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 (I.R.S. Employer
of incorporation or organization) Identification No.)
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)
Dennis D. Oklak
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
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Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 5,000,000 $22.50 $112,500,000 $33,187.50
par value
Total 5,000,000 - $112,500,000 $33,187.50
</TABLE>
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(1) Estimated using June 23, 1998 data solely for the purpose of calculating
the registration fee pursuant to Rule 457(c).
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, DATED JUNE 25, 1998
(LOGO)
PROSPECTUS
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DUKE REALTY INVESTMENTS, INC.
DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
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COMMON STOCK $.01 PAR VALUE
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Duke Realty Investments, Inc. ("Duke" or the "Company") hereby offers
participation in its Direct Stock Purchase and Dividend Reinvestment Plan
(the "Plan"). The Plan is designed to provide Duke shareholders and other
investors with a convenient and economical method to purchase shares of the
Company's common stock, $.01 par value per share (the "Common Stock"), and
to reinvest all or a portion of their cash dividends in additional shares
of Common Stock. Some of the significant features of the Plan are as
follows:
Participants may purchase additional shares of Common Stock by
automatically reinvesting all or a portion of their cash dividends at
a 3% discount from current market prices.
Participants may purchase additional Common Stock by making optional
cash investments of $50 to $10,000 per month or by making an initial
optional cash investment of $250 to $10,000. Optional cash investments
in excess of $10,000 may be made with permission of the Company.
Participants may also make automatic monthly investments by
authorizing electronic funds transfers from Participants' banking or
checking accounts. Automated funds transfers may be for as little as
$25 per month, but in no case for more than $10,000 per month.
Common Stock will be purchased by the Administrator directly from the
Company or in open market or privately negotiated transactions, as
determined from time to time by the Company to fulfill requirements
for the Plan. At present, the Company expects that shares usually will
be purchased directly from the Company.
Common Stock purchased directly from the Company pursuant to an
optional cash investment of more than $10,000 (with permission of the
Company) may be priced at a discount from recent market prices
(determined in accordance with the Plan) ranging from 0% to 3%. The
discount is initially expected to be 0%, but may be adjusted by the
Company in its discretion at any time. No discount will be available
for Common Stock purchased in the open market or in privately
negotiated transactions.
Holders of shares currently enrolled in the Company's Direct Stock
Purchase and Dividend Reinvestment Plan will be automatically enrolled
in the new Plan.
Holders of shares in broker or nominee names may participate in the
Plan, in which case, brokers or nominees will reinvest dividends and
make optional cash investments on behalf of beneficial owners.
Participation in the Plan is entirely voluntary, and participants may
terminate their participation at any time. Shareholders that do not choose
to participate in the Plan will continue to receive cash dividends, as
declared, in the usual manner.
This Prospectus relates to 5,000,000 shares of Common Stock offered for
purchase under the Plan.
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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.
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The date of this Prospectus is , 1998.
<PAGE>
AVAILABLE INFORMATION
Duke Realty Investments 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"). Information as of a
particular date concerning Duke's directors and officers, their
remuneration, and any material interest of such persons in transactions
with Duke is disclosed in proxy statements distributed to Duke shareholders
and filed with the Commission. Such reports, proxy statements and other
information filed by Duke can be inspected and copied at prescribed rates
at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004, and at the
following Regional Offices of the Commission: Chicago Regional Office, 500
W. Madison Street, Suite 1400, Chicago, Illinois 60661 and New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New York
10048. The Company also files information electronically with the
Commission, and the Commission maintains a Web Site that contains reports,
proxy and information statements and other information regarding
registrants (including the Company) that file electronically with the
Commission. The address of the Commission's Web Site is
(http://www.sec.gov). In addition, such reports, proxy statements and other
information are available for inspection at the New York Stock Exchange
("NYSE"), 20 Broad Street, New York, New York 10005.
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, 1997.
2. The Company's Quarterly Report on Form 10-Q (file no. 1-9044) for the
quarter ended March 31, 1998.
3. The Company's Current Reports on Form 8-K (file no. 1-9044) filed
February 26, 1998, March 27, 1998, April 24, 1998 and April 27, 1998.
4. 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 (a "REIT") 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"), 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.
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, its telephone number is
(317) 574-3531, and its internet website is www.dukereit.com.
USE OF PROCEEDS
The Company does not know the number of shares of Common Stock that will
ultimately be purchased pursuant to the Plan, or the prices at which such
shares will be purchased. The proceeds from purchases of Common Stock under
the Plan will be used to continue the Company's real estate acquisition,
development and investment activities and for general corporate purposes.
Pending such uses, net proceeds may be invested temporarily in short-term
investments consistent with the Company's investment policies and
qualification as a REIT.
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<PAGE>
SUMMARY OF THE PLAN
The following summary description of the Duke Realty Investments Direct
Stock Purchase and Dividend Reinvestment Plan (the "Plan") is qualified by
reference to the full text of the Plan which is contained herein. Terms
used in the summary have the meanings attributed to them in the Plan.
PURPOSE OF PLAN
The purpose of the Plan is to provide Duke shareholders and other investors
with a convenient and economical method of purchasing shares of Common
Stock and/or investing all or a portion of their cash dividends in
additional shares of Common Stock. The Plan also provides the Company a
means of raising additional capital through the direct sale of Common
Stock.
PURCHASE PRICE
The price of shares acquired through the Plan as a result of the
reinvestment of dividends will be 97% of the greater of (i) the average of
the daily high and low prices reported by the New York Stock Exchange for
the five business days immediately preceding the Investment Date or (ii)
the average of the high and low prices reported by the New York Stock
Exchange for the Investment Date. The price of shares acquired through the
Plan via optional cash investments of $10,000 or less will be 100% of the
greater of (i) the average of the daily high and low prices reported by the
New York Stock Exchange for the five business days immediately preceding
the Investment Date or (ii) the average of the high and low prices reported
by the New York Stock Exchange for the Investment Date.
Shares purchased pursuant to a Request for Waiver (as described below) may
reflect a discount of 0% to 3% (the "Waiver Discount") from the market
price and will be based on the average of the daily high and low sales
prices of the Common Stock on the NYSE during a Pricing Period consisting
of ten Trading Days preceding the Investment Date. Shares purchased
pursuant to a Request for Waiver are also subject to a Threshold Price
provision, as described below.
PLAN LIMITATIONS
Optional cash investments are subject to a minimum investment of $50 and a
maximum investment of $10,000 per month. Investments made via automated
funds transfer may be for as little as $25 per month, however. Initial
optional cash investments by investors that are not shareholders of the
Company are subject to a minimum of $250 and a maximum of $10,000. The
$10,000 per month maximum may be waived only pursuant to a written request
approved by the Company ("Request for Waiver").
The reinvestment of cash dividends in additional shares of common stock is
not subject to a maximum limit and optional cash investments that do not
exceed $10,000 will not be subject to the Waiver Discount or to the
Threshold Price. However, the Company reserves the right to grant a
discount and set a minimum price in the future for such investments. The
Company also reserves the right to change the discount offered on shares
purchased with reinvested dividends.
Optional cash investments of less than $50 and that portion of any optional
cash investment that exceeds $10,000, unless such limit has been waived,
will be returned to the Participant without interest.
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<PAGE>
REQUEST FOR WAIVER
Optional Cash Investments made pursuant to a Request for Waiver are not
subject to a predetermined maximum limit on the amount of the investment or
on the number of shares that may be purchased. With respect to optional
cash investments in excess of $10,000 made pursuant to a Request for
Waiver, Duke may, in its sole discretion, establish each month a Waiver
Discount and a Threshold Price. The Waiver Discount, which may vary each
month between 0% and 3%, will be established by the Company after a review
of current market conditions, the level of participation, and current and
projected capital needs. The Threshold Price will be the minimum price
applicable to purchases of Common Stock in a given month. For each Trading
Day during the Pricing Period on which the Threshold Price is not satisfied,
one-tenth of a Participant's optional cash investment made pursuant to a
Request for Waiver will be returned without interest.
