
derived by, a limited partner as a result of any action or
inaction of the general partner so long as the general partner
acted in good faith.
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COMPANY
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Other Investment Restrictions
-----------------------------
Neither the Company's Articles of Incorporation nor its bylaws
impose any restrictions upon the types of investments made by the
Company except that under the Articles of Incorporation, the
Company is only permitted to engage in acts or activity not
inconsistent with the Company's REIT status.
Management Control
------------------
The Board of Directors has exclusive control over the Company's
business and affairs subject only to the restrictions in the
Articles of Incorporation, the bylaws and the Partnership
Agreement. The Board of Directors is classified into three
classes of directors. At each annual meeting of the shareholders,
the successors of the class of directors whose terms expire at
that meeting will be elected. The policies adopted by the Board
of Directors may be altered or eliminated without approval of the
shareholders. Accordingly, except for their vote in the elections
of directors, shareholders have no control over the ordinary
business policies of the Company.
Fiduciary Duties
----------------
Under Indiana law, the directors must perform their duties in
good faith, in a manner that they believe to be in the best
interests of the Company and with the care an ordinary prudent
person would exercise under similar circumstances. Directors of
the Company who act in such a manner generally will not be liable
to the Company for monetary damages arising from their
activities.
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OPERATING PARTNERSHIP
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Management Liability and Indemnification
----------------------------------------
The Partnership Agreement generally provides that the general
partner will incur no liability to the Operating Partnership or
any limited partner for losses sustained or liabilities incurred
as a result of errors in judgment or of any act or omission if
the general partner acted in good faith. In addition, the general
partner is not responsible for any misconduct or negligence on
the part of its agents provided the general partner appointed
such agents in good faith. The general partner may consult with
legal counsel, accountants, appraisers, management consultants,
investment bankers and other consultants and advisors. Any action
the general partner takes or omits to take in reliance upon the
opinion of such persons, as to matters which the general partner
reasonably believes to be within their professional or expert
competence, shall be conclusively presumed to have been done or
omitted in good faith and in accordance with such opinion. The
Partnership Agreement also provides for indemnification of the
general partner, the directors and officers of the general
partner, and such other persons as the general partner may from
time to time designate, against any and all losses, claims,
damages, liabilities, expenses, judgments, fines, settlements and
other amounts arising from any and all claims, demands, actions,
suits or proceedings that relate to the operations of the
Operating Partnership in which such person may be involved, or is
threatened to be involved, to the fullest extent permitted under
Indiana law.
Anti-takeover Provisions
------------------------
Except in limited circumstances, the general partner of the
Operating Partnership has exclusive management power over the
business and affairs of the Operating Partnership. The general
partner may not be removed by the limited partners with or
without cause. Under the Partnership Agreement the general
partner may, in its sole discretion, prevent a limited partner
from transferring his interest or any rights as a limited partner
except in certain limited circumstances. The general partner may
exercise this right of approval to deter, delay or hamper
attempts by persons to acquire an interest in the Operating
Partnership.
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COMPANY
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Management Liability and Indemnification
----------------------------------------
As permitted by Indiana law, the Articles of Incorporation
include a provision limiting the liability of the Company's
directors to the corporation and its shareholders for money
damages, subject to specified restrictions. The law does not,
however, permit the liability of directors and officers to the
corporation or its shareholders to be limited to the extent that
(i) it is proved that the person actually received an improper
benefit or profit in money, property or services or (ii) a
judgment or other final adjudication is entered in a proceeding
based on a finding that the person's action, or failure to act,
was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding.
This provision in the Articles of Incorporation does not limit or
eliminate the rights of the Company or any shareholder to seek
non-monetary relief such as an injunction or rescission in the
event of a breach of a director's duty of care. Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Anti-takeover Provisions
------------------------
The Articles of Incorporation and bylaws of the Company contain a
number of provisions that may have the effect of delaying or
discouraging an unsolicited proposal for the acquisition of the
Company or the removal of incumbent management.
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OPERATING PARTNERSHIP
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Voting Rights
-------------
Under the Partnership Agreement, the limited partners generally
do not have voting rights relating to the operation and
management of the Operating Partnership. Limited partners do have
the right to vote on certain limited matters under the
Partnership Agreement, such as a merger or sale of all or
substantially all of the assets of the Operating Partnership,
certain amendments to the Partnership Agreement, and dissolution
of the Operating Partnership. The ownership of Units does not
entitle the holder thereof to vote on any manner to be voted upon
by the shareholders of the Company.
Amendment of the Partnership Agreement or the
Articles of Incorporation
- ---------------------------------------------
Amendments to the Partnership Agreement may be proposed by the
general partner or by any limited partners holding 10 percent or
more of the Partnership interests. Approval of such an amendment
generally requires the vote of the general partner and the
holders of at least 90% of the outstanding Units, including those
Units held by the general partner. As of March 14, 1997, the
General Partner owned 90.5% of the outstanding voting Units
giving it effective control over such decisions. Certain
amendments may be approved solely by the general partner, such
as, among other things, amendments that would add to the
obligations of the general partner, reflect the admission,
substitution, termination or withdrawal of partners, or satisfy
any legal requirements. Certain amendments that affect the
fundamental rights of a limited partner must be approved by each
affected limited partner.
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COMPANY
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Voting Rights
-------------
Shareholders of the Company have the right to vote on, among
other things, a merger or sale of all or substantially all of the
assets of the Company, amendments to the Articles of
Incorporation and dissolution of the Company. The Company is
managed and controlled by a Board of Directors consisting of
three classes having staggered terms of office. Each class is to
be elected by the shareholders at annual meetings of the Company.
All shares of Common Stock have one vote, and the Articles of
Incorporation permit the Board of Directors to classify and issue
Preferred Stock in one or more series having voting power which
may differ from that of the Common Stock. The Company's Series A
Cumulative Redeemable Preferred Shares are entitled to vote for
the election of two additional directors whenever distributions
on such Series A preferred shares are in arrears for six or more
quarterly periods. Indiana law also provides holders of preferred
stock the right to vote in certain circumstances.
Amendment of the Partnership Agreement
or the Articles of Incorporation
- --------------------------------------
The Company's Articles of Incorporation may not be amended
without the affirmative vote of at least a majority of the shares
of capital stock outstanding and entitled to vote thereon voting
together as a single class, provided that certain provisions of
the Articles of Incorporation may not be amended without the
approval of the holders of 80% of the shares of capital stock of
the Company outstanding and entitled to vote thereon voting
together as a single class. The Company's bylaws may be amended
by the Board of Directors or a majority of the shares cast of
capital stock entitled to vote thereupon at a duly constituted
meeting of shareholders.
