As filed with the Securities and Exchange Commission on June 25, 1999
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
------- -------
Commission file number: 1-9044
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
DUKE REALTY 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
DUKE REALTY INVESTMENTS, INC.
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
<PAGE>
DUKE REALTY 401(k) PLAN
Financial Statements with
Supplemental Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE>
DUKE REALTY 401(k) PLAN
December 31, 1998 and 1997
Index
Page
-----
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for
Plan Benefits 3
Notes to Financial Statements 4-9
Schedule
---------
Item 27a - Schedule of Assets Held for
Investment Purposes 1
Item 27d - Schedule of Reportable Transactions 2
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
The Employee Benefits Committee
DUKE REALTY 401(K) PLAN:
We have audited the accompanying statements of net assets available for
plan benefits of Duke Realty 401(k) Plan as of December 31, 1998 and 1997,
and the related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of
Duke Realty 401(k) Plan as of December 31, 1998 and 1997, and the changes
in net assets available for plan benefits for the years then ended, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
KPMG LLP
Indianapolis, Indiana
May 19, 1999
-1-
<PAGE>
DUKE REALTY 401(k) PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Assets held by Trustee:
Investments, at fair value:
Collective trust $ 1,612,244 $ 785,048
Mutual funds 9,959,324 9,321,045
Common stock 6,901,480 5,510,086
Loans to participants 441,324 380,033
Cash held for investment 10,078 8,921
Contributions receivable:
Participants 91,449 57,847
Employer 46,456 18,160
---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $19,062,355 $16,081,140
========== ==========
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE>
DUKE REALTY 401(k) PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Additions to net assets:
Contributions:
Participants' salary deferral $ 1,689,108 $ 1,168,846
Employer matching of salary deferral 759,348 382,026
Employer discretionary contribution 495,187 -
Participants' rollover 855,218 342,847
---------- ----------
3,798,861 1,893,719
---------- ----------
Investment income:
Net appreciation (depreciation) in
fair value of investments (667,256) 1,645,286
Interest and dividends 930,506 1,070,957
---------- ----------
263,250 2,716,243
---------- ----------
Total additions 4,062,111 4,609,962
---------- ----------
Deductions from net assets:
Benefits paid to participants 1,075,649 1,151,322
Administrative fees 5,247 -
---------- ----------
Total deductions 1,080,896 1,151,322
---------- ----------
Net increase 2,981,215 3,458,640
Net assets available for plan benefits:
Beginning of year 16,081,140 12,622,500
---------- ----------
End of year $19,062,355 $16,081,140
========== ==========
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
DUKE REALTY 401(k) PLAN
Notes to Financial Statements
(1) DESCRIPTION OF PLAN
-------------------
The following description of the Duke Realty 401(k) Plan (the Plan)
provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's
provisions.
General
-------
The Plan is a defined contribution plan sponsored by Duke Realty
Services Limited Partnership (the Employer) covering all full-time
employees who have completed one-half year of service as defined by
the Plan and are age 21 years or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions
-------------
Eligible participants may elect to defer a percentage of their
compensation to be contributed to their Employee Deferral Account.
Each year the Employee Benefits Committee (the Committee) fixes the
minimum and maximum percent that may be contributed, not to exceed 15%
of the participants' compensation for each plan year, subject to
limitations imposed by the Internal Revenue Service. The Employer
matches participant contributions annually up to 3% of total
compensation (2% prior to January 1998, with a $500 minimum). The
Employer matching contribution is limited to the participant's first
$160,000 of compensation, and the contribution is invested in the
common stock of Duke Realty Investments, Inc., the parent of the
general partner of the Employer.
The Employer may also make discretionary contributions of a portion of
its profits to the Plan to be invested in the common stock of Duke
Realty Investments, Inc.
Participants Accounts
---------------------
Each participant's account is credited with the participant's
contribution, the Employer matching contribution, allocations of the
Employer's profit sharing contribution (when applicable), Plan
earnings, and forfeitures of terminated participants' non-vested
accounts upon the distribution of the vested portion of their
accounts. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's account.