Because of certain tax concerns which the Company has as a REIT, a Request
for Waiver may only be considered for investors who certify that they are
NOT participating in the dividend reinvestment component of the Company's
plan. In deciding whether to approve a Request for Waiver, the Company will
also consider relevant factors including, but not limited to, whether the
Plan is then acquiring newly issued shares of Common Stock or acquiring
shares through open market purchases or privately negotiated transactions,
the Company's need for additional funds, the attractiveness of obtaining
such funds through the sale of Common Stock under the Plan in comparison to
other sources of funds, the purchase price likely to apply to any sale of
Common Stock under the Plan, the Participant submitting the request,
including the extent and nature of such Participant's prior participation
in the Plan and the number of shares of Common Stock held of record by such
Participant, and the aggregate amount of optional cash investments in
excess of $10,000 for which Requests for Waiver have been submitted by all
Participants. If Requests for Waiver are submitted for any Investment Date
for an aggregate amount in excess of the amount the Company is then willing
to accept, the Company may honor such requests by any method the Company
determines is appropriate.
Any person who acquires shares of Common Stock through the Plan and resells
them shortly before or after acquiring them may be considered to be an
underwriter within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"). The Company expects that certain persons will
acquire shares of Common Stock pursuant to a Request for Waiver and resell
such shares in order to obtain the financial benefit of any Waiver Discount
then being offered under the Plan. The Company has no arrangements or
understandings, formal or informal, with any person relating to a
distribution of shares to be received pursuant to the Plan. See "Plan of
Distribution and Underwriters".
NUMBER OF SHARES OFFERED
Initially, 5,000,000 shares of Common Offered Stock are authorized to be
issued and registered under the Securities Act for offering pursuant to the
Plan. Because the Company expects to continue the Plan indefinitely, it
expects to authorize for issuance and register under the Securities Act
additional shares from time to time as necessary for purposes of the Plan.
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<PAGE>
THE PLAN
The following questions and answers explain and constitute the Duke Realty
Investments Direct Stock Purchase and Dividend Reinvestment Plan, as in
effect beginning , 1998.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN? The purpose of the Plan is to provide
Duke shareholders and other investors with a convenient and economical
method to purchase shares of Common Stock and to reinvest all or a portion
of their cash dividends in additional shares of Common Stock. In addition,
the Plan will provide the Company with a means of raising additional
capital for general corporate purposes through sales of Common Stock under
the Plan. Whether significant additional capital is raised may be affected,
in part, by the Company's decision to waive the limitations applicable to
optional cash investments and by the Company's decision to sell newly
issued shares of Common Stock to fulfill the requirements of the Plan. See
Question 13 regarding the Company's criteria for granting a Request for
Waiver.
PARTICIPATION OPTIONS
2. WHAT OPTIONS ARE AVAILABLE UNDER THE PLAN? Registered holders or
beneficial owners of Common Stock and other interested investors may elect
to participate in the Plan (each a "Participant"). Participants may have
cash dividends on all or a portion of their shares automatically reinvested
in Common Stock. Even if they do not reinvest dividends, Participants may
make optional cash investments to purchase Common Stock, subject to a
minimum investment of $50 ($25 if made by automated funds transfer) and a
maximum investment of $10,000 per month. Interested investors that are not
shareholders of the Company may make an initial optional cash investment in
Common Stock of not less than $250 and not more than $10,000. In certain
instances, however, Duke may permit greater optional cash investments. See
Question 12 regarding optional cash investments and Question 13 regarding a
Request for Waiver.
BENEFITS AND DISADVANTAGES
3. WHAT ARE THE BENEFITS AND DISADVANTAGES OF THE PLAN?
BENEFITS
The Plan provides Participants the opportunity to automatically reinvest
cash dividends on all or a portion of their Common Stock in additional
shares of Common Stock at a 3% discount to market prices.
In addition to reinvestment of dividends, eligible shareholders may
purchase additional shares of Common Stock pursuant to optional cash
investments of not less than $50 and not more than $10,000 per month.
Optional cash investments may be made occasionally or at regular
intervals, as the Participants desire and may be made by automated funds
transfer for as little as $25 per month. Participants may make optional
cash investments even if dividends on their shares are not being
reinvested under the Plan.
Persons not presently shareholders of the Company may become
Participants by making an initial cash investment of not less than $250
and not more than $10,000 (except with the consent of the Company) to
purchase shares of Common Stock under the Plan.
Shares purchased directly from the Company under the Plan pursuant to a
Request for Waiver may be issued at a discount to the market price
without payment of brokerage commissions. Initially, optional cash
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<PAGE>
investments of less than $10,000 will not be subject to a discount, but
the Company reserves the right to grant a discount in the future.
Dividends and any optional cash investments will be fully invested
because the Plan permits fractional shares to be credited to
Participants' accounts. Dividends on whole and on fractional shares may
be reinvested in additional shares and such shares will be credited to
Participants' accounts. See Question 7.
Participants will avoid the need for safekeeping of certificates for
shares of Common Stock credited to their Plan accounts and may submit
for safekeeping certificates held by them and registered in their name.
See Questions 15 and 16.
Participants that are registered holders may direct the Administrator to
sell or transfer all or a portion of their shares held in the Plan. See
Question 17.
Periodic statements reflecting all current activity in Plan accounts,
including purchases, sales and latest balances, will simplify
recordkeeping for registered holders. See Question 18.
DISADVANTAGES
Participants may not be able to depend on the availability of a market
discount regarding shares acquired under the Plan. Initially, for
optional cash investments, no discount may be established for the
purchase of shares directly from the Company, and the granting of a
discount for one month will not insure the availability of a discount or
the same discount in future months. Each month, the Company may lower or
eliminate the discount without prior notice to Participants. The Company
may also, without prior notice to Participants, change its determination
as to whether Common Stock will be purchased by the Administrator
directly from the Company or in the open market or in privately
negotiated transactions from third parties (although the Company may not
effect such a change more than once in any three month period). See
Question 13.
Participants that reinvest cash dividends will be treated for federal
income tax purposes as having received a dividend on the dividend
payment date; such dividend may give rise to a liability for the payment
of income tax without providing Participants with immediate cash to pay
such tax when it becomes due. See Question 20.
Participants will not know the actual number of shares purchased under
the Plan until after the Investment Date. See Question 11 regarding the
timing of the purchase of shares.
The purchase price per share will be an average price and, therefore,
may exceed the price at which shares are trading on the Investment Date
when the shares are issued. See Questions 11 and 12 regarding the
purchase price of the shares.
Execution of sales of shares held in the Plan may be subject to delay.
See Questions 12 and 17.
No interest will be paid on funds held by the Company pending
reinvestment or investment. See Questions 12 and 14.
Shares deposited in a Plan account may not be pledged until the shares
are withdrawn from the Plan. See Question 26.
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<PAGE>
ADMINISTRATION
4. WHO WILL ADMINISTER THE PLAN? The Plan will be administered by
American Stock Transfer & Trust Company or such successor administrator as
Duke may designate (the "Administrator"). The Administrator acts as agent
for Participants, keeps records of the accounts of Participants, sends
regular account statements to Participants, and performs other duties
relating to the Plan. Shares purchased for each Participant under the Plan
will be held by the Administrator and will be registered in the name of the
Administrator or its nominee on behalf of the Participants, unless and
until a Participant requests that a stock certificate for all or part of
such shares be issued, as more fully described in Question 15. The
Administrator also serves as dividend disbursement agent, transfer agent,
and registrar for the Common Stock. Correspondence with the Administrator
should be sent to:
Duke Realty Investment Plan
c/o American Stock Transfer and Trust Company
Attention: Dividend Reinvestment Department
40 Wall Street
New York, NY 10005
Telephone: 1-800-278-4353 or 718-921-8283
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE? A "registered holder" (which means a
shareholder whose shares of Common Stock are registered in the stock
transfer books of Duke in his or her name) or a "beneficial owner" (which
means a shareholder whose shares of Common Stock are registered in a name
other than his or her name, for example, in the name of a broker, bank or
other nominee), may participate in the Plan. A registered holder may
participate in the Plan directly; a beneficial owner must either become a
registered holder by having such shares transferred into his or her name or
by making arrangements with his or her broker, bank or other nominee to
participate in the Plan on the Participant's behalf. In addition, an
interested investor that is not a shareholder may participate in the Plan
by making an initial optional cash investment in Common Stock of not less
than $250 or more than $10,000 unless granted a Request for Waiver (in
which case such initial investment may exceed $10,000). See Question 6
regarding enrollment.