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OPERATING PARTNERSHIP
- -----------------------------------------------------------------
Vote Required to Dissolve the Operating Partnership or the Company
- ------------------------------------------------------------------
Under the terms of the Partnership Agreement, the Operating
Partnership may be dissolved by, among other things, the vote of
the general partner and the holders of at least 90% of the
outstanding Units, including those Units held by the general
partner. As of March 14, 1997, the General Partner owned 90.5% of
the outstanding voting Units giving it effective control over
such decisions.
Vote Required to Sell Assets or Merge
-------------------------------------
Under the Partnership Agreement, the sale, exchange, transfer or
other disposition of all or substantially all of the Operating
Partnership's assets or the merger or consolidation of the
Operating Partnership requires the consent of the general partner
and holders of at least 90% of the outstanding Units (including
Units held by the general partner). As of March 14, 1997, the
General Partner owned 90.5% of the outstanding voting Units
giving it effective control over such decisions.
Compensation, Fees and Distributions
------------------------------------
The general partner does not receive any compensation for its
services as general partner of the Operating Partnership. As a
partner in the Operating Partnership, however, the general
partner has the same right to allocations and distributions as
other partners of the Operating Partnership. In addition, the
Operating Partnership reimburses the general partner for all
expenses incurred in connection with the business of the
Operating Partnership.
Liability of Investors
----------------------
Under the Partnership Agreement and applicable Indiana law, the
liability of the limited partners for the Operating Partnership's
debts and obligations is generally limited to the amount of their
investment in the Operating Partnership.
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COMPANY
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Vote Required to Dissolve the Operating Partnership or the Company
- ------------------------------------------------------------------
Under Indiana law, the Company may generally be dissolved by
(i) the affirmative vote of a majority of the entire Board of
Directors declaring such dissolution to be advisable and
directing that the proposed dissolution be submitted for
consideration at an annual or special meeting of shareholders,
and (ii) upon proper notice, shareholder approval by the
affirmative vote of the holders of a majority of the total number
of shares of Stock outstanding and entitled to vote thereon
voting as a single class.
Vote Required to Sell Assets or Merge
-------------------------------------
Under Indiana law, a corporation generally cannot sell
substantially all of its assets or merge without the approval of
the holders of a majority of the shares entitled to vote on the
matter. Indiana law and the Company's Articles of Incorporation
establish special requirements with respect to "business
combinations" between the Company and certain substantial
shareholders unless exemptions are applicable. Among other
things, the law prohibits for a period of five years a merger and
other specified or similar transactions between the Company and a
substantial shareholder and in some cases requires a majority
vote of the shares other than those owned by the substantial
shareholder for such transactions after the end of the five-year
period.
Compensation, Fees and Distributions
------------------------------------
The directors and officers of the Company receive compensation
for their services.
Liability of Investors
----------------------
Under Indiana law, shareholders are not personally liable for the
debts or obligations of the Company.
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OPERATING PARTNERSHIP
- -----------------------------------------------------------------
Nature of Investment
--------------------
The Units constitute equity interests entitling each limited
partner to a pro rata share of cash distributions made to the
limited partners of the Operating Partnership. The Operating
Partnership generally intends to retain and reinvest proceeds of
the sale of property or excess refinancing proceeds in its
business.
Potential Dilution of Rights
----------------------------
The general partner of the Operating Partnership is authorized,
in its sole discretion and without limited partner approval, to
cause the Operating Partnership to issue additional limited
partnership interests and other equity securities for any
partnership purpose at any time to the limited partners or to
other persons on terms established by the general partner.
Liquidity
---------
The limited partners generally may not transfer their Units
without the prior written consent of the Company as general
partner, which consent may be given or withheld by the Company in
its sole and absolute discretion, except in certain limited
circumstances specified in the Partnership Agreement. No
transferee will be admitted to the Operating Partnership as a
substitute limited partner having the rights of a limited partner
without the consent of the Company as the general partner and
provided that certain other conditions are met, including an
agreement to be bound by the terms and conditions of the
Partnership Agreement.
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COMPANY
- -----------------------------------------------------------------
Nature of Investment
--------------------
The shares of Common Stock constitute equity interests in the
Company. The Company is entitled to receive its pro rata share
of distributions made by the Operating Partnership with respect
to the Units, and each shareholder will be entitled to his pro
rata share of any dividends or distributions paid with respect to
the Common Stock. The dividends payable to the shareholders are
not fixed in amount and are only paid if, when and as declared by
the Board of Directors. In order to qualify as a REIT, the
Company must distribute 95% of its taxable income (excluding
capital gains), and any taxable income (including capital gains)
not distributed will be subject to corporate income tax.
Potential Dilution of Rights
----------------------------
The Board of Directors of the Company may issue, in its
discretion, additional shares of Common Stock and have the
authority to issue from the authorized capital stock a variety of
other equity securities of the Company with such powers,
preferences and rights as the Board of Directors may designate at
the time. The issuance of additional shares of either Common
Stock or other similar equity securities may result in the
dilution of the interests of the shareholders.
Liquidity
---------
Upon the effectiveness of the Registration Statement of which
this Prospectus is a part, the Exchange Shares issued upon
exchange of Units will be freely transferable as registered
securities under the Securities Act. The Common Stock is listed
on the NYSE. The breadth and strength of this market will depend,
among other things, upon the number of shares outstanding, the
Company's financial results and prospects, the general interest
in the Company's portfolio and in real estate investments
generally and the Company's dividend yield compared to that of
other debt and equity securities.
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
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<PAGE>
the Common Stock must also be beneficially owned by 100 or more
persons during at least 335 years of a taxable year or during a
proportionate part of a shorter taxable year. Because the Company
expected 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.
FEDERAL INCOME TAX CONSIDERATIONS
GENERAL
The following discussion summarizes all material Federal
income tax consequences to an investor in shares of Common Stock.
Such discussion is based upon current law. The discussion is
focused on the classification of the Company as a REIT and does
not address all tax considerations applicable to prospective
investors, nor does the discussion give a detailed description of
any state, local, or foreign tax considerations. This discussion
does not describe all of the aspects of Federal income taxation
that may be relevant to a prospective shareholder in light of his
or her particular circumstances or to certain types of
shareholders (including insurance companies, tax exempt entities,
financial institutions or broker dealers, foreign corporations
and persons who are not citizens or residents of the United
States) subject to special treatment under the Federal income tax
laws. As used in this section, the term "Company" refers solely
to Duke Realty Investments, Inc.
EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT WITH HIS OR
HER OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO
HIM OR HER OF THE ACQUISITION, OWNERSHIP AND SALE OF COMMON STOCK
IN AN ENTITY ELECTING TO BE TAXED AS A REAL ESTATE INVESTMENT
TRUST, INCLUDING THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF
SUCH ACQUISITION, OWNERSHIP, SALE AND ELECTION AND OF POTENTIAL
CHANGES IN APPLICABLE TAX LAWS.
