<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DUKE REALTY INVESTMENTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
INDIANA 35-1740409
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
WEEKS CORPORATION INCENTIVE STOCK PLAN
WEEKS CORPORATION 1998 INCENTIVE STOCK PLAN
(FULL TITLE OF THE PLANS)
---------
DENNIS D. OKLAK
DUKE REALTY INVESTMENTS, INC.
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
(317) 808-6000
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
with a copy to:
ALAN W. BECKER, ESQ.
BOSE MCKINNEY & EVANS LLP
2700 FIRST INDIANA PLAZA
135 N. PENNSYLVANIA STREET
INDIANAPOLIS, INDIANA 46204
(317) 684-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be Amount Proposed Proposed Amount of
Registered to be Maximum Maximum Aggregate Registration
Registered(1) Offering Price Offering Price Fee
Per Share(2)
- ------------------------------- --------------------- --------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share 3,312,000 $21.13 $69,982,560 $19,456
- ------------------------------- --------------------- --------------------- -------------------- --------------------
</TABLE>
(1) Consists of 1,380,000 shares for the Weeks Corporation Incentive Stock Plan
and 1,932,000 shares for the Weeks Corporation 1998 Incentive Stock Plan.
Any additional shares to be issued as a result of stock dividends, stock
splits or similar transactions prior to the termination of this Registration
Statement shall be covered by this Registration Statement as provided in
Rule 416.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the high and low
prices of the Registrant's Common Stock reported in the consolidated
reporting system on the New York Stock Exchange Composite Tape on
Friday, June 25, 1999.
<PAGE>
PART 1
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information specified by Item 1 and 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended and the introductory note to Part I of Form
S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Duke Realty Investments, Inc. (the
"Company"), all of which are on file with the Securities and Exchange Commission
(the "Commission "), are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K, File No. 1-9044,
for the fiscal year ended December 31, 1998;
(b) The Company's Quarterly Report on Form 10-Q, File No.
1-9044, for the fiscal period ended March 31, 1999;
(c) The Company's Current Report on Form 8-K, File No. 1-9044,
dated January 19, 1999 and March 3, 1999;
(d) The Company's Registration Statement on Form S-4, File No.
333-77645, dated May 5, 1999; and
(e) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, File No. 1-9044, as amended.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, will be deemed incorporated by reference in this Registration
Statement and to be a part of it from the date of filing those documents.
For purposes of this Registration Statement, any statement
contained in a report, document or appendix incorporated or deemed incorporated
by reference in this Registration Statement will be deemed modified or
superseded to the extent that a statement contained in this Registration
Statement or in any subsequently filed report, document or appendix which also
is or is deemed incorporated by reference modifies or supersedes that statement
in that report, document or appendix. Any statement so modified or superseded
will not be deemed, except as modified or superseded, to constitute a part of
this Registration Statement.
Upon the written or oral request of any person to whom this
Registration Statement has been delivered, the Company will provide without
charge to that person a copy of any of the information (excluding exhibits
unless such exhibits are specifically incorporated by reference into such
information) that has been incorporated by reference into this Registration
Statement but not delivered with it. Requests should be directed to Investor
Relations at the following address and telephone number: 8888 Keystone Crossing,
Suite 1200, Indianapolis, Indiana 46240, (317) 808-6005.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is an Indiana corporation. The Company's officers
and directors will be indemnified under Indiana law, the Amended and Restated
Articles of Incorporation (the "Articles of Incorporation") of the Company, and
the partnership agreements of Duke Realty Limited Partnership (the "Operating
Partnership") and Duke Realty Services Limited Partnership (the "Services
Partnership") against certain liabilities. Chapter 37 of The Indiana Business
Corporation Law (the "IBCL") requires a corporation, unless its articles of
incorporation provide otherwise, to indemnify a director or an officer of the
corporation who is wholly successful, on the merits or otherwise, in the defense
of any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether formal or informal,
to which the director or officer of the corporation was a party because the
director or officer is or was a director or officer of the corporation against
reasonable expenses, including counsel fees, incurred in connection with the
proceeding. The Company's Articles of Incorporation do not contain any provision
prohibiting this indemnification.
The IBCL also permits a corporation to indemnify a director,
officer, employee or agent who is made a party to a proceeding because the
person was a director, officer, employee or agent of the corporation against
liability incurred in the proceeding if (i) the individual's conduct was in good
faith and (ii) the individual reasonably believed (A) in the case of conduct in
the individual 's official capacity with the corporation that the conduct was in
the corporation's best interests and (B) in all other cases that the
individual's conduct was at least not opposed to the corporation's best
interests and (iii) in the case of a criminal proceeding, the individual either
(A) had reasonable cause to believe the individual's conduct was lawful or (B)
had no reasonable cause to believe the individual's conduct was unlawful. The
IBCL also permits a corporation to pay for or reimburse reasonable expenses
incurred before the final disposition of the proceeding and permits a court of
competent jurisdiction to order a corporation to indemnify a director or officer
if the court determines that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
person met the standards for indemnification otherwise provided in the IBCL.
