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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): April 23, 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) 574-3531
Not applicable
(Former name or former address, if changed since last report)
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Exhibit
- ------- -------
1 U.S. Terms Agreement dated April 23, 1998,
which is being filed pursuant to Regulation S-K
Item 601(b)(1) in lieu of filing the otherwise
required exhibit to the registration statement on
Form S-3 of the Registrant, file no. 333-26845,
under the Securities Act of 1933, as amended (the
"Registration Statement"), and which, as this Form
8-K filing is incorporated by reference in the
Registration Statement, is set forth in full in the
Registration Statement.
8 Tax opinion of Bose McKinney & Evans, including consent,
which is being filed pursuant to Regulation S-K Item
601(b)(8) in lieu of filing the otherwise required exhibit to
the Registration Statement and which, as this Form 8-K filing
is incorporated by reference in the Registration Statement,
is set forth in full in the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
DUKE REALTY INVESTMENTS, INC.
Date: April 27, 1998 By: /s/ Dennis D. Oklak
-------------------------
Dennis D. Oklak
Executive Vice President and
Chief Administrative Officer
-2-
DUKE REALTY INVESTMENTS, INC.
(an Indiana Corporation)
1,525,000 Common Shares
TERMS AGREEMENT
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April 23, 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
1,525,000 shares of common stock (the "Common Stock") (such
Common Stock being hereinafter referred to as the "U.S.
Securities"). Subject to the terms and conditions set forth or
incorporated by reference herein, we offer to purchase the U.S.
Securities at the purchase price set forth below.
We intend to deposit the Common Stock with the trustee
of the Equity Investor Fund Cohen & Steers Realty Majors
Portfolio (A Unit Investment Trust) (the "Trust"), a registered
unit investment trust under the Investment Company Act of 1940,
as amended, for which we act as sponsor and depositor, in
exchange for units in the Trust.
<PAGE>
The U.S. Underwritten Securities shall have the
following terms:
Title of Securities: Common Stock
Number of Shares: 1,525,000
Public offering price per share: $24.0000
Purchase price per share: $22.7400
Underwriter: Merrill Lynch, Pierce Fenner & Smith
Incorporated
Underwriter's Counsel: Rogers & Wells LLP
Additional terms: 1. Sections 3(o) and 5(h) of the
Underwriting Agreement are inapplicable to
this transaction.
2. Section 6(c) is hereby amended to
read in its entirety as follows:
"(c) Each indemnified party shall give
notice as promptly as reasonably practicable to
each indemnifying party of any action commenced
against it in respect of which indemnity may be
sought hereunder, but failure to so notify an
indemnifying party shall not relieve such
indemnifying party from any liability which it may
have otherwise than on account of this indemnity
agreement. An indemnifying party may participate
at its own expense in the defense of any such
action. If it so elects within a reasonable time
after receipt of such notice, an indemnifying
party, jointly with any other indemnifying parties
receiving such notice, may assume the defense of
such action with counsel chosen by it and
reasonably approved by the indemnified parties
defendant in such action; provided, however, that
if the defendants in any such action include both
the indemnified party and the indemnifying party
and the indemnified party shall have reasonably
concluded that there may be one or more legal
defenses available to it and/or other indemnified
parties which are different from or additional to
those available to the indemnifying party, the
indemnifying party shall not have the right to
direct the defense of such action on behalf of
such indemnified party or parties and such
indemnified party or parties shall have the right
to select separate counsel to defend such action
on behalf of such indemnified party or parties.
If an indemnifying party assumes the defense of
such action, the indemnifying parties shall not be
liable for any fees and expenses of counsel for
the indemnified parties incurred thereafter in
connection with such action, unless (i) the
indemnified party shall have employed separate
counsel in accordance with the proviso to the next
preceding sentence (it being understood, however,
that in connection with such action the
indemnifying party shall not be liable for the
expenses of more than one separate counsel (in
addition to local counsel) in any one action or
separate but substantially similar actions in the
same jurisdiction arising out of the same general
allegations or circumstances, (ii) the
indemnifying party does not promptly retain
counsel reasonably satisfactory to the indemnified
party or (iii) the indemnifying party has
authorized the employment of counsel for the
indemnified party at the expense of the
indemnifying
<PAGE>
party. The indemnifying party will not be liable
for the costs and expenses of any settlement of
such action effected by such indemnified party
without the consent of the indemnifying party. No
indemnifying party shall, without the prior
written consent of the indemnified parties, settle
or compromise or consent to the entry of any
judgment with respect to any litigation, or any
investigation or proceeding by any governmental
agency or body, commenced or threatened, or any
claim whatsoever in respect of which
indemnification or contribution could be sought
under this Section 6 or Section 7 hereof (whether
or not the indemnified parties are actual or
potential parties thereto), unless such
settlement, compromise or consent (i) includes an
unconditional release of each indemnified party
from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of
fault, culpability or a failure to act by or on
behalf of any indemnified party."