-4-
<PAGE>
DUKE REALTY 401(k) PLAN
Notes to Financial Statements
Vesting
-------
Participants are immediately vested in elective salary reduction
contributions, Employer matching contributions and the actual earnings
thereon. Vesting in both the profit sharing contribution and
forfeiture allocation and the earnings thereon is based upon the years
of service of the participant. A year of service means a plan year in
which the participant completes at least 1,000 hours of service. A
participant becomes 20% vested after one year of service (after three
years prior to January 1998) and vests an additional 20% for each year
of service thereafter and is 100% vested after five years of service
(seven years prior to January 1998).
Benefits
--------
When a distribution is made upon termination of service or retirement,
a participant's vested account balance is to be distributed in a lump-
sum payment within 60 days after completion of the Plan valuation date
for the period in which the event giving rise to the distribution
occurred.
Forfeitures
-----------
Participants who terminate employment and receive distribution of the
vested portion of their profit sharing account forfeit any non-vested
portion of their account. These forfeitures are allocated to other
participants in the same manner as the profit sharing contributions.
Effective January 1999, forfeitures will be used to reduce
the employer matching contributions.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires estimates and assumptions that
affect the reported amounts of net assets available for plan benefits
and disclosure of commitments at the date of financial statements and
the changes in net assets available for plan benefits during the
reporting period. Actual results could differ from those estimates.
Basis of Accounting
-------------------
The Plan's financial statements are prepared on the accrual basis of
accounting.
-5-
<PAGE>
DUKE REALTY 401(k) PLAN
Notes to Financial Statements
Investment Valuation
--------------------
Mutual fund and common stock investments are stated at fair market
value as determined by quoted market prices. The collective trust
investments are stated at fair market value as reported by the
trustee. Loans to participants are stated at the loaned amount
and approximate fair value because the interest rates charged
approximate current market rates. Purchases and sales of securities
are recorded on a trade-date basis.
Administrative Expenses
-----------------------
Trustee fees and other expenses, except participant loan fees, are
paid directly by the Employer.
Tax Status
----------
The Internal Revenue Service issued a determination letter on October
28, 1997 stating that the Plan qualifies for tax exempt status under
the applicable provisions of the Internal Revenue Code. The Plan has
since been amended. The Plan administrator believes that the
Plan is currently designed and is being operated in compliance with
the applicable requirements of the Internal Revenue Code. Thus,
contributions to the Plan and earnings thereon should not be taxable
to a participant until distributed to the participant.
(3) PLAN TERMINATION
----------------
Although it has not expressed any intent to do so, the Employer has
the right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to the provisions of ERISA. In the
event of Plan termination, participants will become 100% vested in
their accounts.
(4) YEAR 2000
---------
The Plan could be adversely affected if the computer systems and those
of service providers used by the Plan or the Trustee do not properly
process and calculate date related information from and after January
1, 2000. This is commonly known as the "Year 2000 Problem." The Company
is taking steps that it believes are reasonably designed to address the
Year 2000 Problem with respect to the computer systems that it uses and
to obtain satisfactory assurances that comparable steps are being taken
by each of the Plan's other major service providers. At this time,
however, there can be no assurance that these steps will be sufficient
to avoid any material adverse effect on the Plan's activities and,
accordingly, its net assets available for benefits and changes therein.