The right to participate in the Plan is not transferable to another person
apart from a transfer of the underlying shares of Common Stock. Duke
reserves the right to exclude from participation in the Plan persons who
utilize the Plan to engage in short-term trading activities that cause
aberrations in the trading volume of the Common Stock.
Participants residing in jurisdictions in which their participation in the
Plan would be unlawful will not be eligible to participate in the Plan.
ENROLLMENT
6. HOW DOES AN ELIGIBLE HOLDER OF COMMON STOCK OR ANY OTHER INTERESTED
INVESTOR ENROLL IN THE PLAN AND BECOME A PARTICIPANT? All holders of
shares of Common Stock that are currently enrolled in the Duke Realty
Investments Direct Stock Purchase and Dividend Reinvestment Plan will
automatically become Participants in the new Plan.
A registered holder who is not currently enrolled in the Plan may become a
Participant by completing and signing an Enrollment Authorization Card and
returning it to the Administrator at the address set forth in Question 4.
An Enrollment Authorization Card may also be obtained at any time upon
request from the Administrator at the same address. If shares are
registered in more than one name (e.g., joint tenants, trustees), all
registered holders of such shares must sign the Enrollment Authorization
Card exactly as their names appear on the account registration.
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Eligible beneficial owners must instruct their brokers, banks or other
nominees in whose name their shares are held to participate in the Plan on
their behalf. If a broker, bank or other nominee holds shares of beneficial
owners through a securities depository, such broker, bank or other nominee
may also be required to provide a Broker and Nominee Form (a "B/N Form") to
the Administrator in order to participate in the optional cash investment
portion of the Plan. See Question 12. To participate only in the dividend
reinvestment feature of the Plan, eligible beneficial owners whose broker,
bank or nominee participates in the Depository Trust Company (DTC) dividend
reinvestment service, may be able to have their dividends reinvested at a
3% discount through the Plan. Those investors whose broker, bank or nominee
do not participate in the DTC reinvestment service will need to become
registered shareholders in order to participate in the dividend
reinvestment feature of the Plan and receive a 3% discount. A partial list
of brokers which the Company believes do participate in the DTC
reinvestment service include Merrill Lynch, Lehman Brothers, Prudential
Securities, A.G. Edwards & Sons, Paine Webber Inc., Raymond James &
Associates, Legg Mason Wood Walker, Stifel Nicolaus & Company, McDonald &
Company, Smith Barney, and Gruntal & Company. If a beneficial owner holds
shares through one of these firms he/she should be able to request that
their broker code their Duke shares for dividend reinvestment and their
dividends should be automatically reinvested at a 3% discount through the
Plan.
An interested investor that is not presently a shareholder of the Company,
but desires to become a Participant by making an initial investment in
Common Stock, may join the Plan by completing an Enrollment and Initial
Investment Form and forwarding it, together with such initial investment,
to the Administrator at the address set forth in Question 4. See Question
12 regarding initial optional cash investments. An Enrollment and Initial
Investment Form will be furnished by the Administrator upon request and is
also available in the Investor Information section of the Company's web
site at www.dukereit.com.
7. WHAT DO THE ENROLLMENT AUTHORIZATION CARD AND THE ENROLLMENT AND
INITIAL INVESTMENT FORM PROVIDE? Both the Enrollment and Initial
Investment Form and the Enrollment Authorization Card appoint the
Administrator as the Participant's agent for purposes of the Plan and
direct the Administrator to apply to the purchase of additional shares of
Common Stock all of the cash dividends on the specified number of shares of
Common Stock owned by the Participant on the applicable Record Date and
designated by the Participant to be reinvested through the Plan. The
Enrollment and Initial Investment Form and the Enrollment Authorization
Card also direct the Administrator to purchase additional shares of Common
Stock with any optional cash investments that the Participant may elect to
make.
While both the Enrollment Authorization Card (for registered shareholders
not already enrolled in the Plan) and the Enrollment and Initial Investment
Form (for investors not presently a Duke shareholder) direct the
Administrator to reinvest ALL cash dividends on shares enrolled in the Plan
("Full Dividend Reinvestment"), Participants may elect "Partial Dividend
Reinvestment" or "Optional Cash Investments Only". Any of these options may
be selected by providing a letter to the Administrator providing
instructions as to the number of shares, if any, for dividends to be paid
in cash.
FOR EACH METHOD OF DIVIDEND REINVESTMENT, CASH DIVIDENDS WILL BE REINVESTED
ON ALL SHARES OTHER THAN THOSE DESIGNATED FOR PAYMENT OF CASH DIVIDENDS IN
THE MANNER SPECIFIED ABOVE UNTIL THE PARTICIPANT SPECIFIES OTHERWISE OR
WITHDRAWS FROM THE PLAN ALTOGETHER, OR UNTIL THE PLAN IS TERMINATED.
8. WHEN WILL PARTICIPATION IN THE PLAN BEGIN? Participation as to
dividend reinvestment will commence with the next Investment Date after
receipt of either the Enrollment and Initial Investment Form or the
Enrollment Authorization Card, provided it is received by the Administrator
on or before the Record Date for the payment of the dividend. Participation
as to optional cash investments of $10,000 or less will commence with the
next Investment Date, provided the funds to be invested are received two
business days immediately preceding the Investment Date. See Questions 9
and 11 below to determine the applicable Pricing Period and Investment Date
for the reinvestment of dividends or optional cash investments of $10,000
or less. Should the funds to be invested arrive after the time indicated
above and before the next succeeding Investment Date, such funds will be
held without interest until they can be invested on the next Investment
Date.
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Eligible shareholders and other interested investors may enroll in the Plan
at any time. Once enrolled, a Participant will remain enrolled until the
Participant discontinues participation or until the Company terminates the
Plan. See Question 19 regarding withdrawal from the Plan and Question 26
regarding termination of the Plan.
PURCHASES
9. WHEN WILL SHARES BE ACQUIRED UNDER THE PLAN? If shares are being
acquired for the Plan directly from the Company, dividends and optional
cash investments will be reinvested or invested, as the case may be, on the
last business day of such month (in either case, the "Investment Date").
If shares are being acquired for the Plan through open market or privately
negotiated transactions, all dividends and all optional cash investments
will be applied to the purchase of Common Stock pursuant to the Plan as
soon as practicable on or after the applicable Investment Date.
In the past, dividend payment dates have occurred on or about the last
business day of each February, May, August, and November. This past pattern
with respect to timing of dividend payment dates is expected to be followed
generally in the future. Please see Appendix I for information with
respect to Investment Dates, Record Dates, and other data pertinent to a
Request for Waiver.
DIVIDENDS ARE PAID AS AND WHEN DECLARED BY THE COMPANY'S BOARD OF
DIRECTORS. THERE CAN BE NO ASSURANCE AS TO THE DECLARATION OR PAYMENT OF A
DIVIDEND, AND NOTHING CONTAINED IN THE PLAN OBLIGATES DUKE TO DECLARE OR
PAY ANY SUCH DIVIDEND ON COMMON STOCK. THE PLAN DOES NOT REPRESENT A
GUARANTEE OF FUTURE DIVIDENDS.
10. WHAT IS THE SOURCE OF SHARES TO BE PURCHASED UNDER THE PLAN? All
dividends reinvested through the Plan and all optional cash investments
will be used to purchase either newly issued shares directly from Duke or
shares on the open market or in privately negotiated transactions from
third parties, or a combination of both. Shares purchased directly from
Duke will consist of authorized but unissued shares of Common Stock.
11. AT WHAT PRICE WILL SHARES BE PURCHASED? The price of shares acquired
through the Plan as a result of the reinvestment of dividends will be 97%
of the greater of (i) the average of the daily high and low prices reported
by the New York Stock Exchange for the five business days immediately
preceding the Investment Date or (ii) the average of the high and low
prices reported by the New York Stock Exchange for the Investment Date. The
price of shares acquired through the Plan via optional cash investments of
$10,000 or less will be 100% of the greater of (i) the average of the daily
high and low prices reported by the New York Stock Exchange for the five
business days immediately preceding the Investment Date or (ii) the average
of the high and low prices reported by the New York Stock Exchange for the
Investment Date.