The Company's Articles of Incorporation provide for certain
additional limitations of liability and indemnification. Section 13.01 of the
Articles of Incorporation provides that a director shall not be personally
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for voting for or assenting to an unlawful distribution,
or (iv) for any transaction from which the director derived an 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 these persons with certain rights to be
paid by the Company the expenses incurred in defending any such proceedings in
advance of their final disposition and the right to enforce indemnification
claims against the Company by bringing suit against the Company.
The Company's Articles of Incorporation authorize the Company
to maintain insurance to protect itself and any director, officer, employee or
agent of the Company or another corporation,
II-2
<PAGE>
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. The Company
currently maintains such insurance.
Each of the partnership agreements for the Operating
Partnership and the Services Partnership also provides for indemnification of
the Company and its officers and directors to substantially the same extent
provided to officers and directors of the Company in its Articles of
Incorporation, and limits the liability of the Company and its officers and
directors to the Operating Partnership and its partners and to the Services
Partnership and its partners, respectively, to substantially the same extent
limited under the Company's Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed with or incorporated by
reference in this Registration Statement:
3.1 Amended and Restated Articles of Incorporation of Duke
Realty Investments, Inc., incorporated by reference to Exhibit 3.1 to
the Registration Statement on Form S-3, as amended, of Duke Realty
Investments, Inc. and Duke Realty Limited Partnership, File No.
33-61361.
3.2 Amendment dated August 16, 1996 to Articles of
Incorporation (incorporated by reference to Exhibit 3.2 to Duke's
Annual Report on Form 10-K for the year ended December 31, 1997).
3.3 Amendment dated June 12, 1997 to Articles of Incorporation
(incorporated by reference to Exhibit 3.3 to Duke's Annual Report on
Form 10-K for the year ended December 31, 1997).
3.4 Amendment dated July 11, 1997 to Articles of Incorporation
(incorporated by reference to Exhibit 3.4 to Duke's Annual Report on
Form 10-K for the year ended December 31, 1997).
3.5 Amendment dated November 24, 1998 to Articles of
Incorporation (incorporated by reference to Exhibit 3.0 to Duke's Form
8-K, dated November 1998).
3.6 Amendment dated January 20, 1999 to Articles of
Incorporation (incorporated by reference to Exhibit 3.0 to Duke's Form
8-K dated January 14, 1999).
3.7 Amended and Restated Bylaws of Duke Realty Investments,
Inc., incorporated by reference to Exhibit 3.2 to the Registration
Statement on Form S-3, as amended, of Duke Realty Investments, Inc. and
Duke Realty Limited Partnership, File No. 33-61361; Amendment to
Amended and Restated By-Laws of Duke Realty Investments, Inc.,
incorporated by reference to Exhibit 4.3 to the Registration Statement
on Form S-8 of Duke Realty Investments, Inc., File No. 333-39965.
3.8 Amendment dated October 23, 1997 to Bylaws of Duke Realty
Investments, Inc. (incorporated by reference to Exhibit 3.6 to Duke's
Form 10-K for the year ended December 31, 1997).
II-3
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3.9 Amendment dated July 23, 1998 to Bylaws of Duke Realty
Investments, Inc. (incorporated by reference to Exhibit 7.3 to Duke's
Form 8-K filed July 31, 1998).
5 Opinion and consent of Bose McKinney & Evans LLP.
15 Acknowledgment letter of KPMG LLP regarding unaudited
interim financial information.
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Bose McKinney & Evans LLP (included in Exhibit
5).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as
amended;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424 (b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective 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 will be deemed a new Registration
Statement relating to the securities offered in it, and the
offering of the securities at that time will be deemed the
initial bona fide offering.
II-4
<PAGE>
(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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining 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 will be deemed to be a new Registration Statement
relating to the securities offered in that Registration Statement, and the
offering of the securities at that time will be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-5
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis and State of Indiana on July 1, 1999.
DUKE REALTY INVESTMENTS, INC.
By: /s/ DARELL E. ZINK, JR.
-----------------------------------------
By: Darell E. Zink, Jr.