TAXATION OF THE COMPANY
GENERAL. The Company expects to continue to be taxed as a
REIT for Federal income tax purposes. Management believes that
the Company was organized and has operated in such a manner as to
meet the requirements for qualification and taxation as a REIT
under the Code, and that the Company intends to continue to
operate in such a manner. No assurance, however, can be given
that the Company will continue to operate in a manner so as to
remain qualified as a REIT.
In the opinion of Bose McKinney & Evans which has acted as
counsel to the Company ("Counsel"), 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, and the
assumptions and representations referred to below are true, the
proposed methods of operation of the Company, the Operating
Partnership and the Services Partnership will permit the Company
to continue to qualify to be taxed as a REIT for its current and
subsequent taxable years. This opinion is based upon certain
assumptions relating to the organization and operation of DSI,
the Operating Partnership and the Services Partnership 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
the Services Partnership. The opinion is further based upon the
Company's receipt of a letter ruling from the IRS dated September
30, 1994, which concluded that the Company's and the Operating
Partnership's distributive shares of the gross income of the
Services Partnership will be in proportion to their respective
percentage shares of the capital interests of the partners of the
Services Partnership. Counsel is not aware of any facts or
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<PAGE>
circumstances which are inconsistent with these assumptions and
representations. Unlike a tax ruling, an opinion of counsel is
not binding upon the IRS, and no assurance can be given that the
IRS will not challenge the status of the Company as a REIT for
Federal income tax purposes. The Company's qualification and
taxation as a REIT has depended and will depend upon, among other
things, the Company's ability to meet on a continuing basis,
through ownership of assets, actual annual operating results,
receipt of qualifying real estate income, distribution levels and
diversity of stock ownership, the various qualification tests
imposed under the Code discussed below. Counsel has not reviewed
past compliance with these tests and will not review compliance
with these tests on a periodic or continuing basis. Accordingly,
no assurance can be given respecting the satisfaction of such
tests. See "Taxation of the Company - Failure to Qualify."
The following is a general summary of the Code sections
which govern the Federal income tax treatment of a REIT and its
shareholders. These sections of the Code are highly technical and
complex. This summary is qualified in its entirety by the
applicable Code provisions, Treasury Regulations, and
administrative and judicial interpretations thereof as currently
in effect.
If the Company qualifies for taxation as a REIT and
distributes to its shareholders at least 95% of its REIT taxable
income, it generally is not subject to Federal corporate income
taxes on net income that it currently distributes to
shareholders. This treatment substantially eliminates the "double
taxation" (at the corporate and shareholder levels) that
generally results from investment in a corporation. However, the
Company will be subject to Federal income tax as follows: (i) the
Company will be taxed at regular corporate rates on any
undistributed REIT taxable income, including undistributed net
capital gains; (ii) under certain circumstances, the Company may
be subject to the "alternative minimum tax" on its items of tax
preference, if any; (iii) if the Company has net income from
prohibited transactions (which are, in general, certain sales or
other dispositions of property other than foreclosure property
held primarily for sale to customers in the ordinary course of
business), such income will be subject to a 100% tax; (iv) if the
Company should fail to satisfy the 75% gross income test or the
95% gross income test (as discussed below), and has nonetheless
maintained its qualification as a REIT because certain other
requirements have been met, it will be subject to a 100% tax on
the gross income attributable to the greater of the amount by
which the Company fails the 75% or 95% test, multiplied by a
fraction intended to reflect the Company's profitability; (v) if
the Company should fail to distribute during each calendar year
at least the sum of (1) 85% of its REIT ordinary income for such
year; (2) 95% of its REIT capital gain net income for such year;
and (3) any undistributed taxable income from prior years, it
would be subject to a 4% excise tax on the excess of such
required distribution over the amounts actually distributed; (vi)
if the Company has (1) net income from the sale or other
disposition of "foreclosure property" (which is, in general,
property acquired by the Company by foreclosure or otherwise on
default on a loan secured by the property) which is held
primarily for sale to customers in the ordinary course of
business; or (2) other non-qualifying income from foreclosure
property, it will be subject to tax on such income at the highest
corporate rate; and (vii) if the Company acquires any asset from
a C corporation (i.e., generally a corporation subject to tax at
the corporate level) in a transaction in which the basis of the
asset in the Company's hands is determined by reference to the
basis of the asset (or any other property) in the hands of the C
corporation, and the Company recognizes gain on the disposition
of such asset during the 10-year period (the "Restriction
Period") beginning on the date on which such asset was acquired
by the Company, then, pursuant to guidelines issued by the IRS,
the excess of the fair market value of such property at the
beginning of the applicable Restriction Period over the Company's
adjusted basis in such asset as of the beginning of such
Restriction Period will be subject to a tax at the highest
regular corporate rate. The results described above with respect
to the recognition of built in gain assume that the Company will
make an election pursuant to IRS Notice 88-19 or applicable
future administrative rules or Treasury Regulations.
REQUIREMENTS FOR QUALIFICATION. The Code defines a REIT as
a corporation, trust or association: (1) which is managed by one
or more trustees or directors; (2) the beneficial ownership of
which is evidenced by transferable shares or by transferable
certificates of beneficial interest; (3) which would be taxable
as a domestic corporation but for Sections 856 through 859 of the
Code; (4) which is neither a financial institution nor an
insurance company subject to certain provisions of the Code; (5)
which has the calendar year as its taxable year; (6) the
beneficial ownership of which is held by 100 or more persons; (7)
during the last half of each taxable year not more than 50% in
value of the outstanding stock of which is owned, directly or
indirectly, by five or fewer individuals (as defined in the Code
to include certain entities); and (8) which meets certain income
and assets tests, described below. The Company believes it
currently satisfies all requirements.
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INCOME TESTS. In order to qualify as a REIT, there are
three gross income tests that must be satisfied annually. First,
at least 75% of the Company's gross income (excluding gross
income from prohibited transactions) for each taxable year must
be derived directly or indirectly from investments relating to
real property (including "rents from real property," gain from
the sale of real property and, in certain circumstances,
interest) or from qualified types of temporary investments.
Second, at least 95% of the Company's gross income (excluding
gross income from prohibited transactions) for each taxable year
must be derived from the same items which qualify under the 75%
income test or from dividends, interest and gain from the sale or
disposition of stock or securities, or from any combination of
the foregoing. Third, less than 30% of the Company's gross income
(including gross income from prohibited transactions) must be
derived from gain in connection with the sale or other
disposition of stock or securities held for less than one year,
property in a prohibited transaction, and real property held for
less than four years (other than involuntary conversions and
foreclosure property).