Shares purchased pursuant to a Request for Waiver (as described below) may
reflect a discount of 0% to 3% (the "Waiver Discount") from the market
price and will be based on the average of the daily high and low sales
prices of the Common Stock on the NYSE during a Pricing Period consisting
of ten Trading Days preceding the Investment Date. Shares purchased
pursuant to a Request for Waiver are also subject to a Threshold Price
provision, as described below.
12. HOW ARE OPTIONAL CASH INVESTMENTS MADE? All Plan Participants are
eligible to make optional cash investments at any time.
The Broker Nominee Form ("B/N Form") provides the sole means whereby a
broker, bank or other nominee holding shares on behalf of beneficial owners
in the name of a securities depository may make optional cash investments
on behalf of such beneficial owners. In such case, the broker, bank or
other nominee must use a B/N Form for transmitting optional cash
investments on behalf of the beneficial owners. A B/N Form must be
delivered to the Administrator at the address specified in Question 4 each
time that such broker, bank or other nominee transmits
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optional cash investments on behalf of the beneficial owners. B/N Forms will
be furnished by the Administrator upon request.
Other interested investors that are not shareholders of the Company are
also eligible to make an initial investment in Common Stock through an
optional cash investment by submitting an Enrollment and Initial Investment
Form.
Optional Cash Investments of $10,000 or less should be received by the
Administrator two business days before the Investment Date (the last
business day of each month). Optional Cash Investments greater than $10,000
per month and made pursuant to a Request for Waiver should be received by
the Administrator one business day before the commencement of the Pricing
Period in order to purchase shares of Common Stock on the next following
Investment Date (see Appendix I).
NO INTEREST WILL BE EARNED ON OPTIONAL CASH INVESTMENTS HELD PENDING
INVESTMENT. The Company suggests therefore that any optional cash
investment a Participant wishes to make be sent so as to reach the
Administrator as close as possible to the date it is due to the
Administrator. Any questions regarding these dates should be directed to
the Administrator at the address or telephone number set forth in Question
4.
Participants may also enroll in the Automatic Cash Investment Program by
completing an Automatic Cash Investment Application which is available upon
request to the Administrator or in the Investor Information section of the
Company's web site at www.dukereit.com. This form must be accompanied by a
voided bank check or deposit slip for the account from which the
Participant authorizes the Administrator to draw the funds. Once the form
is received and processed (which normally takes approximately two weeks)
funds will automatically be deducted from the designated account on the third
to last business day of each month and will be invested on the last business
day of each month. Automated funds transfers may be for as little as $25 per
month, but in no case for more than $10,000 per month.
Participants should be aware that since investments under the Plan are made
as of specified dates, one may lose any advantage that otherwise might be
available from being able to select the timing of an investment. NEITHER
THE COMPANY NOR THE ADMINISTRATOR CAN ASSURE A PROFIT OR PROTECT AGAINST A
LOSS ON SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN.
ALL OPTIONAL CASH INVESTMENTS MADE BY CHECK SHOULD BE MADE PAYABLE TO DUKE
INVESTMENT PLAN AND MAILED TO THE ADMINISTRATOR AT THE ADDRESS LISTED IN
QUESTION 4. OTHER FORMS OF PAYMENT, SUCH AS WIRE TRANSFERS, MAY BE MADE,
BUT ONLY IF APPROVED IN ADVANCE BY THE ADMINISTRATOR. INQUIRIES REGARDING
OTHER FORMS OF PAYMENTS AND ALL OTHER WRITTEN INQUIRIES SHOULD BE DIRECTED
TO THE ADMINISTRATOR AT THE ADDRESS LISTED IN QUESTION 4.
13. WHAT LIMITATIONS APPLY TO OPTIONAL CASH INVESTMENTS?
MINIMUM/MAXIMUM LIMITS. For any Investment Date, optional cash investments
made by shareholders of the Company are subject to a minimum of $50 and a
maximum of $10,000. Optional cash investments made by interested investors
who are not then shareholders of the Company are subject to a minimum
initial investment of $250 and a maximum of $10,000. See Question 9
regarding the determination of Investment Dates for optional cash
investments. Optional cash investments of less than the allowable monthly
minimum amount and that portion of any optional cash investment that
exceeds the allowable monthly maximum amount will be returned promptly to
Participants without interest, except as noted below.
REQUEST FOR WAIVER. Optional cash investments in excess of $10,000 per
month may be made only pursuant to a Request for Waiver accepted by the
Company. Because of certain tax concerns which the Company has as a REIT,
however, a Request for Waiver may only be considered for investors who
certify that they are not participating in the dividend reinvestment
component of the Plan. Participants who wish to submit an optional cash
investment in excess of $10,000 for any Investment Date must obtain the
prior written approval of the Company and a copy of such written
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approval must accompany any such optional cash investment. A Request for Waiver
should be sent to the Company via facsimile at (317) 574-6032 by 10:00 a.m.
Eastern Time on the day that is at least two business days prior to the
first day of an applicable Pricing Period. The Request for Waiver form will
be furnished by the Company or the Administrator upon request. THE COMPANY
HAS SOLE DISCRETION TO GRANT ANY APPROVAL FOR OPTIONAL CASH INVESTMENTS IN
EXCESS OF THE ALLOWABLE MAXIMUM AMOUNT. In deciding whether to approve a
Request for Waiver, the Company will consider relevant factors including,
but not limited to, whether the Plan is then acquiring newly issued shares
directly from the Company or acquiring shares in the open market or in
privately negotiated transactions from third parties, the Company's need
for additional funds, the attractiveness of obtaining such additional funds
through the sale of Common Stock as compared to other sources of funds, the
purchase price likely to apply to any sale of Common Stock, the Participant
submitting the request, the extent and nature of such Participant's prior
participation in the Plan, the number of shares of Common Stock held of
record by such Participant and the aggregate amount of optional cash
investments in excess of $10,000 for which Requests for Waiver have been
submitted by all Participants. If Requests for Waiver are submitted for any
Investment Date for an aggregate amount in excess of the amount the Company
is then willing to accept, the Company may honor such requests by any
method that the Company determines to be appropriate. With regard to
optional cash investments made pursuant to a Request for Waiver, the Plan
does not provide for a predetermined maximum limit on the amount that a
participant may invest or on the number of shares that may be purchased
pursuant.
DUKE RESERVES THE RIGHT TO MODIFY, SUSPEND OR TERMINATE PARTICIPATION IN
THE PLAN BY OTHERWISE ELIGIBLE REGISTERED HOLDERS OR BENEFICIAL OWNERS OF
COMMON STOCK FOR ANY REASON WHATSOEVER INCLUDING ELIMINATION OF PRACTICES
THAT ARE NOT CONSISTENT WITH THE PURPOSES OF THE PLAN.
THRESHOLD PRICE. Duke may establish for any Pricing Period a minimum price
(the "Threshold Price") applicable to optional cash investments made
pursuant to a Requests for Waiver. At least three business days prior to
the first day of the applicable Pricing Period, Duke will determine whether
to establish a Threshold Price, and if a Threshold Price is established,
its amount, and will so notify the Administrator. This determination will
be made by Duke in its discretion after a review of current market
conditions, the level of participation in the Plan, and current and
projected capital needs.
If established for any Pricing Period, the Threshold Price will be stated
as a dollar amount that the average of the high and low sale prices of the
Common Stock on the NYSE for each Trading Day of the relevant Pricing
Period must equal or exceed. In the event that the Threshold Price is not
satisfied for a Trading Day in the Pricing Period, then that Trading Day
will be excluded from the Pricing Period and all trading prices for that
day will be excluded from the determination of the Purchase Price. A day
will also be excluded if no trades of Common Stock are made on the NYSE for
that day. Thus, for example, if the Threshold Price is not satisfied for
three of the ten Trading Days in a Pricing Period, then the purchase price
will be based upon the remaining seven Trading Days in which the Threshold
Price was satisfied.
In addition, a portion of each optional cash investment will be returned
for each Trading Day of a Pricing Period in which the Threshold Price is
not satisfied or for each day in which no trades of Common Stock are
reported on the NYSE. The returned amount will equal one-tenth of the total
amount of such optional cash investment (not just the amount exceeding
$10,000) for each Trading Day that the Threshold Price is not satisfied.
