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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DUKE REALTY INVESTMENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Indiana 35-1740409
(State of Incorporation) (I.R.S. Employer Identification Number)
8888 Keystone Crossing, Suite 1200 46240
Indianapolis, Indiana
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On July 23, 1998, the Board of Directors of Duke Realty
Investments, Inc. (the "COMPANY") declared a dividend of one
right ("RIGHT") for each outstanding share of the Company's
Common Stock, par value $.01 per share ("COMPANY COMMON STOCK"),
to stockholders of record at the close of business on August 3,
1998 (the "RECORD DATE") and for each share of Company Common
Stock issued (including shares distributed from the Company's
treasury) by the Company thereafter and prior to the Distribution
Date (as defined below). Each Right entitles the registered
holder, subject to the terms of the Rights Agreement (as defined
below), to purchase from the Company one one-thousandth of a
share (a "UNIT") of Series C Junior Preferred Stock, par value
$.01 per share ("PREFERRED STOCK"), of the Company, at a
purchase price of $95.00 per share, in cash (the "PURCHASE
PRICE"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "RIGHTS
AGREEMENT") between the Company and American Stock Transfer and
Trust Company, as Rights Agent. In general, each Unit has
substantially the same economic attributes and carries
substantially the same voting rights as one share of Company
Common Stock.
Initially, the Rights will attach to all certificates
representing shares of outstanding Company Common Stock, and no
separate Rights certificates will be distributed. The Rights
will separate from the Company Common Stock and the "DISTRIBUTION
DATE" will occur upon the earliest of (i) 10 business days (or
such later date as may be determined by action of a majority of
the Continuing Directors prior to such time) following a public
announcement (the date of such announcement being the "STOCK
ACQUISITION DATE") that (a) a person or group of affiliated or
associated persons (an "ACQUIRING PERSON") has acquired, obtained
the right to acquire, or otherwise obtained beneficial ownership
of 15% or more of the then outstanding shares of Company Common
Stock or (b) a majority of the Continuing Directors (as defined
in the Rights Agreement) of the Company has, in accordance with
the criteria set forth in the Rights Agreement, declared a person
who beneficially owns at least 10% of the then outstanding shares
of Company Common Stock to be an "ADVERSE PERSON," (ii) 10
business days (or such later date as may be determined by action
of a majority of the Continuing Directors prior to such time)
following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 15% or
more of the then outstanding shares of Company Common Stock
(other than a tender or exchange offer for all outstanding shares
of Company Common Stock at a price and on terms that a majority
of the Continuing Directors (as defined in the Rights Agreement)
of the Company determines to be fair to and otherwise in the best
interests of the Company and its stockholders), and (iii) the
date on which it is publicly announced that a person or group has
acquired beneficial ownership of 40% or more of the then
outstanding shares of Company Common Stock. Until the
Distribution Date, (i) the Rights will be evidenced by Company
Common Stock certificates and will be transferred with and only
with such Company Common Stock certificates, (ii) new Company
Common Stock certificates issued after the Record Date (including
shares distributed from the Company's treasury) will contain a
notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates evidencing
outstanding Company Common Stock will also constitute the
transfer of the Rights associated with the Company Common Stock
evidenced by such certificates.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on July 23, 2008 unless
the Rights are earlier redeemed or exchanged by the Company.
As soon as practicable after the Distribution Date, separate
Certificates evidencing the Rights ("RIGHTS CERTIFICATES") will
be mailed to holders of record of Company Common Stock as of the
close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights.
In the event (a "FLIP-IN EVENT") that (i) a person becomes an
Acquiring Person (other than pursuant to a Flip-Over Event (as
defined below)), (ii) a majority of the Continuing Directors of
the Company declares a person to be an Adverse Person, (iii) the
Company is the surviving corporation in a merger with an
Acquiring Person and shares of Company Common Stock shall remain
outstanding, (iv) an Acquiring Person or an Adverse Person
engages in one or more "self-dealing" transactions specified in
the Rights Agreement, or (v) during such time as there is an
Acquiring Person or an Adverse Person, an event occurs which
results in such Acquiring Person's or Adverse Person's ownership
interest being increased by more than 1% (e.g., by means of a
reverse stock split or recapitalization), THEN, in each such
case, each holder of a Right will thereafter have the right to
receive, upon exercise, Units (or, in certain circumstances,
cash, property or other securities of the Company) having a value
equal to two times the exercise price of the Right. The exercise
price is the Purchase Price multiplied by the number of Units
issuable upon exercise of a Right prior to the Flip-In Event.
Notwithstanding the foregoing, following the occurrence of any
Flip-In Event all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or Adverse Person (or
by certain related parties) will be null and void.