Rents received by the Company will qualify as "rents from
real property" in satisfying the gross income tests for a REIT
described above only if several conditions (related to the
relationship of the tenant to the Company, the method of
determining the rent payable and nature of the property leased)
are met. The Company does not anticipate receiving rents in
excess of a de minimis amount that fail to meet these conditions.
Finally, for rents received to qualify as "rents from real
property," the Company generally must not operate or manage the
property or furnish or render services to tenants, other than
through an "independent contractor" that is adequately
compensated and from whom the Company derives no income;
provided, however, that the Company may perform services "usually
or customarily rendered" in connection with the rental of space
for occupancy only and not otherwise considered "rendered to the
occupant" ("Permissible Services").
The Company provides certain management, development,
construction and other tenant related services (collectively,
"Real Estate Services") with respect to the Properties through
the Operating Partnership, which is not an independent
contractor. Management believes that the material services
provided to tenants by the Operating Partnership are Permissible
Services. To the extent services to tenants do not constitute
Permissible Services, such services are performed by an
independent contractor.
The Company derives a portion of its income from the
Operating Partnership's interest as a limited partner in the
Services Partnership and its ownership of DSI which is a general
partner of the Services Partnership. The Services Partnership
receives fees for Real Estate Services with respect to properties
that are not owned directly by the Operating Partnership, which
fees will not qualify as rents from real property. In addition,
the Services Partnership receives fees in consideration for the
performance of management and administrative services with
respect to Properties not entirely owned by the Operating
Partnership. All or a portion of such management and
administrative fees will also not qualify as "rents from real
property" for purposes of the 75% or 95% gross income tests.
Pursuant to Treasury Regulations, a partner's capital interest in
a partnership determines its proportionate interest in the
partnership's gross income from partnership assets for purposes
of the 75% and 95% gross income tests. For this purpose, the
capital interest of a partner is determined by dividing its
capital account by the sum of all partners' capital accounts. The
partnership agreement of the Services Partnership provides for
varying allocations of income which differ from capital
interests, subject to certain limitations on the aggregate amount
of gross income which may be allocated to the Operating
Partnership and DSI. The Company has obtained a letter ruling
from the IRS that allocations according to capital interests are
proper for applying the 75% and 95% gross income tests. Thus, for
purposes of these gross income tests, the Services Partnership
allocates its gross income to the Operating Partnership and DSI
based on their respective share of the Services Partnership's
capital accounts. Although certain of the Real Estate Services
fees allocated from the Services Partnership do not qualify under
the 75% or 95% gross income tests as "rents from real property,"
the Company believes that, at least presently and in the near
term, the aggregate amount of such fees (and any other non-
qualifying income) allocated to the Company in any taxable year
will not cause the Company to exceed the limits on non-qualifying
income under the 75% or 95% gross income tests described above.
If the Company fails to satisfy one or both of the 75% or
95% gross income tests for any taxable year, it may nevertheless
qualify as a REIT for such year if it is entitled to relief under
certain provisions of the Code. It is not possible, however, to
state whether in all circumstances the Company would be entitled
to the benefit of these relief provisions. Even if these relief
provisions apply, a tax would be imposed on certain excess net
income.
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ASSET TESTS. In order for the Company to maintain its
qualification as a REIT, at the close of each quarter of its
taxable year, it must also satisfy three tests relating to the
nature of its assets. First, at least 75% of the value of the
Company's total assets must be represented by "real estate
assets," cash, cash items, and government securities. Second, not
more than 25% of the Company's total assets may be represented by
securities other than those in the 75% assets class. Third, of
the assets held in securities other than those in the 75% assets
class, the value of any one issuer's securities owned by the
Company may not exceed 5% of the value of the Company's total
assets, and the Company may not own more than 10% of any one
issuer's outstanding voting securities (excluding securities of a
qualified REIT subsidiary [as defined in the Code] or another
REIT).
The Company is deemed to directly hold its proportionate
share of all real estate and other assets of the Operating
Partnership and should be considered to hold its proportionate
share of all assets deemed owned by the Operating Partnership and
DSI through their ownership of partnership interests in the
Services Partnership and other partnerships. As a result,
management believes that more than 75% of the Company's assets
are real estate assets. In addition, management does not expect
the Company to hold (1) any securities representing more than 10%
of any one issuer's voting securities other than DSI, which is a
qualified REIT subsidiary, nor (2) securities of any one issuer
exceeding 5% of the value of the Company's gross assets
(determined in accordance with generally accepted accounting
principles).
ANNUAL DISTRIBUTION REQUIREMENTS. The Company, in order to
qualify as a REIT, generally must distribute dividends (other
than capital gain dividends) to its shareholders in an amount at
least equal to (A) the sum of (i) 95% of the Company's "REIT
taxable income" (computed without regard to the dividends paid
deduction and the Company's net capital gain), and (ii) 95% of
the net income (after tax), if any, from foreclosure property,
minus (B) the sum of certain items of non-cash income. In
addition, if the Company disposes of any asset during its
Restriction Period, the Company will be required to distribute at
least 95% of the built-in gain (after tax), if any, recognized on
the disposition of such asset. Such distributions must be paid in
the taxable year to which they relate, or in the following
taxable year if declared before the Company timely files its tax
return for such year and if paid on or before the first regular
dividend payment after such declaration. To the extent that the
Company does not distribute all of its net capital gain or
distributes at least 95%, but less than 100%, of its "REIT
taxable income," as adjusted, it will be subject to tax on the
undistributed amount at regular capital gains and ordinary
corporate tax rates. Furthermore, if the Company should fail to
distribute during each calendar year at least the sum of (i) 85%
of its REIT ordinary income for such year, (ii) 95% of its REIT
net capital gain income for such year, and (iii) any
undistributed taxable income from prior periods, the Company will
be subject to regular capital gains and ordinary corporate tax
rates on undistributed income and also may be subject to a 4%
excise tax on undistributed income in certain events. The Company
believes that it has made and intends to continue to make timely
distributions sufficient to satisfy the annual distribution
requirements. In this regard, the partnership agreement of the
Operating Partnership authorizes the Company, as general partner,
to take such steps as may be necessary to cause the Operating
Partnership to distribute to its partners an amount sufficient to
permit the Company to meet these distribution requirements. It is
possible, however, that the Company, from time to time, may not
have sufficient cash or other liquid assets to meet the 95%
distribution requirement due primarily to the expenditure of cash
for nondeductible expenses such as principal amortization or
capital expenditures. In such event, the Company may borrow or
may cause the Operating Partnership to arrange for short-term or
other borrowing to permit the payment of required dividends or
pay dividends in the form of taxable stock dividends. If the
amount of nondeductible expenses exceeds non-cash deductions, the
Operating Partnership may refinance its indebtedness to reduce
principal payments and borrow funds for capital expenditures.
