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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): December 18, 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 December 18, 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: December 22, 1997 By: /s/ Dennis D. Oklak
-------------------------
Dennis D. Oklak
Executive Vice President and
Chief Administrative Officer
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DUKE REALTY INVESTMENTS, INC.
(an Indiana Corporation)
449,438 Common Shares
TERMS AGREEMENT
December 18, 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 understanding that Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), proposes to issue and sell 449,438 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: 449,438
Public offering price
per share: $22.25
Purchase price per share: $21.2487
Number of Option Securities: N/A
Underwriter: Legg Mason Wood Walker Incorporated
Underwriter's counsel Hunton & Williams
Additional terms, if any:(1) Sections 3(o) and 5(h) of the Underwriting
Agreement referred to below are inapplicable to
this transaction.
(2) Section 5(b)(1) of the Underwriting Agreement
referred to below is applicable to this
transaction only to the extent of items (i)
(with respect to the first and second sentences
only), (ii), (ix), (xii), (xiii), (xvi), (xvii),
(xviii)(with respect to the Company and the
Operating Partnership only), (xx), (xxiii),(xxv)
(with respect to the Company and the Operating
Partnership only) and (xxviii) (with respect to
which counsel shall list certain exceptions
thereto).
(3) Section 5(b)(2) of the Underwriting Agreement
referred to below is applicable to this
transaction only to the extent of items
5(b)(1)(ix)(with respect to the first and last
sentences only), 5(b)(1)(xiii)(with respect to
the first clause only), 5(b)(1)(xxiii) and
5(b)(1)(xxiv).
(4) In addition to the provisions of Section 9 of
the Underwriting Agreement referred to below,
Legg Mason Wood Walker Incorporated 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 Legg Mason Wood
Walker Incorporated, impracticable or inadvisable
(i) to commence or continue the offering of the
units of Legg Mason REIT Trust, December 1997
Series (the "Trust") to the public or (ii) to
enforce contracts for the sale of the units of
the Trust.
Closing Time, date and
location: December 23, 1997, 8:30 a.m., E.S.T.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
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 December 18, 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,
LEGG MASON WOOD WALKER INCORPORATED
BY: /s/ Edmund J. Cashman, Jr.
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Name: Edmund J. Cashman, Jr.
Title:Senior Executive Vice President
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: Executive Vice President and
Chief Administrative Officer
3
BOSE McKINNEY & EVANS
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
December 18, 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 449,438 shares of Common
Stock. 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 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 following:
(i) The Prospectus Supplement and the accompanying prospectus;
(ii) The First Amended and Restated Agreement of Limited Partnership
of the Operating Partnership and subsequent amendments thereto;
(iii) The Second Amended and Restated Agreement of Limited Partnership
of the Services Partnership;
(iv) The Amended and Restated Articles of Incorporation of the Company;
and
(v) 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.
December 18, 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, (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, the Prospectus Supplement and the reports
incorporated in the Registration Statement 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 December 18, 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 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.
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, the
Prospectus Supplement and the reports incorporated in
the Registration Statement by reference 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 impact of the Taxpayer Relief Act of 1997 upon the
Company and its shareholders 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.
December 18, 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