Thus, for example, if the Threshold Price is not satisfied or no such sales
are reported for three of the ten Trading Days in a Pricing Period, 3/10
(i.e., 30%) of such optional cash investment will be returned to the
Participant without interest.
The establishment of the Threshold Price and the possible return of a
portion of the investment applies only to optional cash investments made
pursuant to a Request for Waiver. Setting a Threshold Price for a Pricing
Period shall not affect the setting of a Threshold Price for any subsequent
Pricing Period. For any particular month, Duke may waive its right to set a
Threshold Price. Neither Duke nor the Administrator shall be required to
provide any written notice to Participants as to the Threshold Price for
any Pricing Period. Participants may, however, ascertain whether a
Threshold Price has been set or waived for any given Pricing Period by
telephoning Duke at (317) 574-3572 to hear a pre-recorded message.
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WAIVER DISCOUNT. Each month, at least three business days prior to the
first day of the applicable Pricing Period, Duke may establish a discount
from the market price applicable to optional cash investments made pursuant
to a Request for Waiver. Such discount (the "Waiver Discount") may be
between 0% and 3% of the purchase price and may vary each month, but once
established will apply uniformly to all optional cash investments made
pursuant to a Request for Waiver for that month. The Waiver Discount will
be established in Duke's sole discretion after a review of current market
conditions, the level of participation in the Plan, and current and
projected capital needs. Participants may obtain the Waiver Discount
applicable to the next Pricing Period by telephoning Duke at (317) 574-3572
to hear a pre-recorded message. Setting a Waiver Discount for a particular
month shall not affect the setting of a Waiver Discount for any subsequent
month. The Waiver Discount will apply to the entire optional cash
investment and not just the portion of such investment that exceeds
$10,000. The Waiver Discount will apply only to optional cash investments
of $10,000 or more, but the Company reserves the right to establish, in the
future, a discount from the market price for reinvestment of cash dividends
and optional cash investments of $10,000 or less.
14. WHAT IF A PARTICIPANT HAS MORE THAN ONE ACCOUNT? For the purpose of the
limitations discussed in Question 13, Duke may aggregate all optional cash
investments for Participants with more than one account using the same
social security or taxpayer identification number. For Participants unable
to supply a social security or taxpayer identification number, their
participation may be limited by Duke to only one Plan account.
Also for the purpose of such limitations, all Plan accounts that Duke
believes to be under common control or management or to have common
ultimate beneficial ownership may be aggregated. Unless Duke has determined
that reinvestment of dividends and optional cash investments for each such
account would be consistent with the purposes of the Plan, Duke will have
the right to aggregate all such accounts and to return, without interest,
within thirty days of receipt, any amounts in excess of the investment
limitations applicable to a single account received in respect of all such
accounts.
CERTIFICATES
15. WILL CERTIFICATES BE ISSUED FOR SHARE PURCHASES? All shares purchased
pursuant to the Plan will be held together in the name of the Administrator
or its nominee and credited to each individual account in "book entry"
form. This service protects against the loss, theft, or destruction of
certificates evidencing shares. Upon written request of a Participant or
upon withdrawal of a Participant from the Plan or upon termination of the
Plan, the Administrator will have certificates issued and delivered for all
full shares credited to that Participant's account. Certificates will be
issued only in the same names as those enrolled in the Plan. In no event
will certificates for fractional shares be issued. See Questions 16 and 17.
16. MAY A PARTICIPANT ADD SHARES OF COMMON STOCK TO HIS OR HER ACCOUNT BY
TRANSFERRING STOCK CERTIFICATES THAT THE PARTICIPANT POSSESSES? Any
Participant may send to the Plan for safekeeping all Common Stock
certificates which such Participant holds. The safekeeping of shares offers
the advantage of protection against loss, theft or destruction of
certificates as well as convenience, if and when shares are sold through
the Plan. All shares represented by such certificates will be kept for
safekeeping in "book entry" form and combined with any full and fractional
shares then held by the Plan for the Participant.
To deposit certificates for safekeeping under the Plan, a Participant must
submit a letter of instruction. Stock certificates and the letter of
instruction as well as all written inquiries about the safekeeping service
should be directed to the Administrator at the address listed in Question
4.
Shares deposited for safekeeping may be withdrawn by the Participant by
submitting a written request to the Administrator.
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SALE OF SHARES
17. CAN PARTICIPANTS SELL SHARES HELD UNDER THE PLAN? Participants may
instruct the Administrator to sell some or all of their shares held in the
Plan by notifying the Administrator in writing or by using the form
included with account statements.
The Administrator will sell shares through a registered broker dealer
within five business days after receipt of a proper written notice. Shares
to be sold may be commingled with those of other Participants requesting
sale of their shares, and the proceeds to each Participant will be based on
the average price for all shares sold during the day of sale. Participants
should understand that the price of the Common Stock may go down as well as
up between the date a request to sell is received and the date the sale is
executed. The Plan does not offer the ability for Participants to specify
either the dates or the prices at which shares are to be sold through the
Administrator.
If a request to sell shares is received on or after the record date for a
dividend, any cash dividend paid on such shares will be reinvented. The
request to sell shares will then be processed as soon as practicable after
the dividend is reinvested and the additional shares are credited to the
Participant's account.
There is no charge for selling shares through the Administrator except for
the Participant's pro rata share of brokerage commissions. These charges
are normally lower than the cost of executing sales through a brokerage
account.
REPORTS
18. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN? Unless a
Participant participates in the Plan through a broker, bank or nominee,
Participants will receive from the Administrator a detailed statement of
the Participant's account following each dividend payment and when there
purchase activity in their respective accounts. These detailed statements
will show total cash dividends received, total optional cash investments
received, total shares purchased (including fractional shares), price paid
per share, and total shares held in the Plan. THESE STATEMENTS SHOULD BE
RETAINED BY THE PARTICIPANT TO DETERMINE THE TAX COST BASIS FOR SHARES
PURCHASED PURSUANT TO THE PLAN. Any Participant that participates in the
Plan through a broker, bank or nominee, should contact such party for such
a statement.
WITHDRAWAL
19. HOW MAY PARTICIPANTS WITHDRAW FROM THE PLAN? A Participant may
terminate participation in the Plan by writing to the Administrator. A
Participant may request (1) that the Administrator send all dividends to
the Participant by check and continue to hold the Participant's shares in
the Plan account (in such case the Participant may continue to make
optional cash investments), (2) that the Administrator discontinue any
automatic withdrawals of funds and purchase of shares, (3) that a
certificate be issued for all full shares of Common Stock held for such
Participant's account and a check be issued for the proceeds from the sale
of any fractional share equivalent, or (4) that all full shares and any
fractional share equivalent held for such Participant's account be sold and
a check issued for the net proceeds, less any applicable transfer tax. If
such a request is received on or after the record date for a dividend, any
cash dividend paid on that account will be reinvested for the account. The
request will then be processed as soon as practicable after the dividend is
reinvested and the additional shares are credited to the Participant's
account. There will be no cost to a Participant with respect to termination
of a Participant's reinvestment of dividends through the Plan other than
the brokerage costs described above under Question 17 with respect to any
shares sold.
If a Participant in the Plan does not own at least one whole share
registered in the Participant's name or held through the Plan, the
Participant's participation in the Plan may be terminated. The Company may
also terminate the Plan or any Participant's participation in the Plan
after written notice in advance mailed to such Participant at the address
appearing on the Administrator's records. Participants whose participation
in the Plan has been terminated will
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receive certificates for whole shares held in their accounts and a check for
the cash value of any fractional share held in any Plan account so terminated.
TAXES
20. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE
PLAN? Reinvestment of dividends in the Plan will not avoid the tax that
would otherwise apply to the dividends. With respect to shares purchased
from the Company with reinvested dividends, a Participant will be treated
for federal income tax purposes as having received a distribution from the
Company equal to the fair market value on the Investment Date of the shares
acquired with the reinvested dividends. As a result of the discount feature
of the Plan, the fair market value on the Investment Date of the shares
received will likely exceed the amount of cash dividends that would
otherwise be paid to Participants. A Participant's tax basis in the shares
received through reinvested dividends will equal the fair market value of
such shares on the Investment Date.