FAILURE TO QUALIFY. If the Company fails to qualify for
taxation as a REIT in any taxable year, the Company will be
subject to tax (including any applicable corporate alternative
minimum tax) on its taxable income at regular corporate rates.
Unless entitled to relief under specific statutory provisions,
the Company also will be disqualified from taxation as a REIT for
the four taxable years following the year during which
qualification was lost. It is not possible to state whether in
all circumstances the Company would be entitled to such statutory
relief.
TAXATION OF THE COMPANY'S SHAREHOLDERS
TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS. As long as the
Company qualifies as a REIT, dividend distributions made to the
Company's taxable domestic shareholders (generally shareholders
who are (i) citizens or
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<PAGE>
residents of the United States, (ii) corporations, partnerships
or other entities created or organized in or under the laws of
the United States or any political subdivision thereof, or (iii)
estates or trusts the income of which is subject to United States
Federal income taxation regardless of its source) will be taken
into account by them as ordinary income to the extent of the
Company's current or accumulated earnings and profits. Corporate
shareholders will not be entitled to the dividends received
deduction.
Any dividend declared by the Company in October, November or
December of any year payable to a shareholder of record on a
specific date in any such month shall be treated as both paid by
the Company and received by the shareholder on December 31 of
such year, provided that the dividend is actually paid by the
Company during January of the following calendar year.
Distributions in excess of current and accumulated earnings and
profits will not be taxable to a shareholder to the extent that
they do not exceed the adjusted basis of the shareholder's shares
of Common Stock, but rather will reduce the adjusted basis of
such shares. To the extent that such distributions exceed the
adjusted basis of a shareholder's shares of Common Stock, they
will be included in income as long-term capital gain assuming the
shares are a capital asset in the hands of the shareholder.
Certain distributions may be designated as capital gain
dividends and will be taxed as long-term capital gains (to the
extent they do not exceed the Company's actual net capital gain
for the taxable year) without regard to the period for which the
shareholder has held its stock. However, corporate shareholders
may be required to treat up to 20% of certain capital gain
dividends as ordinary income.
Shareholders may not include in their individual income tax
returns any net operating losses or capital losses of the
Company. In general, a shareholder will realize capital gain or
loss on the disposition of shares of Common Stock equal to the
difference between the sales price and the adjusted tax basis of
such shares. Gain or loss realized upon the sale or exchange of
Common Stock by a shareholder who has held such Common Stock for
more than one year generally will be treated as long-term gain or
loss, respectively, and otherwise will be treated as short-term
capital gain or loss. However, losses incurred upon a sale or
exchange of shares of Common Stock by a shareholder who has held
such shares for six months or less (after applying certain
holding period rules) will be deemed a long-term capital loss to
the extent of any capital gain dividends received by the selling
shareholder with respect to such Common Stock.
Distributions from the Company and gain from the disposition
of shares will not be treated as passive activity income for
purposes of the passive activity loss limitation. Distributions
from the Company (to the extent they do not constitute a return
of capital) will generally be treated as investment income for
purposes of the investment interest limitation. Gain from the
disposition of shares generally will not be treated as investment
income unless the taxpayer elects to have the gain taxed at
ordinary income rates.
BACKUP WITHHOLDING. The Company will report to its
shareholders and the IRS the amount of dividends paid during each
calendar year, and the amount of tax withheld, if any, with
respect thereto. Under the backup withholding rules, a
shareholder may be subject to backup withholding at the rate of
31% with respect to dividends paid unless such holder (a) is a
corporation or comes within certain other exempt categories and,
when required, demonstrates this fact, or (b) provides a taxpayer
identification number, certifies as to no loss of exemption from
backup withholding, and otherwise complies with applicable
requirements of the backup withholding rules. A shareholder who
does not provide the Company with its correct taxpayer
identification number may also be subject to penalties imposed by
the IRS. Any amount paid as backup withholding will be creditable
against the shareholder's income tax liability. In addition, the
Company may be required to withhold a portion of capital gain
distributions made to any shareholders who fail to certify their
non-foreign status to the Company. Additional issues may arise
pertaining to information reporting and backup withholding with
respect to non-U.S. shareholders, and non-U.S. shareholders
should consult their tax advisors with respect to any such
information reporting and backup withholding requirements.
OTHER TAX CONSIDERATIONS
EFFECT OF TAX STATUS OF OPERATING PARTNERSHIP AND SERVICES
PARTNERSHIP AND OTHER PARTNERSHIPS ON REIT QUALIFICATION. All of
the Company's investments are through DSI and the Operating
Partnership, which in turn hold interests in other partnerships,
including the Services Partnership. The Company believes that the
Operating Partnership, and each other partnership in which it
holds an interest, is properly treated as a partnership for tax
purposes
-19-
<PAGE>
(and not as an association taxable as a corporation). If,
however, the Operating Partnership were treated as an association
taxable as a corporation, the Company would cease to qualify as a
REIT. If the Services Partnership or any of the other
partnerships were treated as an association taxable as a
corporation and the Operating Partnership's interest in such
partnership exceeded 10% of the partnership's voting interests or
the value of such interest exceeded 5% of the value of the
Company's assets, the Company would cease to qualify as a REIT.
Furthermore, in such a situation, any partnerships treated as a
corporation would be subject to corporate income taxes, and
distributions from any such partnership to the Company would be
treated as dividends, which are not taken into account in
satisfying the 75% gross income test described above and which
therefore could make it more difficult for the Company to meet
the 75% asset test described above.
TAX ALLOCATIONS WITH RESPECT TO THE PROPERTIES. The
Operating Partnership was formed by way of contributions of
appreciated property (including certain of the Properties) to the
Operating Partnership. When property is contributed to a
partnership in exchange for an interest in the partnership, the
partnership generally takes a carryover basis in that property
for tax purposes equal to the adjusted basis of the contributing
partner in the property, rather than a basis equal to the fair
market value of the property at the time of contribution (this
difference is referred to as "Book- Tax Difference"). The
partnership agreement of the Operating Partnership requires
allocations of income, gain, loss and deduction with respect to a
contributed Property be made in a manner consistent with the
special rules of Section 704(c) of the Code and the regulations
thereunder, which will tend to eliminate the Book-Tax Differences
with respect to the contributed Properties over the life of the
Operating Partnership. However, because of certain technical
limitations, the special allocation rules of Section 704(c) may
not always entirely eliminate the Book-Tax Differences on an
annual basis or with respect to a specific taxable transaction
such as a sale. Thus, the carryover basis of the contributed
Properties in the hands of the Operating Partnership could cause
the Company (i) to be allocated lower amounts of depreciation and
other deductions for tax purposes than would be allocated to the
Company if all Properties were to have a tax basis equal to their
fair market value at the time of contribution, and (ii) possibly
to be allocated taxable gain in the event of a sale of such
contributed Properties in excess of the economic or book income
allocated to the Company as a result of such sale. The foregoing
principles also apply in determining the earnings and profits of
the Company for purposes of determining the portion of
distributions taxable as dividend income. The application of
these rules over time may result in a higher portion of
distributions being taxed as dividends than would have occurred
had the Company purchased its interests in the Properties at
their agreed values.
