SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DUKE REALTY INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1740409
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
(Address of principal executive offices) (Zip Code)
1995 KEY EMPLOYEES' STOCK OPTION PLAN
1995 DIVIDEND INCREASE UNIT PLAN
DIRECTORS' STOCK PAYMENT PLAN
(Full title of the plans)
THOMAS L. HEFNER
PRESIDENT
DUKE REALTY INVESTMENTS, INC.
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
(Name and address of agent for service)
(317) 846-4700
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered (1) share (2) price fee
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 207,944 $15.3125 $ 3,184,125.50 $ 964.89
- --------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 217,710 $16.0625 $ 3,496,966.88 $1,059.69
- --------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 235,682 $19.4375 $ 4,581,068.88 $1,388.20
- --------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 85,000 $21.5625 $ 1,832,812.50 $ 555.40
- --------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 3,500 $23.0625 $ 80,718.75 $ 24.46
- --------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 10,000 $22.75 $ 227,500.00 $ 68.94
- --------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 606,204 $22.71875 $13,772,197.13 $4,173.39
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
</TABLE>
(1) Any additional shares to be issued as a result of stock dividends,
stock splits or similar transactions prior to the termination of this
Registration Statement shall be covered by this Registration Statement
as provided in Rule 416.
(2) Determined pursuant to Rule 457(c) and (h) using established option
price and average of reported high and low prices on November 7, 1997.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, all of which are on file with the Securities and
Exchange Commission (the "Commission "), are hereby incorporated by
reference in this registration statement:
(a) The Annual Report on Form 10-K for Duke Realty Investments, Inc.
(the "Company ") for the fiscal year ended December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal periods
ended March 31, 1997 and June 30, 1997;
(c) The Company's Proxy Statement dated March 20, 1997;
(d) The description of the Common Stock of the Company contained
in the Registration Statement on Form 10, File No. 1-9044, as
amended; and
(e) The Company's Form 8-K dated November 10, 1997.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such
reports and documents.
For purposes of this Registration Statement, any statement contained in a
report, document or appendix incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded to the extent that a statement contained in this Registration
Statement or in any subsequently filed report, document or appendix which
also is or is deemed incorporated by reference modifies or supersedes such
statement in such report, document or appendix. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Upon the written or oral request of any person to whom this Registration
Statement has been delivered, the Company will provide without charge to
such person a copy of any and all of the information (excluding exhibits
thereto unless such exhibits are specifically incorporated by reference
into such information) that has been incorporated by reference into this
Registration Statement but not delivered herewith. Requests should be
directed to Investor Relations at the following address and telephone
number: 8888 Keystone Crossing, Suite 1200, Indianapolis, Indiana 46240,
(317) 574-3512.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby
will be passed on for the Company by Bose McKinney & Evans, Indianapolis,
Indiana. 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.
ITEM 6. 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 Duke Realty
Limited Partnership (the "Operating Partnership") and Duke Realty Services
Limited Partnership (the "Services 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
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<PAGE>
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 proceedings in
advance of their final disposition and the right to enforce indemnification
claims against the Company by bringing suit against the Company.
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 the
Services 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 the Services Partnership and
its partners, respectively, to substantially the same extent limited under
the Company's Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of Duke Realty
Investments, Inc., incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-3, as amended, of Duke Realty
Investments, Inc. and Duke Realty Limited Partnership, File No. 33-61361.
4.2 Amended and Restated Bylaws of Duke Realty Investments, Inc.,
incorporated by reference to Exhibit 3.2 to the Registration Statement
on Form S-3, as amended, of Duke Realty Investments, Inc. and Duke
Realty Limited Partnership, File No. 33-61361.
4.3 Amendment of Amended and Restated By-Laws of Duke Realty Investments, Inc.
5 Opinion and consent of Bose McKinney & Evans regarding the legality of
the securities being registered.
15 Awareness Letter of KPMG Peat Marwick LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Bose McKinney & Evans (included in Exhibit 5).
24 Powers of Attorney.
-4-
<PAGE>
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby 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) 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 (A)(1)(i) and (A)(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.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by Rule 3-19 to Regulation S-X at the
start of any delayed offering or throughout a continuous offering.
B. The undersigned registrant hereby 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.
-5-
<PAGE>
C. 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 foregoing provisions, 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.
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-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on November 12, 1997.
DUKE REALTY INVESTMENTS, INC.
By: /s/ Dennis D. Oklak
-------------------------
Dennis D. Oklak
Executive Vice President and
Chief Administrative Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on November 12, 1997, 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
Thomas L. Hefner Chief Executive Officer
(Principal Executive Officer)
-6-
<PAGE>
Darell E. Zink, Jr.*
----------------------- Director and Executive Vice President,
Darell E. Zink, Jr. Chief Financial Officer and Assistant
Secretary (Principal Accounting Officer)
Geoffrey Button*
----------------------- Director
Geoffrey Button
Ngaire E. Cuneo*
----------------------- Director
Ngaire E. Cuneo
Howard L. Feinsand*
----------------------- Director
Howard L. Feinsand
L. Ben Lytle*
----------------------- Director
L. Ben Lytle
John D. Peterson*
----------------------- Director
John D. Peterson
James E. Rogers*
----------------------- Director
James E. Rogers
Daniel C. Staton*
----------------------- Director
Daniel C. Staton
Jay J. Strauss*
----------------------- Director
Jay J. Strauss
*By: /s/ Dennis D. Oklak
-----------------------
Dennis D. Oklak
Attorney-in-Fact
-7-
EXHIBIT 4.3
AMENDMENT OF AMENDED AND RESTATED BY-LAWS
Section 5.08 of the Amended and Restated By-Laws of Duke
Realty Investments, Inc. is amended to read as follows:
SECTION 5.08. NUMBER OF DIRECTORS AND CLASSIFICATION OF
BOARD DIRECTORS
(a) The number of Directors shall be twelve (12).
