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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
DUKE-WEEKS REALTY CORPORATION
DUKE-WEEKS REALTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Duke Weeks Realty Corporation-Indiana 35-1740409
Duke Weeks Realty Limited Partnership-Indiana 35-1898425
(State or other jurisdiction of (I.R.S. Employer
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 LLP
135 North Pennsylvania Street, Suite 2700
Indianapolis, Indiana 46204
(317) 684-5000
Approximate date of commencement of proposed sale to public: As soon as
practicable 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. / /
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. / X / 333-04695
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Each Class Aggregate Amount of
of Securities to be Offering Registration
Registered Price Fee
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Debt Securities . . . . . . . . . . . . . . . . $25,000,000 $6,950.00
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Duke-Weeks Realty
Corporation, formerly known as Duke Realty Investments, Inc., and Duke-Weeks
Realty Limited Partnership, formerly known as Duke Realty Limited
Partnership, with the Securities and Exchange Commission, File No. 333-04695,
pursuant to the Securities Act of 1933, as amended, is incorporated by
reference into this Registration Statement.
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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
November 12, 1999.
DUKE-WEEKS REALTY CORPORATION
By: /s/ Dennis D. Oklak
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Dennis D. Oklak
Executive Vice President,
Chief Administrative Officer
and Treasurer
DUKE-WEEKS REALTY LIMITED PARTNERSHIP
By: Duke-Weeks Realty Corporation
By: /s/ Dennis D. Oklak
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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 below on November 12, 1999 by the
following persons in the capacities indicated.
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SIGNATURE TITLE
<S> <C>
Thomas L. Hefner* Director, Chief Executive Officer and Chairman of the Board
- ------------------------- (Principal Executive Officer)
Thomas L. Hefner
Director and President and Chief Operating Officer
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A. Ray Weeks, Jr.
Darell E. Zink, Jr.* Executive Vice President, Chief Financial Officer and Director
- ------------------------- (Principal Accounting Officer)
Darell E. Zink, Jr.
/s/ Dennis D. Oklak Executive Vice President and Chief Administrative Officer
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Dennis D. Oklak
Director
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Barrington H. Branch
Geoffrey Button* Director
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Geoffrey Button
Director
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William Cavanaugh III
Ngaire E. Cuneo* Director
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Ngaire E. Cuneo
Director
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Charles R. Eitel
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<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
Howard L. Feinsand* Director
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Howard L. Feinsand
L. Ben Lytle* Director
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L. Ben Lytle
Director
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William O. McCoy
Director
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John W. Nelley, Jr.
James E. Rogers* Director
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James E. Rogers
Director
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Thomas D. Senkbeil
Jay J. Strauss* Director
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Jay J. Strauss
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* By: /s/ Dennis D. Oklak
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Dennis D. Oklak
Attorney-in-fact
INDEX TO EXHIBITS
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No. Exhibit
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<S> <C>
5 Legality Opinion (including consent)
15 Letter re unaudited financial information
23.1 Consent of KPMG LLP
23.2 Consent of Arthur Andersen LLP
24 Powers of Attorney (incorporated by reference to Exhibit 24 to the
Registrant's registration statement with file no. 333-04695).
</TABLE>
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Exhibit 5
BOSE McKINNEY & EVANS LLP
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
November 10, 1999
Duke-Weeks Realty Corporation
Duke-Weeks Realty Limited Partnership
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Dear Sirs:
We are acting as counsel to Duke-Weeks Realty Corporation, an Indiana
corporation (the "Company"), and Duke-Weeks Realty Limited Partnership, an
Indiana limited Partnership (the "Partnership"), in connection with the
registration by the Partnership pursuant to Rule 462(b) of $25,000,000 in
maximum aggregate offering price of debt securities of the Partnership ("Debt
Securities"). The Debt Securities are the subject of a Registration
Statement (the "Registration Statement") filed by the Company and the
Partnership on Form S-3 under the Securities Act of 1933, as amended.
We have examined photostatic copies of the Partnership's Second Amended and
Restated Agreement of Limited Partnership, as amended to date, 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 Debt
Securities have been duly authorized by all necessary partnership action of
the Partnership 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) the Debt Securities have been issued and
delivered for value as contemplated in the Registration Statement, such Debt
Securities will be legally issued and will be binding obligations of the
Partnership.
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Duke-Weeks Realty Corporation
Duke-Weeks Realty Limited Partnership
November 10, 1999
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
Debt Securities.
Very truly yours,
/s/ BOSE McKINNEY & EVANS LLP
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The Partners
DUKE-WEEKS REALTY LIMITED PARTNERSHIP
(FORMERLY DUKE REALTY LIMITED PARTNERSHIP):
With respect to the accompanying registration statement, we acknowledge our
awareness of the use therein of our report dated August 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.
Indianapolis, Indiana /S/ KPMG LLP
November 5, 1999 KPMG LLP
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CONSENT OF INDEPENDENT AUDITORS
The Partners
DUKE-WEEKS REALTY LIMITED PARTNERSHIP
(FORMERLY DUKE REALTY LIMITED PARTNERSHIP):
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 Limited Partnership 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 Limited Partnership for the year
ended December 31, 1998, incorporated herein by reference.
Indianapolis, Indiana /S/ KPMG LLP
November 5, 1999 KPMG LLP
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 26,
1999 included in Weeks' 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
November 5, 1999