Title: Executive Vice President and Chief
Financial Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ THOMAS L. HEFNER Chairman of the Board, President and July 1, 1999
- ------------------------------------------- Chief Executive Officer and Director
Thomas L. Hefner
/s/ DARELL E. ZINK, JR. Executive Vice President, Chief Financial July 1, 1999
- ------------------------------------------- Officer and Director
Darell E. Zink, Jr.
/s/ DENNIS D. OKLAK Executive Vice President and Chief July 1, 1999
- ------------------------------------------- Administrative Officer and Director
Dennis D. Oklak
/s/ GEOFFREY BUTTON Director July 1, 1999
- -------------------------------------------
Geoffrey Button
/s/ JOHN D. PETERSON Director July 1, 1999
- -------------------------------------------
John D. Peterson
/s/ NGAIRE E. CUNEO
- -------------------------------------------
Ngaire E. Cuneo Director July 1, 1999
/s/ L. BEN LYTLE Director July 1, 1999
- -------------------------------------------
L. Ben Lytle
/s/ JAY J. STRAUSS Director July 1, 1999
- -------------------------------------------
Jay J. Strauss
S-1
<PAGE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ HOWARD L. FEINSAND Director July 1, 1999
- -------------------------------------------
Howard L. Feinsand
/s/ JAMES E. ROGERS Director July 1, 1999
- -------------------------------------------
James E. Rogers
/s/ DANIEL C. STATON Director July 1, 1999
- -------------------------------------------
Daniel C. Staton
/s/ JOHN W. WYNNE Director July 1, 1999
- -------------------------------------------
John W. Wynne
/s/ EDWARD T. BAUR Director July 1, 1999
- -------------------------------------------
Edward T. Baur
</TABLE>
S-2
<PAGE>
Exhibit 5
BOSE McKINNEY & EVANS LLP
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
July 1, 1999
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 registration by the Company
of shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock") to be sold by the Company in connection with the Weeks Corporation
Incentive Stock Plan and the Weeks Corporation 1998 Incentive Stock Plan
(collectively, the "Plans"), both to be assumed by the Company in connection
with the merger of Weeks Corporation with and into the Company. The Common Stock
is the subject of a Registration Statement, as amended (the "Registration
Statement") filed by the Company on Form S-8 under the Securities Act of 1933,
as amended.
We have examined photostatic copies of the Company's Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws and such other
documents and instruments as we have deemed necessary to enable us to render the
opinion set forth below. We have assumed the conformity to the originals of all
documents submitted to us as photostatic copies, the authenticity of the
originals of such documents, and the genuineness of all signatures appearing
thereon.
Based upon and subject to the foregoing, it is our opinion that the Common Stock
has been duly authorized by all necessary corporate action of the Company and
when (a) the applicable provisions of the Securities Act of 1933 and such state
"blue sky" or securities laws as may be applicable have been complied with and
(b) any shares of Common Stock to be issued by the Company have been issued and
delivered as described in the Plans, such shares of Common Stock will be legally
issued, fully paid, and nonassessable.
<PAGE>
Duke Realty Investments, Inc.
July 1, 1999
Page 2
We do not hold ourselves out as being conversant with the laws of any
jurisdiction other than the federal laws of the United States and the laws of
the State of Indiana and, therefore, this opinion is limited to such laws of
those jurisdictions.
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-8 filed under the Securities Act of 1933 relating to the
Common Stock.
Very truly yours,
BOSE McKINNEY & EVANS LLP
<PAGE>
[KPMG LETTERHEAD]
Exhibit 15.1
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 3, 1999 related to our
review of interim financial information.
Pursuant to Rule 436 (c) under the Securities Act of 1933, such report is not
considered a part of a registration statement prepared or certified by an
accountant, or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
/s/ KPMG LLP
KPMG LLP
Indianapolis, Indiana
June 29, 1999
<PAGE>
[KPMG LETTERHEAD]
Exhibit 23.1
The Board of Directors
Duke Realty Investments, Inc.:
We consent to the use of our report dated January 26, 1999, except as to
note 12, which is as of March 1, 1999, on the consolidated financial
statements of Duke Realty Investments, Inc. and subsidiaries and the related
financial statement schedule as of December 31, 1998 and 1997 and for each of
the years in the three-year period ended December 31, 1998, which report
appears in the annual report on Form 10-K of Duke Realty Investments, Inc.
for the year ended December 31, 1998 incorporated herein by reference.
/s/ KPMG LLP
KPMG LLP
Indianapolis, Indiana
June 29, 1999
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
Exhibit 23.2
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 26, 1999 included in Weeks Corporation's Annual Report on Form 10-K
for the year ended December 31, 1998 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
June 25, 1999