Under a private letter ruling issued by the Internal Revenue Service to the
Company (the "IRS Ruling"), the tax treatment of the purchase of shares by
a Participant under an Optional Cash Investment will differ depending on
whether the Participant is participating in the dividend reinvestment
feature of the Plan. For those Optional Cash Investment Participants
participating in the dividend reinvestment feature of the Plan,
Participants will be treated as having received a distribution equal to the
excess, if any, of the fair market value of the shares acquire on the
Investment Date over the actual purchase price of the shares. The tax basis
in the shares received by those Participants will equal the fair market
value of such shares on the Investment Date.
For those Optional Cash Investment Participants not participating in the
dividend reinvestment feature of the Plan, the IRS Ruling states that no
taxable income will be realized as a result of the acquisition of shares.
For those Participants, the tax basis in the shares received will equal the
amounts paid for such shares.
Distributions by the Company will be treated as dividends to the extent of
the Company's earnings and profits for federal income tax purposes. To the
extent that the amount distributed by the Company exceeds its current and
accumulated earnings and profits, the distribution will be first treated as
a return of capital to the shareholder to the extent of basis, with any
excess taxable as gain realized from the sale of shares. For corporate
Participants, distributions by the Company that are taxable as dividends
are not eligible for the dividends-received deduction.
A Participant's holding period for shares acquired pursuant to the Plan
will begin on the day following the Investment Date.
When a Participant withdraws shares from the Plan and receives whole
shares, the Participant will not realize any taxable income. However, a
Participant that receives cash for a fraction of a share may realize gain
or loss with respect to such fraction. A gain or loss may also be realized
by the Participant whenever shares are sold, whether such shares are sold
by the Administrator pursuant to the Participant's request or by the
Participant after the shares are withdrawn from the Plan. The amount of
such gain or loss will be the difference between the amount that the
Participant realizes for the shares and the Participant's tax basis of
those shares.
THE FOREGOING IS ONLY A SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN AND DOES NOT CONSTITUTE TAX ADVICE. THIS SUMMARY
DOES NOT REFLECT EVERY POSSIBLE OUTCOME THAT COULD RESULT FROM
PARTICIPATION IN THE PLAN AND, THEREFORE, PARTICIPANTS ARE ADVISED TO
CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES
APPLICABLE TO THEIR PARTICULAR SITUATION.
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<PAGE>
OTHER PROVISIONS
21. WHAT HAPPENS IF A PARTICIPANT SELLS OR TRANSFERS SHARES OF STOCK OR
ACQUIRES ADDITIONAL SHARES OF STOCK? If a Participant has elected to have
dividends automatically reinvested in the Plan and subsequently sells or
transfers all or any part of the shares registered in the Participant's
name, automatic reinvestment will continue as long as shares are registered
in the name of the Participant or held for the Participant by the
Administrator or until termination of enrollment. Similarly, if a
Participant has elected the Full Or Partial Dividend Reinvestment option
under the Plan and subsequently acquires additional shares registered in
the Participant's name, dividends paid on such shares will automatically be
reinvested until termination of enrollment. If, however, a Participant has
elected the Optional Cash Investments Only option and subsequently acquires
additional shares that are registered in the Participant's name, dividends
paid on such shares will not be automatically reinvested under the Plan.
See Question 7. Participants may, however, change their dividend
reinvestment elections by providing a letter of instruction to the
Administrator.
22. HOW WILL A PARTICIPANT'S SHARES BE VOTED? For any meeting of
shareholders, each Participant will receive proxy materials in order to
vote all shares held by the Plan for the Participant's account. All shares
will be voted as designated by the Participant or may be voted in person at
the meeting of shareholders.
23. WHO PAYS THE EXPENSES OF THE PLAN? Participants pay no fees,
commissions or expenses of any kind in connection with the Plan except for
their pro rata share of commissions for shares sold through the Plan (See
Question 17).
24. WHAT ARE THE RESPONSIBILITIES OF DUKE OR THE ADMINISTRATOR UNDER THE
PLAN? Neither Duke nor the Administrator will be liable for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claims of liability arising out of a failure to terminate a
Participant's account upon such Participant's death or adjudication of
incompetence prior to the receipt of notice in writing of such death or
adjudication of incompetence, the prices at which shares are purchased for
the Participant's account, the times when purchases are made or
fluctuations in the market value of the Common Stock. Neither Duke nor the
Administrator has any duties, responsibilities or liabilities except as
expressly set forth in the Plan or as imposed by applicable laws,
including, without limitation, federal securities laws.
THE PARTICIPANT SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON THE SHARES PURCHASED BY A PARTICIPANT UNDER THE
PLAN AND TAKES NO POSITION ON WHETHER SHAREHOLDERS OR INVESTORS SHOULD
PARTICIPATE IN THE PLAN.
25. WHAT HAPPENS IF DUKE ISSUES A STOCK DIVIDEND, SUBSCRIPTION RIGHTS OR
DECLARES A STOCK SPLIT? Any stock dividend or stock split that may be
declared by the Company will be automatically credited to a Participant's
Plan account. In the event that the Company makes subscription rights to
purchase additional shares of Common Stock or other securities available to
the holders of its Common Stock, the Administrator will sell the rights
accruing to all shares held by the Administrator for Plan Participants and
will apply the net proceeds of such sale to the purchase of Common Stock
prior to or with the next monthly Common Stock investment. The Company
will, however, inform Participants in advance of any subscription offer so
that a Participant who does not want the Administrator to sell such rights
and invest the proceeds can transfer all shares held under the Plan to the
Participant's own name by a given date. This will permit the Participant to
personally exercise, transfer or sell the rights on such shares. Any
such request must be received by the Administrator at least three business
days before the record date for distribution of the rights.
26. MAY SHARES IN A PARTICIPANT'S ACCOUNT BE PLEDGED? No shares credited to
a Participant's account may be pledged and any such purported pledge will
be void. If a Participant wishes to pledge shares, those shares must be
withdrawn from the Plan.
27. MAY A PARTICIPANT TRANSFER ALL OR A PART OF THE PARTICIPANT'S SHARES
HELD IN THE PLAN TO ANOTHER PERSON? A Participant may transfer ownership
of all or part of his or her shares held in the Plan through gift, private
sale or
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otherwise, by mailing to the Administrator at the address in
Question 4 a properly executed stock assignment, along with a letter with
specific instructions regarding the transfer and a Form W-9 (Certification
of Taxpayer Identification Number) completed by the transferee. Requests
for transfer of shares held in the Plan are subject to the same
requirements as the transfer of Common Stock certificates, including the
requirement of a medallion signature guarantee on the stock assignment. The
Administrator will provide Participants with the appropriate forms upon
request. If any stock certificates bearing a restrictive legend are
contained in the Participant's Plan account, the Administrator will comply
with the provisions of such restrictive legend before effecting a sale or
transfer of such restricted shares.
28. MAY THE PLAN BE CHANGED OR TERMINATED? While the Plan is intended to
continue indefinitely, Duke reserves the right to amend, modify, suspend or
terminate the Plan at any time. Participants will be notified in writing of
any modifications made to the Plan.
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 the Common Stock
must also be beneficially owned by 100 or more persons during at least 335
days 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.
PLAN OF DISTRIBUTION AND UNDERWRITERS
Pursuant to the Plan, Duke may be requested to approve optional cash
investments in excess of the allowable maximum amounts pursuant to Requests
for Waiver on behalf of Participants that may be engaged in the securities
business. In deciding whether to approve such a request, Duke will consider
relevant factors including, but not limited to, whether the Plan is then
acquiring newly issued shares of Common Stock or acquiring shares through
open market purchases or privately negotiated transactions, the Company's
need for additional funds, the attractiveness of obtaining such funds by
the sale of Common Stock under the Plan in comparison to other sources of
funds, the purchase price likely to apply to any sale of Common Stock, the
Participant submitting the request, including the extent and nature of such
Participant's prior participation in the Plan and the number of shares of
Common Stock held of record by such Participant, and the aggregate number
of Requests for Waiver that have been submitted by all Participants.
