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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 11, 1997
DUKE REALTY INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-9044 35-1740409
(State or jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317) 574-3531
Not applicable
(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Exhibit
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1 Terms Agreement dated September 11, 1997, which is being filed
pursuant to Regulation S-K Item 601(b)(1) in lieu of filing the
otherwise required exhibit to the registration statement on Form
S-3 of the Registrant, file no. 333-04695, under the Securities
Act of 1933, as amended (the "Registration Statement"), and which,
as this Form 8-K filing is incorporated by reference in the
Registration Statement, is set forth in full in the Registration
Statement.
8 Tax opinion of Bose McKinney & Evans, including consent, which is
being filed pursuant to Regulation S-K Item 601(b)(8) in lieu of
filing the otherwise required exhibit to the Registration
Statement and which, as this Form 8-K filing is incorporated by
reference in the Registration Statement, is set forth in full in
the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
DUKE REALTY INVESTMENTS, INC.
Date: September 11, 1997 By: /s/ Dennis D. Oklak
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Dennis D. Oklak
Vice President
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DUKE REALTY INVESTMENTS, INC.
(an Indiana Corporation)
926,280 Common Shares
TERMS AGREEMENT
September 11, 1997
TO: Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1150
Indianapolis, IN 46240
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We understand that Duke Realty Investments, Inc., an
Indiana corporation (the "Company"), proposes to issue and sell
926,280 shares of common stock (the "Common Stock" (such Common
Stock being hereinafter referred to as the "Securities").
Subject to the terms and conditions set forth or incorporated by
reference herein, we offer to purchase the Securities at the
purchase price set forth below.
The Securities shall have the following terms:
Title of Securities: Common Stock
Number of Shares: 926,280
Public offering price per share: $21.50
Purchase price per share: $20.425
Number of Option Securities: N/A
Underwriter: Smith Barney, Inc.
Additional terms, if any: In addition to the provisions of Section 9
of the Underwriting Agreement referred to
below, Smith Barney, Inc. may terminate
this Terms Agreement, by notice to the
Company, at any time prior to the Closing
Time if there has occurred
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any material adverse change in the
financial markets in the United States or
internationally or any outbreak of
hostilities or escalation of existing
hostilities or other calamity or crisis
the effect of which on the financial
markets of the United States or
internationally is such as to make it, in
the judgment of Smith Barney, Inc.,
impracticable or inadvisable (i) to
commence or continue the offering of the
units of The Equity Focus Trusts - REIT
Portfolio Series, 1997 (the "Trust") to
the public or (ii) to enforce contracts
for the sale of the units of the Trust.
Closing Time, date and location: September 16, 1997, 10:00 a.m.,
New York City Time,
Rogers & Wells, 200 Park Avenue,
New York, York 10166.
All the provisions contained in the document attached as
Annex A hereto entitled "Duke Realty Investments, Inc. and Duke
Realty Limited Partnership -- Common Stock, Preferred Stock,
Depositary Shares and Debt Securities -- Underwriting Agreement"
are incorporated by reference in their entirety herein and shall
be deemed to be a part of this Terms Agreement to the same extent
as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined.
2
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Please accept this offer no later than six o'clock P.M. (New
York City time) on September 11, 1997 by signing a copy of this
Terms Agreement in the space set forth below and returning the
signed copy to us.
Very truly yours,
SMITH BARNEY INC.
BY: /s/ James C. Cowles
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Name:James C. Cowles
Title:Managing Director
CONFIRMED AND ACCEPTED:
as of the date first above written
DUKE REALTY INVESTMENTS, INC.
BY: /s/ Dennis D. Oklak
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Name: Dennis D. Oklak
Title: Vice President and Treasurer
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BOSE McKINNEY & EVANS
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
September 11, 1997
Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Gentlemen:
We have acted as counsel to Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), in connection with the shelf registration by
the Company of shares of the Company's common stock ("Common Stock")
pursuant to a Registration Statement, file no. 333-04695 (the "Registration
Statement"), on Form S-3 under the Securities Act of 1933, as amended. The
Company has filed a prospectus supplement (the "Prospectus Supplement")
relating to the offering of 926,280 shares of Common Stock. In connection
therewith, you have requested our opinion regarding certain United States
Federal income tax matters discussed in the Prospectus Supplement. All
capitalized terms used herein have their respective meanings as set forth
in the Prospectus Supplement and accompanying Prospectus unless otherwise
stated.
In rendering the opinions stated below, we have examined and relied,
with your consent, upon the Prospectus Supplement and the accompanying
prospectus and 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.
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Duke Realty Investments, Inc.
September 11, 1997
Page 2
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, and (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.
Based upon and subject to the foregoing, we are of the opinion that
the impact of the Taxpayer Relief Act of 1997 upon the Company and the tax
consequences of the ownership of Common Stock will be consistent with the
discussion contained in the section entitled "Certain Federal Income Tax
Considerations" in the Prospectus Supplement.
The opinions set forth in this letter represent our conclusions as to
the application of federal income tax laws existing as of the date of this
letter to the transactions described herein. We can give no assurance that
legislative enactments, administrative changes or court decisions may not
be forthcoming that would modify or supersede our opinions. Moreover,
there can be no assurance that positions contrary to our opinions will not
be taken by the IRS, or that a court considering the issues would not hold
contrary to such opinions. Further, the opinions set forth above represent
our conclusions 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.
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Duke Realty Investments, Inc.
September 11, 1997
Page 3
We express no opinion as to any federal income tax issue or other
matter except those set forth or confirmed above. We consent to the filing
of this opinion with Form 8-K, to the incorporation by reference of this
opinion as an exhibit to the registration statement of the Company and Duke
Realty Limited Partnership (file no. 333-04695) and any registration
statement filed under Rule 462(b) relating to such registration statement
and to the reference to our firm under the heading "Legal Matters" in the
Prospectus Supplement."
Very truly yours,
/s/ Bose McKinney & Evans