STATE AND LOCAL TAXES. The Company or its shareholders or
both may be subject to state, local or other taxation in various
state, local or other jurisdictions, including those in which
they transact business or reside. The tax treatment in such
jurisdictions may differ from the Federal income tax consequences
discussed above.
FOREIGN SHAREHOLDERS. The rules governing United States
income taxation of nonresident alien individuals, foreign
corporations, foreign partnerships, and foreign trust and estates
(collectively, "Non-U.S. Shareholders") are quite complex.
Certain distributions paid by the Company to Non-U.S.
Shareholders will be subject to U.S. tax withholding. Prospective
Non-U.S. Shareholders should consult with their own tax advisors
to determine the impact of Federal, state and local income tax
laws on an investment in the Company, and to determine their
reporting requirements, if any.
Holders of Units intending to exchange their Units for
shares of Common Stock are urged to consult with their own tax
advisors with respect to Federal, state, local and other tax laws
applicable to their specific situations.
SELLING SHAREHOLDERS
As described elsewhere herein, the Selling Shareholders are
persons who have received or will receive Exchange Shares of
Common Stock in exchange for Units. The following table provides
the names of and the number of Exchange Shares of Common Stock
beneficially owned and offered hereby by each Selling
Shareholder. As the Selling Shareholders may sell all, some or
none of their Exchange Shares, no estimate can be made of the
aggregate number of Exchange Shares that are to be offered
hereby, or the aggregate number of shares of Common Stock that
will be owned by each Selling Shareholder upon completion of the
offering to which this Prospectus relates.
The Exchange Shares offered by this Prospectus may be
offered from time to time by the Selling Shareholders named
below:
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<PAGE>
<TABLE>
<CAPTION>
NUMBER OF EXCHANGE SHARES
BENEFICIALLY OWNED AND
NAME(1) OFFERED HEREBY
- ------------------------------------ -------------------------
<S> <C>
Ronald Weiser 763
Lizmark Trust #1 269
McKinley Associates, Inc. 673
St. Mary's Church 32
St. Mary's Church 27
Theatrical Managers, Inc.. 13,214
Harry Glassenberg, Trustee for the
Harry Glassenberg Trust. 315
Ethel Glassenberg 87
Lee Kaplan 209
Arthur P. Donner 206
Greater Cincinnati Foundation 138
Laurence & Susan Spector, JT 524
Estate of Frances Feder 209
CCSL&G Development Company 11,187
Tamara Wilkow Bezark 176
Marc R. Wilkow 3,588
Brenda Wilkow 118
Clifton Wilkow 2,472
Clifton J. Wilkow Revocable Trust 1,080
Gisa W. Slonim Irrevocable Trust 58
David W. Harvey 327
Rosa Rosales So 2,237
Norman Rodin Custodian for
Jennifer Buntman, UGMA 1,466
Alan Buntman Pension Fund 615
Alex F. & Phyllis A. Kato 52
Alex F. & Phyllis A. Kato JT TEN. 101
First Wilkow Venture 25,000
John S. Veres 2,500
Henry Rogoff 105
Albert C. Cattel Revocable Trust 524
Norman Rodin Trust 597
Marilyn Rodin Trust 536
Simon S. & Sara S. Shapiro 209
Beata Rothner 73
Aaron D. & Doris L. Cushman 628
Ronald G. Neff 700
------
Total 71,015
======
</TABLE>
(1) Selling Shareholders that are entities may distribute
Exchange Shares to their equity owners prior to sale under this
prospectus. Any such persons will be identified by a supplement
to this prospectus.
PLAN OF DISTRIBUTION
This Prospectus relates to the offer and sale from time to time
of Exchange Shares by persons who have received or will receive
Exchange Shares without registration. The Company has registered
the Exchange Shares for sale to provide the Selling Shareholders
with freely tradable securities, but registration of such shares
does not necessarily mean that all or any of such shares will be
offered or sold by the Selling Shareholders. The Company will not
receive any proceeds from the offering by the Selling
Shareholders or from the issuance of the Exchange Shares to
holders of Units upon receiving a notice of exchange (but it will
acquire from such holders the Units tendered for exchange).
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<PAGE>
Subject to the terms and conditions contained in the
partnership agreement, as amended, of the Operating Partnership
(the "Partnership Agreement"), the Company, as general partner of
the Operating Partnership, has agreed to exchange all or a
portion of the Units held by limited partners in the Operating
Partnership other than the Company for shares of Common Stock at
a ratio determined in accordance with the Partnership Agreement.
Following any such exchange, the Company will become the owner of
the Units so exchanged.
Pursuant to the Partnership Agreement, each Unitholder wishing
to exchange Units for Common Stock must deliver a notice of
exchange to the Company substantially in the form prescribed by
the Partnership Agreement. The notice of exchange will be
effective as to any such Unitholder on a date 10 business days
after receipt by the Company of the notice of exchange.
The Common Stock is listed on the NYSE.
The Selling Shareholders may from time to time offer the
Exchange Shares in one or more transactions (which may involve
block transactions) on the NYSE or otherwise, in special
offerings, exchange distributions or secondary distributions
pursuant to and in accordance with the rules of the NYSE, in the
over-the-counter market, in negotiated transactions, through the
writing of options on the Exchange Shares (whether such options
are listed on an options exchange or otherwise), or a combination
of such methods of sale, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at
negotiated prices.
The Selling Shareholders may effect such transactions by
selling Exchange Shares to or through broker-dealers or through
other agents, and such broker-dealers or agents may receive
compensation in the form of commissions from the Selling
Shareholders, which will not exceed those customary in the types
of transactions involved, and/or the purchasers of Exchange
Shares for whom they may act as agent. The Selling Shareholders
and any dealers or agents that participate in the distribution of
Exchange Shares may be deemed to be "underwriters" within the
meaning of the Securities Act and any profit on the sale of
Exchange Shares by them and any commissions received by any such
dealers or agents might be deemed to be underwriting commissions
under the Securities Act.