Persons who acquire shares of Common Stock through the Plan and resell them
shortly after acquiring them, including coverage of short positions, under
certain circumstances, may be participating in a distribution of securities
that would require compliance with Rule 10b-6 under the Exchange Act and
may be considered to be underwriters within the meaning of the Securities
Act. Duke will not extend to any such person any rights or privileges other
than those to which it would be entitled as a Participant, nor will Duke
enter into any agreement with any such person regarding such person's
purchase of such shares or any resale or distribution thereof. Duke may,
however, approve requests for optional cash investments by such persons in
excess of allowable maximum limitations. If such requests are submitted for
any Investment Date for an aggregate amount in excess of the amount Duke is
willing to accept, Duke may honor such requests in order of receipt, pro
rata or by any other method which Duke determines to be appropriate.
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LEGAL MATTERS
The legality of the Securities offered hereby is being passed upon for the
Company by Bose McKinney & Evans, Indianapolis, Indiana.
EXPERTS
The Consolidated Financial Statements and related Schedule of the Company
as of December 31, 1997 and 1996, and for each of the years in the three-
year period ended December 31, 1997, 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.
With respect to the unaudited interim financial information for the periods
ended March 31, 1998 and 1997, incorporated by reference herein, the
independent certified public accountants have reported that they applied
limited procedures in accordance with their professional standards for a
review of such information. However, their separate report included in the
Company's quarterly report on Form 10-Q of the quarter ended March 31,
1998, and incorporated by reference herein, states that they did not audit
and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information
should be restricted in light of the limited nature of the review
procedures applied. The accountants are not subject to the liability
provisions of section 11 of the Securities Act of 1933 for their report on
the unaudited interim financial information because that report is not a
"report" or a "part" of the registration statement prepared or certified by
the accountants within the meaning of sections 7 and 11 of such Act.
- 18 -
<PAGE>
<TABLE>
<CAPTION>
APPENDIX I
(A) (B) (C) (D) (E)
Threshold Price Optional Cash
and Waiver Investments Greater Pricing
Expected Discount, if any, Than $10,000 must Period Investment
Record Date will be set by be received by Start Date Date
- ----------- ----------------- ------------------- ---------- -----------
<S> <C> <C> <C> <C>
14-Aug-98 12-Aug-98 14-Aug-98 17-Aug-98 31-Aug-98
N/A 11-Sep-98 15-Sep-98 16-Sep-98 30-Sep-98
N/A 13-Oct-98 15-Oct-98 16-Oct-98 30-Oct-98
12-Nov-98 10-Nov-98 12-Nov-98 13-Nov-98 30-Nov-98
N/A 11-Dec-98 15-Dec-98 16-Dec-98 31-Dec-98
N/A 11-Jan-99 13-Jan-99 14-Jan-99 29-Jan-99
11-Feb-99 8-Feb-99 10-Feb-99 11-Feb-99 26-Feb-99
N/A 12-Mar-99 16-Mar-99 17-Mar-99 31-Mar-99
N/A 13-Apr-99 15-Apr-99 16-Apr-99 30-Apr-99
13-May-99 11-May-99 13-May-99 14-May-99 28-May-99
N/A 11-Jun-99 15-Jun-99 16-Jun-99 30-Jun-99
N/A 13-Jul-99 15-Jul-99 16-Jul-99 30-Jul-99
16-Aug-99 12-Aug-99 16-Aug-99 17-Aug-99 31-Aug-99
N/A 13-Sep-99 15-Sep-99 16-Sep-99 30-Sep-99
N/A 12-Oct-99 14-Oct-99 15-Oct-99 29-Oct-99
12-Nov-99 10-Nov-99 12-Nov-99 15-Nov-99 30-Nov-99
N/A 13-Dec-99 15-Dec-99 16-Dec-99 31-Dec-99
N/A 11-Jan-00 13-Jan-00 14-Jan-00 31-Jan-00
11-Feb-00 9-Feb-00 11-Feb-00 14-Feb-00 29-Feb-00
N/A 14-Mar-00 16-Mar-00 17-Mar-00 31-Mar-00
N/A 10-Apr-00 12-Apr-00 13-Apr-00 28-Apr-00
15-May-00 11-May-00 15-May-00 16-May-00 31-May-00
N/A 13-Jun-00 15-Jun-00 16-Jun-00 30-Jun-00
N/A 12-Jul-00 14-Jul-00 17-Jul-00 31-Jul-00
16-Aug-00 14-Aug-00 16-Aug-00 17-Aug-00 31-Aug-00
N/A 12-Sep-00 14-Sep-00 15-Sep-00 29-Sep-00
N/A 12-Oct-00 16-Oct-00 17-Oct-00 31-Oct-00
14-Nov-00 10-Nov-00 14-Nov-00 15-Nov-00 30-Nov-00
N/A 11-Dec-00 13-Dec-00 14-Dec-00 29-Dec-00
N/A 11-Jan-01 16-Jan-01 17-Jan-01 31-Jan-01
12-Feb-01 8-Feb-01 12-Feb-01 13-Feb-01 28-Feb-01
N/A 13-Mar-01 15-Mar-01 16-Mar-01 30-Mar-01
N/A 10-Apr-01 12-Apr-01 16-Apr-01 30-Apr-01
15-May-01 11-May-01 15-May-01 16-May-01 31-May-01
N/A 12-Jun-01 14-Jun-01 15-Jun-01 29-Jun-01
</TABLE>
A. The Record Date for dividend payments will be established by the Board
of Directors.
B. The Threshold Price and the Waiver Discount, if any, will be
established three business days prior to the first day of the Pricing
Period. The Threshold Price and Waiver Discount only apply to purchases
via a REQUEST FOR WAIVER.
C. Optional cash investments, made pursuant to a Request for Waiver, are
due by the close of business on the last business day immediately
preceding the first day of the Pricing Period. OPTIONAL CASH INVESTMENTS
OF $10,000 OR LESS ARE DUE ONLY TWO BUSINESS DAYS BEFORE THE INVESTMENT
DATE.
D. PURSUANT TO A REQUEST FOR WAIVER, the Pricing Period will be the ten
consecutive Trading Days ending on the Trading Day immediately preceding
the Investment Date.
E. The Investment Date will be the last business day of each month for
both optional cash investments and the reinvestment of dividends. For
months in which a cash dividend is paid, the dividend payment date is
expected to also be on the last business day of the month.
A-1
<PAGE>
U .S. EQUITY
MARKETS CLOSED IN 1998
Labor Day September 7
Thanksgiving Day November 26
Christmas Day December 25
U .S. EQUITY
MARKETS CLOSED IN 1999
New Years Day January 1
Martin Luther King Jr. Day. January 18
Presidents Day February 15
Good Friday April 2
Memorial Day May 31
Independence Day July 5*
Labor Day September 6
Thanksgiving Day November 25
Christmas Day December 24*
*Observed
U .S. EQUITY
MARKETS CLOSED IN 2000
New Years Day January 1*
Martin Luther King Jr. Day January 17
Presidents Day February 21
Good Friday April 21
Memorial Day May 29
Independence Day July 4
Labor Day September 4
Thanksgiving Day November 23
Christmas Day December 25
*New Year's Day 2000 falls on a Saturday. The Exchange will be
open for regular trading hours on Friday, December 31, 1999 and
Monday, January 3, 2000.
U .S. EQUITY
MARKETS CLOSED IN 2001
New Years Day January 1
Martin Luther King Jr. Day January 15
Presidents Day February 19
Good Friday April 13
Memorial Day May 28
Independence Day July 4
Labor Day September 3
Thanksgiving Day November 22
Christmas Day December 25
A-2
<PAGE>
No dealer, salesman or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the
offering made by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made
hereunder and thereunder shall, under any circumstance, create an
implication that there has been no change in the facts set forth in this
Prospectus or in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer or solicitation by anyone in any
state in which such offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.