In the event (a "FLIP-OVER EVENT") that, at any time
following the Stock Acquisition Date or at a time when Continuing
Directors constitute less than a majority of the Company's Board
of Directors, (i) the Company is acquired in a merger or other
business combination transaction and the Company is not the
surviving corporation, (ii) any person consolidates or merges
with the Company and all or part of the Company Common Stock is
converted or exchanged for securities, cash or property of any
other Person, or (iii) 50% or more of the Company's assets or
earning power is sold or transferred, then, in each such case,
each holder of a Right (except Rights which previously have been
voided as described above) shall thereafter have the right to
receive, upon exercise, common stock of the Acquiring Person or
Adverse Person having a value equal to two times the exercise
price of the Right.
The Purchase Price payable, and the number of Units issuable,
upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the
Company Common Stock, (ii) if holders of the Company Common Stock
are granted certain rights or warrants to subscribe for Company
Common Stock or convertible securities at less than the current
market price of the Company Common Stock, or (iii) upon the
distribution to the holders of the Company Common Stock of
evidences of indebtedness, cash or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least
1% of the Purchase Price. The Company is not required to issue
fractional Units. In lieu thereof, an adjustment in cash may be
made based on the market price of the Company Common Stock prior
to the date of exercise.
At any time prior to the Distribution Date, a majority of the
Continuing Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.0025 per Right (the
"REDEMPTION PRICE"), subject to adjustment in certain events,
payable, at the election of such majority of the Continuing
Directors, in cash, shares of Company Common Stock or such other
form of consideration as the Continuing Directors may determine.
Immediately upon effectiveness of the action of a majority of
Continuing Directors ordering the redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
At any time prior to the Distribution Date, the Company may
exchange the Rights (other than Rights owned by an Acquiring
Person or an Adverse Person, or an affiliate or an associate of
an Acquiring Person or an Adverse Person, which will have become
void), in whole or in part, for shares of Company Common Stock at
an exchange ratio determined as provided in the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
Following exercise, the holder's rights will be determined by the
type of consideration received upon the exercise. Although the
distribution of the Rights should not be taxable to stockholders
or to the Company, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the
Rights become exercisable for Units (or other consideration) or
are exchanged as provided in the preceding paragraph.
The provisions of the Rights Agreement may be amended without
the approval of the holders of Company Common Stock at any time
prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended in order to
cure any ambiguity, defect or inconsistency, to make changes
which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person or Adverse
Person), or to shorten or lengthen any time period under the
Rights Agreement; PROVIDED, HOWEVER, that no amendment to adjust
the time period governing redemption may be made after the Rights
are no longer redeemable.
The rights of holders of the Preferred Stock to dividends,
liquidation and voting, and in the event of mergers and
consolidations, are protected by customary antidilution
provisions.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by a
majority of the Continuing Directors of the Company, unless the
offer is conditioned on a substantial number of Rights being
acquired. However, the Rights should not interfere with any
merger or other business combination approved by a majority of
the Continuing Directors because the Rights may be redeemed by
the Company at $.0025 per Right at any time on or prior to the
tenth business day following the Stock Acquisition Date (subject
to extension by a majority of the Continuing Directors);
PROVIDED, HOWEVER, that the rights will cease to be redeemable if
any person or group acquires beneficial ownership of 40% or more
of the outstanding Company Common Stock. Thus, the Rights are
intended to encourage persons who may seek to acquire control of
the Company to initiate such an acquisition through negotiations
with the Board of Directors. However, the effect of the Rights
may be to discourage a third party from making a partial tender
offer or otherwise attempting to obtain a substantial equity
position in the equity securities of, or seeking to obtain
control of, the Company. To the extent any potential acquirors
are deterred by the Rights, the Rights may have the effect of
preserving incumbent management in office.
A copy of the Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights, which includes
as Exhibit A the form of Rights Certificate, is incorporated
herein by reference. The foregoing description of the Rights
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Rights Agreement.
ITEM 2. EXHIBITS.
Exhibit 2.1 Rights Agreement, dated as of July 23, 1998,
by and between Duke Realty Investments, Inc.
and American Stock Transfer and Trust Company,
as Rights Agent (including the form of Rights
Certificate as Exhibit A), incorporated by
reference from Exhibit 7.1 to the Current
Report on Form 8-K of Duke Realty Investments
Inc. filed July 31, 1998.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement on Form 8-A to be signed on its behalf by
the undersigned, thereto duly authorized.
July 31, 1998
DUKE REALTY INVESTMENTS, INC.
By: /s/ Dennis D. Oklak
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Dennis D. Oklak
Executive Vice President
Chief Administrative Officer
and Treasurer
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