In the event of a "distribution" of the shares, Selling
Shareholders, any selling broker-dealer or agent and any
"affiliated purchasers" may be subject to Regulation M under the
Exchange Act, which would prohibit, with certain exceptions, any
such person from bidding for or purchasing any security which is
the subject of such distribution until his participation in that
distribution is completed. In addition, Regulation M may prohibit
any "stabilizing bid" or "stabilizing purchase" for the purpose
of pegging, fixing or stabilizing the price of Common Stock in
connection with this Offering.
In order to comply with the securities laws of certain states,
if applicable, the Exchange Shares may be sold only through
registered or licensed brokers or dealers. In addition, in
certain states, the Exchange Shares may not be sold unless they
have been registered or qualified for sale in such state or an
exemption from such registration or qualification requirement is
available and is complied with.
LEGAL OPINIONS
The legality of the Securities offered hereby is being passed
upon for the Company by Bose McKinney & Evans, Indianapolis,
Indiana. The descriptions of Federal income tax matters
contained in this Prospectus entitled "Tax Consequences of
Exchange" and "Federal Income Tax Considerations" are also based
on the opinion of Bose McKinney & Evans. 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.
EXPERTS
The Consolidated Financial Statements and Financial Statement
Schedule of the Company as of December 31, 1996 and 1995 and for
each of the years in the three-year period ended December 31,
1996 incorporated herein by reference have been incorporated
herein in reliance on the report of KPMG Peat Marwick LLP,
independent certified public accountants, also incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing.
-22-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $ 888
Printing and Engraving Expenses 1,000
Legal Fees and Expenses 10,000
Accounting Fees and Expenses 1,000
Blue Sky Fees and Expenses 1,000
Miscellaneous 1,000
------
Total $14,888
======
</TABLE>
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 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.
II-1
<PAGE>
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.
5 Opinion and consent of Bose McKinney & Evans regarding legality
of the securities being registered.
8 Opinion and consent of Bose McKinney & Evans regarding tax matters.
23 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
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, 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-2
<PAGE>
(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 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Indianapolis, State of Indiana, on March 31, 1997.
Duke Realty Investments, Inc.
By: /s/ Darell E. Zink, Jr.
---------------------------
Executive Vice President
Duke Realty Limited Partnership
By: Duke Realty Investments, Inc.
General Partner
By: /s/ Darell E. Zink, Jr.
---------------------------
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below on the dates
indicated 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
Ngaire E. Cuneo* Director
------------------
Ngaire E. Cuneo
II-4
<PAGE>
Howard L. Feinsand* Director
-------------------
Howard L. Feinsand
John D. Peterson* Director
-------------------
John D. Peterson
James E. Rogers* Director
-------------------
James E. Rogers
L. Ben Lytle* Director
-------------------
L. Ben Lytle
Jay J. Strauss* Director
-------------------
Jay J. Strauss
* By: /s/ Dennis D. Oklak
-------------------
Dennis D. Oklak
Attorney-in-Fact
II-5
Exhibit 5
BOSE McKINNEY & EVANS
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
March 31, 1997
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 shelf registration by the Company of
71,015 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock") to be sold by certain
shareholders in connection with the exchange for Common
Stock of units of partnership interest of Duke Realty
Limited Partnership. 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
Duke Realty Investments, Inc.
March 31, 1997
Page 2
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.
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
133364
EXHIBIT 8
BOSE McKINNEY & EVANS
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
March 31, 1997
Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Gentlemen:
We have acted as counsel to Duke Realty Investments, Inc.
(the "Company") with respect to the preparation of a Registration
Statement on Form S-3 for the sale by certain Selling
Shareholders of 71,015 shares of common stock, par value $.01 per
share (the "Registration Statement"). In connection therewith,
you have requested our opinion with respect to the Company's
continued qualification as a real estate investment trust
("REIT") under the Internal Revenue Code of 1986, as amended (the
"Code"). You have also requested our opinion regarding the tax
consequences of an exchange by holders of units of partnership
interest ("Units") in Duke Realty Limited Partnership (the
"Operating Partnership") for shares of common stock ("Stock") of
the Company. All capitalized terms used herein have their
respective meanings as set forth in the Registration Statement
unless otherwise stated. The Company is an Indiana corporation
which has qualified as a REIT within the meaning of Section
856(a) of the Code, for each of its taxable years from and
including the first taxable year for which it made an election to
be taxed as a REIT, and intends to continue to so qualify.
In rendering the opinions stated below, we have examined and
relied, with your consent, upon the following:
(i) The Registration Statement;
<PAGE>
Duke Realty Investments, Inc.
March 31, 1997
Page 2
(ii) The First Amended and Restated Agreement of Limited
Partnership of the Operating Partnership and subsequent
amendments thereto;
(iii) The First Amended and Restated Agreement of Limited
Partnership of the Services Partnership;
(iv) Such other documents, records and instruments as we
have deemed necessary in order to enable us to render the opinion
referred to in this letter.
In our examination of the foregoing documents, we have
assumed, with your consent, that (i) all documents reviewed by us
are original documents, or true and accurate copies of original
documents, and have not been subsequently amended, (ii) the
signatures on each original document are genuine, (iii) each
party who executed the document had proper authority and
capacity, (iv) all representations and statements set forth in
such documents are true and correct, (v) all obligations imposed
by any such documents on the parties thereto have been or will be
performed or satisfied in accordance with their terms and (vi)
the Company, the Operating Partnership and the Services
Partnership at all times will be organized and operated in
accordance with the terms of such documents. We have further
assumed the accuracy of the statements and descriptions of the
Company's, the Operating Partnership's and the Services
Partnership's intended activities as described in the
Registration Statement and the reports incorporated therein by
reference.
For purposes of rendering the opinions stated below, we have
also assumed, with your consent, the accuracy of the
representations contained in the Certificate of Representations
dated March 31, 1997 provided to us by the Company, the Operating
Partnership and the Services Partnership. These representations
generally relate to the classification and operation of the
Company as a REIT and the organization and operation of the
Operating Partnership and the Services Partnership. Our opinions
<PAGE>
Duke Realty Investments, Inc.
March 31, 1997
Page 3
are further based upon the Company's receipt of a letter ruling
from the Internal Revenue Service ("IRS") dated September 30,
1994 which concluded that the Company's and the Operating
Partnership's distributive shares of the gross income of the
Services Partnership will be in proportion to their respective
percentage shares of the capital interests of the partners of the
Services Partnership.
We have also reviewed the Registration Statement as to its
sections concerning the tax consequences of the exchange of Units
for Stock. As discussed in the Registration Statement, for tax
purposes, the holders of Units will be treated as if they sold
their Units for an amount equal to the value of the Stock
received plus the amount of any Operating Partnership liabilities
allocable to such Units.