(b) There shall be three (3) classes of Directors,
each class to be as nearly equal in number as possible. The
Directors of one class have been elected for a term expiring
in 1998; the Directors of a second class have been elected
for a term expiring in 1999; and the Directors of a third
class have been elected for a term expiring in 2000. At each
annual meeting of the shareholders, one (1) class of Directors
shall be elected for a term of three (3) years, or until their
successors have been duly elected and qualified, to replace those
Directors whose terms expire at such annual meeting.
Exhibit 5
BOSE McKINNEY & EVANS
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
November 7, 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 shares of the
Company's Common Stock, par value $.01 per share (the
"Common Stock") to be sold by the Company in connection with
certain of the Company's 1995 Key Employees' Stock Option
Plan, 1995 Dividend Increase Unit Plan and Directors' Stock
Payment Plan (collectively, the "Plans"). The Common Stock
is the subject of a Registration Statement, as amended (the
"Registration Statement") filed by the Company on Form S-8
under the Securities Act of 1933, as amended.
We have examined photostatic copies of the Company's Amended
and Restated Articles of Incorporation and Amended and
Restated Bylaws and such other documents and instruments as
we have deemed necessary to enable us to render the opinion
set forth below. We have assumed the conformity to the
originals of all documents submitted to us as photostatic
copies, the authenticity of the originals of such documents,
and the genuineness of all signatures appearing thereon.
Based upon and subject to the foregoing, it is our opinion
that the Common Stock has been duly authorized by all
necessary corporate action of the Company and when (a) the
applicable provisions of the Securities Act of 1933 and such
state "blue sky" or securities laws as may be applicable
have been complied with and (b) any shares of Common Stock
to be issued by the Company have been issued and delivered
as described in the Plans, such shares of Common Stock will
be legally issued, fully paid, and nonassessable.
<PAGE>
Duke Realty Investments, Inc.
November 7, 1997
Page 2
We do not hold ourselves out as being conversant with the
laws of any jurisdiction other than the federal laws of the
United States and the laws of the State of Indiana and,
therefore, this opinion is limited to such laws of those
jurisdictions.
We consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-8 filed under the
Securities Act of 1933 relating to the Common Stock.
Very truly yours,
BOSE McKINNEY & EVANS
EXHIBIT 15
The Board of Directors
DUKE REALTY INVESTMENTS, INC.:
With respect to the accompanying registration statement, we
acknowledge our awareness of the use therein of our reports dated
May 5, 1997 and July 31, 1997 related to our review of interim
financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such
reports are not considered a part of a registration statement
prepared or certified by an accountant, or reports prepared or
certified by an accountant within the meaning of Section 7 and 11
of the Act.
KPMG Peat Marwick LLP
Indianapolis, Indiana
November 10, 1997
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
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. We also consent to the use of our report on the
combined statement of revenues and certain expenses of the Group
A Properties for the year ended December 31, 1996, which report
appears in Form 8-K of Duke Realty Investments, Inc. incorporated
herein by reference.
KPMG Peat Marwick, LLP
Indianapolis, Indiana
Nvoember 10, 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-8 under the Securities Act of 1933 (the "Registration
Statement") for the registration of the Common Stock (the
"Securities") of Duke Realty Investments, Inc. (the
"Company") and 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 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-8 under the Securities Act of 1933 (the "Registration
Statement") for the registration of the Common Stock (the
"Securities") of Duke Realty Investments, Inc. (the
"Company") and 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 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-8 under the Securities Act of 1933 (the "Registration
Statement") for the registration of the Common Stock (the
"Securities") of Duke Realty Investments, Inc. (the
"Company") and 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 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-8 under the Securities Act of 1933 (the "Registration
Statement") for the registration of the Common Stock (the
"Securities") of Duke Realty Investments, Inc. (the
"Company") and 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 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-8 under the Securities Act of 1933 (the "Registration
Statement") for the registration of the Common Stock (the
"Securities") of Duke Realty Investments, Inc. (the
"Company") and 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 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-8 under the Securities Act of 1933 (the "Registration
Statement") for the registration of the Common Stock (the
"Securities") of Duke Realty Investments, Inc. (the
"Company") and 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 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-8 under the Securities Act of 1933 (the "Registration
Statement") for the registration of the Common Stock (the
"Securities") of Duke Realty Investments, Inc. (the
"Company") and 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 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-8 under the Securities Act of 1933 (the "Registration
Statement") for the registration of the Common Stock (the
"Securities") of Duke Realty Investments, Inc. (the
"Company") and 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 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-8 under the Securities Act of 1933 (the "Registration
Statement") for the registration of the Common Stock (the
"Securities") of Duke Realty Investments, Inc. (the
"Company") and 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 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-8
under the Securities Act of 1933 (the "Registration
Statement") for the registration of the Common Stock (the
"Securities") of Duke Realty Investments, Inc. (the
"Company") and 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 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-8
under the Securities Act of 1933 (the "Registration
Statement") for the registration of the Common Stock (the
"Securities") of Duke Realty Investments, Inc. (the
"Company") and 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 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.
