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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 20, 1998
DUKE REALTY INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-9044 35-1740409
(State or jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317) 808-6000
Not applicable
(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are being filed pursuant to Regulation S-K Item
601(b) in lieu of filing the otherwise required exhibits to the registration
statement on Form S-3 of the Registrant, file no. 333-49911, under the
Securities Act of 1933, as amended (the "Registration Statement"), and which, as
this Form 8-K filing is incorporated by reference in the Registration Statement,
are set forth in full in the Registration Statement.
Exhibit
Number Exhibit
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1 Terms Agreement dated November 20, 1998.
8 Tax opinion of Bose McKinney & Evans, including consent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DUKE REALTY INVESTMENTS, INC.
Date: November 24, 1998 By: /s/ Matthew A. Cohoat
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Matthew A. Cohoat
Vice President
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DUKE REALTY INVESTMENTS, INC.
1,500,000 shares of Common Stock, $.01 par value
TERMS AGREEMENT
November 20, 1998
TO: Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1150
Indianapolis, IN 46240
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We understand that Duke Realty Investments, Inc., an Indiana corporation
(the "Company"), proposes to issue and sell 1,500,000 shares of common stock,
$.01 par value (the "Initial Underwritten Securities"). Subject to the terms
and conditions set forth or incorporated by reference herein, Goldman, Sachs &
Co. (the "Underwriter") offers to purchase all of the Initial Underwritten
Securities at the purchase price set forth below.
In addition, notwithstanding anything to the contrary provided in the
Underwriting Agreement (as defined below), the Company hereby grants to the
Underwriter the right to purchase at its election up to 225,000 Option
Securities (as defined in the Underwriting Agreement), at the purchase price per
share set forth below, for the sole purpose of covering over-allotments in the
sale of the Initial Underwritten Securities. Any such election to purchase
Option Securities may be exercised only by written notice from the Underwriter
to the Company, given within a period of 30 calendar days after the date of this
Terms Agreement, setting forth the aggregate number of Option Securities to be
purchased and the date on which such Option Securities are to be delivered, as
determined by the Underwriter but in no event earlier than the Closing Time or,
unless the Underwriter and the Company otherwise agree in writing, no earlier
than two or later than ten full business days after the date of such notice.
Moreover, notwithstanding anything to the contrary provided in the
Underwriting Agreement, in Section 5(h) thereof or otherwise, DMI Partnership
and the directors and executive officers of the Company and the Operating
Partnership shall not be required to agree as a condition of the Underwriter's
obligations to deliver the letter agreement referred to in Section 5(h).
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Except as provided in the preceding paragraph hereof, all the provisions
contained in the document attached as Annex A hereto entitled "Duke Realty
Investments, Inc. and Duke Realty Limited Partnership -- Common Stock, Preferred
Stock, Depositary Shares and Debt Securities -- Underwriting Agreement", dated
October 15, 1998 (the "Underwriting Agreement"), are incorporated by reference
in their entirety herein and shall be deemed to be a part of this Terms
Agreement to the same extent as if such provisions had been set forth in full
herein. Terms defined in such document are used herein as therein defined.
Each reference to the "Representatives", the "Underwriters", "Merrill Lynch &
Co.", "Merrill Lynch, Pierce, Fenner & Smith Incorporated" or "Merrill Lynch" in
the Underwriting Agreement shall be deemed to refer to Goldman, Sachs & Co., and
each reference to Rogers & Wells LLP in such Underwriting Agreement shall be
deemed to refer to Sullivan & Cromwell.
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1. The Initial Underwritten Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value
Number of Initial
Underwritten Securities: 1,500,000
Public offering price per share: $22.875
Purchase price per share: $21.675
2. The Option Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value
Number of Option Securities,
if any, that may be purchased
by the Underwriter: 225,000
Public offering price per share: $22.875
Purchase price per share: $21.675
3. Closing Time, date and location: 9:30 a.m., New York City Time,
November 25, 1998, New York
City
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Please accept this offer no later than 7:00 p.m. (New York City time) on
November 20, 1998 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
By: /s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co,)
Accepted:
DUKE REALTY INVESTMENTS, INC.
By: /s/ Matthew A. Cohoat
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Name: Matthew A. Cohoat
Title: Vice President and Corporate Controller
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BOSE McKINNEY & EVANS
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
November 20, 1998
Duke Realty Investments, Inc.
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Gentlemen:
We have acted as counsel to Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), in connection with the shelf registration by the
Company of shares of the Company's common stock ("Common Stock") pursuant to a
Registration Statement, file no. 333-49911 (the "Registration Statement"), on
Form S-3 under the Securities Act of 1933, as amended. The Company has filed a
prospectus supplement (the "Prospectus Supplement") relating to the offering of
1,500,000 shares of Common Stock. In connection therewith, you have requested
our opinion regarding certain United States Federal income tax matters discussed
in the Prospectus Supplement. All capitalized terms used herein have their
respective meanings as set forth in the Prospectus Supplement and accompanying
Prospectus unless otherwise stated.
In rendering the opinions stated below, we have examined and relied, with
your consent, upon the Prospectus Supplement and the accompanying prospectus and
such other documents, records and instruments as we have deemed necessary in
order to enable us to render the opinion referred to in this letter.
In our examination of the foregoing documents, we have assumed, with your
consent, that (i) all documents reviewed by us are original documents, or true
and accurate copies of original documents, and have not been subsequently
amended, (ii) the signatures on each original document are genuine, (iii) each
party who executed the document had proper authority and capacity, (iv) all
representations and statements set forth in such documents are true and correct,
and (v) all obligations imposed by any such documents on the parties thereto
have been or will be performed or satisfied in accordance with their terms.
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Duke Realty Investments, Inc.
November 20, 1998
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
impact of the Taxpayer Relief Act of 1997 and the IRS Restructuring Act upon the
tax consequences of the ownership of Common Stock will be consistent with the
discussion contained in the section entitled "Certain Federal Income Tax
Considerations" in the Prospectus Supplement.
The opinions set forth in this letter represent our conclusions as to the
application of federal income tax laws existing as of the date of this letter to
the transactions described herein. We can give no assurance that legislative
enactments, administrative changes or court decisions may not be forthcoming
that would modify or supersede our opinions. Moreover, there can be no
assurance that positions contrary to our opinions will not be taken by the IRS,
or that a court considering the issues would not hold contrary to such opinions.
Further, the opinions set forth above represent our conclusions based upon the
documents, facts and representations referred to above. Any material amendments
to such documents, changes in any significant facts or inaccuracy of such
representations could affect the opinions referred to herein. Although we have
made such inquiries and performed such investigations as we have deemed
necessary to fulfill our professional responsibilities as counsel, we have not
undertaken an independent investigation of the facts referred to in this letter.
We express no opinion as to any federal income tax issue or other matter
except those set forth or confirmed above. We consent to the filing of this
opinion with Form 8-K, to the incorporation by reference of this opinion as an
exhibit to the registration statement of the Company and Duke Realty Limited
Partnership (file no. 333-49911) and any registration statement filed under Rule
462(b) relating to such registration statement and to the reference to our firm
under the heading "Legal Matters" in the Prospectus Supplement.
Very truly yours,
/s/ Bose McKinney & Evans