Based upon and subject to the foregoing, we are of the
opinion that:
1. Assuming the Company was organized in conformity with
and has satisfied the requirements for qualification
and taxation as a REIT under the Code for each of its
taxable years from and including the first taxable year
for which the Company made the election to be taxed as
a REIT, the proposed methods of operation of the
Company, the Operating Partnership and the Services
Partnership as described in the Registration Statement
and as represented by the Company, the Operating
Partnership and the Services Partnership will permit
the Company to continue to qualify to be taxed as a
REIT for its current and subsequent taxable years; and
2. The tax consequences of the exchange of Units for Stock
will be consistent with the discussion contained in the
Registration Statement.
The opinions set forth in this letter represent our
conclusions as to the application of federal income tax laws
<PAGE>
Duke Realty Investments, Inc.
March 31, 1997
Page 4
existing as of the date of this letter to the transactions
described herein. We can give no assurance that legislative
enactments, administrative changes or court decisions may not be
forthcoming that would modify or supersede our opinions.
Moreover, there can be no assurance that positions contrary to
our opinions will not be taken by the IRS, or that a court
considering the issues would not hold contrary to such opinions.
Further, the opinions set forth above represent our conclusion
based upon the documents, facts and representations referred to
above. Any material amendments to such documents, changes in any
significant facts or inaccuracy of such representations could
affect the opinions referred to herein. Although we have made
such inquiries and performed such investigations as we have
deemed necessary to fulfill our professional responsibilities as
counsel, we have not undertaken an independent investigation of
the facts referred to in this letter.
We express no opinion as to any federal income tax issue or
other matter except those set forth or confirmed above. We
consent to the filing of this opinion as an exhibit to the
Registration Statement
Very truly yours,
BOSE McKINNEY & EVANS
133376
Exhibit 23
The Board of Directors
Duke Realty Investments, Inc.:
We consent to the use of our report on the consolidated financial
statements of Duke Realty Investments, Inc. and subsidiaries and
the related financial statement schedule as of December 31, 1996
and 1995 and for each of the years in the three-year period ended
December 31 , 1996, which report appears in the annual report on
Form 10-K of Duke Realty Investments, Inc., incorporated herein
by reference, and to the reference to our firm under the heading
"Experts" in the registration statement.
KPMG Peat Marwick, LLP
Indianapolis, Indiana
March 28, 1997
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of various securities (the "Securities") of Duke
Realty Investments, Inc. (the "Company") and Duke Realty Limited
Partnership, any or all pre-effective amendments or post-
effective amendments to the Registration Statement (which
amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the
offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may
do or cause to be done by virtue hereof.
Dated: March 26, 1997 /s/ Geoffrey Button
________________
Geoffrey Button
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of various securities (the "Securities") of Duke
Realty Investments, Inc. (the "Company") and Duke Realty Limited
Partnership, any or all pre-effective amendments or post-
effective amendments to the Registration Statement (which
amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the
offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may
do or cause to be done by virtue hereof.
Dated: March 18, 1997 /s/ Ngaire E. Cuneo
_______________
Ngaire E. Cuneo
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of various securities (the "Securities") of Duke
Realty Investments, Inc. (the "Company") and Duke Realty Limited
Partnership, any or all pre-effective amendments or post-
effective amendments to the Registration Statement (which
amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the
offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may
do or cause to be done by virtue hereof.
Dated: March 18, 1997 /s/ Howard L. Feinsand
__________________
Howard L. Feinsand
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of various securities (the "Securities") of Duke
Realty Investments, Inc. (the "Company") and Duke Realty Limited
Partnership, any or all pre-effective amendments or post-
effective amendments to the Registration Statement (which
amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the
offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may
do or cause to be done by virtue hereof.
Dated: March 17, 1997 /s/ L. Ben Lytle
________________
L. Ben Lytle
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of various securities (the "Securities") of Duke
Realty Investments, Inc. (the "Company") and Duke Realty Limited
Partnership, any or all pre-effective amendments or post-
effective amendments to the Registration Statement (which
amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the
offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may
do or cause to be done by virtue hereof.
Dated: March 20, 1997 /s/ John D. Peterson
_________________
John D. Peterson
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of various securities (the "Securities") of Duke
Realty Investments, Inc. (the "Company") and Duke Realty Limited
Partnership, any or all pre-effective amendments or post-
effective amendments to the Registration Statement (which
amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the
offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may
do or cause to be done by virtue hereof.
Dated: March 19, 1997 /s/ James E. Rogers
_______________
James E. Rogers
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of various securities (the "Securities") of Duke
Realty Investments, Inc. (the "Company") and Duke Realty Limited
Partnership, any or all pre-effective amendments or post-
effective amendments to the Registration Statement (which
amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the
offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may
do or cause to be done by virtue hereof.
Dated: March 23, 1997 /s/ Daniel C. Staton
________________
Daniel C. Staton
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of various securities (the "Securities") of Duke
Realty Investments, Inc. (the "Company") and Duke Realty Limited
Partnership, any or all pre-effective amendments or post-
effective amendments to the Registration Statement (which
amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the
offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may
do or cause to be done by virtue hereof.
Dated: March 18, 1997 /s/ Jay J. Strauss
________________
Jay J. Strauss
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr. and Dennis D. Oklak, and each of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-3 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of various securities (the "Securities") of Duke
Realty Investments, Inc. (the "Company") and Duke Realty Limited
Partnership, any or all pre-effective amendments or post-
effective amendments to the Registration Statement (which
amendments may make such changes in and additions to the
Registration Statement as such attorneys-in-fact may deem
necessary or appropriate), and any registration statement for the
offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may
do or cause to be done by virtue hereof.
Dated: March 20, 1997 /s/ John W. Wynne
_______________
John W. Wynne
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Darell E.
Zink, Jr. and Dennis D. Oklak, and each of them, his attorneys-in-
fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign a
Registration Statement on Form S-3 under the Securities Act of
1933 (the "Registration Statement") for the registration of
various securities (the "Securities") of Duke Realty Investments,
Inc. (the "Company") and Duke Realty Limited Partnership, any or
all pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: March 18, 1997 /s/ Thomas L. Hefner
_________________
Thomas L. Hefner
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner and Dennis D. Oklak, and each of them, his attorneys-in-
fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign a
Registration Statement on Form S-3 under the Securities Act of
1933 (the "Registration Statement") for the registration of
various securities (the "Securities") of Duke Realty Investments,
Inc. (the "Company") and Duke Realty Limited Partnership, any or
all pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: March 18, 1997 /s/ Darell E. Zink, Jr.
___________________
Darell E. Zink, Jr.