----------------
DIRECT STOCK PURCHASE
AND
DIVIDEND REINVESTMENT PLAN
---------------------
PROSPECTUS
---------------------
(LOGO)
<PAGE>
TABLE OF CONTENTS PAGE
----
Available Information 2
Incorporation of Certain Documents by
Reference 2
The Company 3
Use of Proceeds 3
Summary of the Plan 4
The Plan 6
Purpose 6
Participation Options 6
Benefits and Disadvantages 6
Administration 8
Participation 8
Enrollment 8
Purchases 10
Certificates 13
Sale of Shares 14
Reports 14
Withdrawal 14
Taxes 15
Other Provisions 16
Restrictions on Ownership of Shares 17
Plan of Distribution and Underwriters 17
Legal Matters 18
Experts 18
Appendix I A-1
5,000,000 SHARES
COMMON STOCK
BUILDING
AND INVESTING
TOGETHER
, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $33,188
Printing Expenses 10,000
Professional Fees and Expenses 10,000
Miscellaneous 6,812
-------
Total $60,000
=======
</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.
II-1
<PAGE>
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.
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.
II-2
<PAGE>
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"), and amendments thereto incorporated by reference from
the annual report on Form 10-K of Duke Realty Investments, Inc. for
the year ended December 31, 1997 (the "1997 10-K").
3.2 Amendment dated May 20, 1998 to Amended and Restated Articles of
Incorporation of Duke Realty Investments, Inc.
3.3 Amended and Restated Bylaws of Duke Realty Investments, Inc.,
incorporated by reference from Exhibit 3.2 to the Prior 1995
Registration Statement, and amendment thereto incorporated by
reference to the 1997 10-K.
5 Opinion and consent of Bose McKinney & Evans regarding legality of
the securities being registered.
15 Letter regarding unaudited interim Financial Information.
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.
II-3
<PAGE>
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) 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-4
<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 June 25, 1998.
DUKE REALTY INVESTMENTS, INC.
By: /s/ Dennis D. Oklak
----------------------
Executive Vice President,
Chief Administrative Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of June 25, 1998 by the following
persons in the capacities indicated.
SIGNATURE TITLE
Thomas L. Hefner* Director and President and Chief Executive
- ----------------------- Officer
Thomas L. Hefner (Principal Executive Officer)
Darell E. Zink, Jr.* Director and Executive Vice President,
- ------------------------ Chief Financial Officer and Assistant
Darell E. Zink, Jr. Secretary
(Principal Accounting Officer)
Edward T. Baur* Director
- ------------------------
Edward T. Baur
Geoffrey Button* Director
- ------------------------
Geoffrey Button
Ngaire E. Cuneo* Director
- ------------------------
Ngaire E. Cuneo
II-5
<PAGE>
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
John W. Wynne* Director
- -----------------------
John W. Wynne
* By: /s/ Dennis D. Oklak
--------------------
Dennis D. Oklak
Attorney-in-Fact
II-6
ARTICLES OF AMENDMENT
OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
DUKE REALTY INVESTMENTS, INC.
The undersigned officer of DUKE REALTY INVESTMENTS, INC. (the "Corporation"),
existing pursuant to the provisions OF INDIANA BUSINESS CORPORATION LAW (IND.
CODE 23-1 ET SEQ.), AS AMENDED (the "Act") and desiring to give notice of
corporate action effectuating amendment of certain provisions of its Amended
and Restated Articles of Incorporation certify the following facts:
ARTICLE I - Amendment
SECTION 1: The date of incorporation of the Corporation is:
MARCH 12, 1992
SECTION 2: The name of the Corporation following this amendment of its
Amended and Restated Articles of Incorporation is:
DUKE REALTY INVESTMENTS, INC.
SECTION 3: The first sentence of Section 7.01, Article VII of the Amended
and Restated Articles of Incorporation is deleted and replaced with the
following:
There shall be no fewer than five (5) nor more than fifteen (15)
directors.
This Amendment is to be effective upon filing.
ARTICLE II-MANNER OF ADOPTION AND VOTE
SECTION 1: Action by Directors:
The Board of Directors of the Corporation duly adopted resolutions amending
Article VII of the Amended and Restated Articles of Incorporation. These
resolutions were adopted at meeting duly held on April 23, 1998, at which a
quorum was present.
SECTION 2: Action by Shareholders:
The Shareholders of the Corporation duly adopted the amendment to Article
VII of the Amended and Restated Articles of Incorporation. At the annual
meeting of the Shareholders duly held on April 23, 1998, where holders of
65,346,233 shares entitled to vote, out of 77,292,688 issued and
outstanding, were present. The Shareholders adopted the amendment by a vote
of 63,971,813 for, 1,205,897 against, and 168,523 abstaining.
SECTION 3: Compliance with legal requirements:
The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the
provisions of the Act, the Amended and Restated Articles of Incorporation,
and the Code of By-Laws of the Corporation.
I hereby verify that the facts contained herein are true this 20th day of
May, 1998.
/s/ John R. Gaskin
--------------------------------------
John R. Gaskin, Vice President, General
Counsel, and Secretary
Exhibit 5
BOSE McKINNEY & EVANS
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
June 24, 1998
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
5,000,000 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock") to be sold by the
Company in connection with the Company's Direct Stock
Purchase and Dividend Reinvestment Plan. 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
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.
<PAGE>
Duke Realty Investments, Inc.
June 24, 1998
Page 2
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
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 report
dated May 5, 1998, 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
sections 7 and 11 of the Act.
KPMG Peat Marwick LLP
Indianapolis, Indiana
June 25, 1998
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, 1997
and 1996 and for each of the years in the three-year period ended
December 31, 1997, 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
June 25, 1998
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 common stock, $.01 par value (the "Securities")
of Duke Realty Investments, Inc. (the "Company") in connection
with the Company's Direct Stock Purchase and Dividend
Reinvestment Plan, 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: April 23, 1998 /s/ Edward T. Baur
-----------------------
Edward T. Baur
<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 common stock, $.01 par value (the "Securities")
of Duke Realty Investments, Inc. (the "Company") in connection
with the Company's Direct Stock Purchase and Dividend
Reinvestment Plan, 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: April 23, 1998 /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 common stock, $.01 par value (the "Securities")
of Duke Realty Investments, Inc. (the "Company") in connection
with the Company's Direct Stock Purchase and Dividend
Reinvestment Plan, 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: April 23, 1998 /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 common stock, $.01 par value (the "Securities")
of Duke Realty Investments, Inc. (the "Company") in connection
with the Company's Direct Stock Purchase and Dividend
Reinvestment Plan, 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: April 23, 1998 /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 common stock, $.01 par value (the "Securities")
of Duke Realty Investments, Inc. (the "Company") in connection
with the Company's Direct Stock Purchase and Dividend
Reinvestment Plan, 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: April 23, 1998 /s/ L. Ben Lytle
-----------------------
L. Ben Lytle
Exhibit 24
<PAGE>
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 common stock, $.01 par value (the "Securities")
of Duke Realty Investments, Inc. (the "Company") in connection
with the Company's Direct Stock Purchase and Dividend
Reinvestment Plan, 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: April 23, 1998 /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 common stock, $.01 par value (the "Securities")
of Duke Realty Investments, Inc. (the "Company") in connection
with the Company's Direct Stock Purchase and Dividend
Reinvestment Plan, 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: April 23, 1998 /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 common stock, $.01 par value (the "Securities")
of Duke Realty Investments, Inc. (the "Company") in connection
with the Company's Direct Stock Purchase and Dividend
Reinvestment Plan, 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: April 23, 1998 /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 common stock, $.01 par value (the "Securities")
of Duke Realty Investments, Inc. (the "Company") in connection
with the Company's Direct Stock Purchase and Dividend
Reinvestment Plan, 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: April 23, 1998 /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 common stock, $.01 par value (the "Securities")
of Duke Realty Investments, Inc. (the "Company") in connection
with the Company's Direct Stock Purchase and Dividend
Reinvestment Plan, 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: April 23, 1998 /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
common stock, $.01 par value (the "Securities") of Duke Realty
Investments, Inc. (the "Company") in connection with the
Company's Direct Stock Purchase and Dividend Reinvestment Plan,
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: April 23, 1998 /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
common stock, $.01 par value (the "Securities") of Duke Realty
Investments, Inc. (the "Company") in connection with the
Company's Direct Stock Purchase and Dividend Reinvestment Plan,
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: April 23, 1998 /s/ Darell E. Zink, Jr.
-----------------------
Darell E. Zink, Jr.