3. Section 6 is hereby further amended
by adding the following subsection (d) after
subsection (c):
"(d) If at any time an indemnified
party shall have requested an indemnifying party
to reimburse the indemnified party for fees and
expenses of counsel as required by this Section 6,
such indemnifying party agrees that it shall be
liable for any settlement of the nature
contemplated by Section 6(a)(ii) effected without
its written consent if (i) such settlement is
entered into more than 45 days after receipt by
such indemnifying party of the aforesaid request,
(ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30
days prior to such settlement being entered into
and (iii) such indemnifying party shall not have
reimbursed such indemnified party in accordance
with such request prior to the date of such
settlement."
4. Section 9(a)(ii) is hereby amended
to read in its entirety as follows:
"(ii) if there has occurred any material
adverse change in the financial markets in the
United States, or any outbreak of hostilities or
escalation thereof or other calamity or crisis or
any change or development involving a prospective
change in national or international political,
financial or economic condition, in each case the
effect of which is such as to make it, in the
judgment of the Representatives, impracticable or
inadvisable to (x) commence or continue the
offering of the units of the Trust to the public,
or (y) enforce contracts for the sale of the units
of the Trust,"
Closing Time, date and location: April 29, 1998,
10:00 a.m., New York City
Time, Rogers & Wells LLP, 200
Park Avenue, New York, New
York 10166
We propose to deposit the Common Stock with the trustee
of the Trust in exchange for units in the Trust as soon after the
execution and delivery hereof as in our judgment is advisable.
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 - U.S. 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.
<PAGE>
Please accept this offer no later than 6:00 P.M. (New York
City time) on April 23, 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,
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
BY: /s/ John C. Brady
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Name:
Title:
CONFIRMED AND ACCEPTED:
as of the date first above written
DUKE REALTY INVESTMENTS, INC.
BY: /s/ Matthew A. Cohoat
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Name: Matthew A. Cohoat
Title: Vice President and
Corporate Controller
BOSE McKINNEY & EVANS
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
April 23, 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. 333-26845 (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 1,525,000 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 following:
(i) The Prospectus Supplement and the accompanying
prospectus; and
(ii) 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.
<PAGE>
Duke Realty Investments, Inc.
April 23, 1998
Page 2
In our examination of the foregoing documents, we have
assumed, with your consent, that (i) all documents reviewed by us
are original documents, or true and accurate copies of original
documents, and have not been subsequently amended, (ii) the
signatures on each original document are genuine, (iii) each
party who executed the document had proper authority and
capacity, (iv) all representations and statements set forth in
such documents are true and correct, (v) all obligations imposed
by any such documents on the parties thereto have been or will be
performed or satisfied in accordance with their terms and (vi)
the Company, the Operating Partnership and the Services
Partnership at all times will be organized and operated in
accordance with the terms of such documents. We have further
assumed the accuracy of the statements and descriptions of the
Company's, the Operating Partnership's and the Services
Partnership's intended activities as described in the
Registration Statement, the Prospectus Supplement and the reports
incorporated in the Registration Statement by reference.
Based upon and subject to the foregoing, we are of the
opinion that the impact of the Taxpayer Relief Act of 1997 and
the pending tax proposals described in the Prospectus Supplement
upon the Company and its shareholders and the tax consequences of
the ownership of Common Stock will be consistent with the
discussion contained in the section entitled "Certain Federal
Income Tax Considerations" in the Prospectus Supplement.
The opinions set forth in this letter represent our
conclusions as to the application of federal income tax laws
existing as of the date of this letter to the transactions
described herein. We can give no assurance that legislative
enactments, administrative changes or court decisions may not be
forthcoming that would modify or supersede our opinions.
Moreover, there can be no assurance that positions contrary to
our opinions will not be taken by the IRS, or that a court
considering the issues would not hold contrary to such opinions.
Further, the opinions set forth above represent our conclusions
based upon the documents, facts and representations referred to
above. Any material amendments to such documents, changes in any
significant facts or inaccuracy of such representations could
affect the opinions referred to herein. Although we have made
such inquiries and performed such investigations as we have
deemed necessary to fulfill our professional responsibilities as
counsel, we have not undertaken an independent investigation of
the facts referred to in this letter.
<PAGE>
Duke Realty Investments, Inc.
April 23, 1998
Page 3
We express no opinion as to any federal income tax issue or
other matter except those set forth or confirmed above. We
consent to the filing of this opinion with Form 8-K, to the
incorporation by reference of this opinion as an exhibit to the
registration statement of the Company and Duke Realty Limited
Partnership (file no. 333-26845) 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