-6-
<PAGE>
DUKE REALTY 401(k) PLAN
Notes to Financial Statements
(5) INVESTMENTS
-----------
Merrill Lynch Trust Company serves as trustee of the Plan. The
following individual investments comprise at least five percent of the
fair market value of net assets available for plan benefits as of
December 31:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
AIM Constellation Fund $ 3,240 $1,691,366
Merrill Lynch Capital Fund, Inc. Class D Shares 4,258,051 4,265,251
Merrill Lynch Growth Fund Class D Shares 3,050 2,047,196
Templeton Foreign Fund 10,747 941,742
GAM International Fund 957,492 -
Pimco Mid-Cap Growth Fund Class A Shares 2,072,895 -
Massachusetts Investors Trust 2,098,329 -
Duke Realty Investments, Inc. 6,901,480 5,510,086
</TABLE>
(6) CASH HELD FOR INVESTMENT
------------------------
Cash held for investment primarily represents contributions received
by Merrill Lynch, but not yet invested in the respective funds. The
cash held for investment is maintained in an interest bearing account
until it is transferred into the appropriate directed fund.
(7) LOANS
-----
Participant loans are limited to the lesser of $50,000 or 50% of the
participant's contributed account balance (vested account balance
prior to August 1997). Under terms of the loan agreements, loans must
be repaid in not more than five years, unless used to acquire a
principal residence. Interest rates are fixed at the commercial
lending rates.
(8) BENEFITS PAYABLE
----------------
At December 31, 1998 and 1997, there were no benefits payable to
participants.
(9) PARTY-IN-INTEREST TRANSACTIONS
------------------------------
The following investment funds are sponsored by the Trustee:
Retirement Preservation Trust, Equity Index Trust, Capital Fund, Inc.
Class D Shares, and Growth Fund Class D Shares. In addition,
investments are made in the common stock of Duke Realty Investments, Inc.
which is the parent of the general partner of the Employer.
-7-
<PAGE>
DUKE REALTY 401(k) PLAN
Notes to Financial Statements
(10) NET ASSETS BY FUND
------------------
Net assets of the Plan by fund as of December 31, 1998 follow:
<TABLE>
<CAPTION>
Participant-Directed
--------------------------------------------------------------
ML Capital
AIM Con- Oppenheimer Fund Inc. ML Growth Templeton
stellation Strategic Inc. Inc. Class Fund Class Foreign
Fund Fund D Shares D Shares Fund
---------- ------------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C>
Investments held
by Trustee
Collective trust $ - $ - $ - $ - $ -
Mutual funds 3,240 261,910 4,258,051 3,050 10,747
Common stock - - - - -
Loans to
participants - - - - -
Cash held for
investment - - - - -
--------- ------- --------- --------- -------
3,240 261,910 4,258,051 3,050 10,747
Contributions
receivable - 3,684 10,345 - -
--------- ------- --------- --------- -------
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS $ 3,240 $265,594 $4,268,396 $ 3,050 $ 10,747
========= ======= ========= ========= =======
Net assets of the Plan by fund as of December 31, 1997 follow:
Participant-Directed
--------------------------------------------------------------
ML Capital
AIM Con- Oppenheimer Fund, Inc. ML Growth Templeton
stellation Strategic Inc. Class Fund Class Foreign
Fund Fund D Shares D Shares Fund
---------- -------------- ------------- ---------- ---------
Investments held
by Trustee
Collective trust $ - $ - $ - $ - $ -
Mutual funds 1,691,366 266,228 4,265,251 2,047,196 941,742
Common stock - - - - -
Loans to
participants - - - - -
Cash held for
investment - - - - -
--------- ------- --------- --------- -------
1,691,366 266,228 4,265,251 2,047,196 941,742
Contributions
receivable 13,517 2,226 8,138 11,774 6,577
--------- ------- --------- --------- -------
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS $1,704,883 $268,454 $4,273,389 $2,058,970 $948,319
========= ======= ========= ========= =======
</TABLE>
Net assets of the Plan by Fund as of December 31, 1998 follows:
<TABLE>
<CAPTION>
Participant-Directed
------------------------------------------------------------
GAM Inter-
ML Retirement ML Equity Munder national
Stock Preservation Index Small Co. Fund Class
Fund Trust Trust Growth Fund A Shares
---------- ------------ --------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Investments held
by Trustee
Collective trust $ - $912,033 $700,211 $ - $ -
Mutual funds - - - 293,610 957,492
Common stock 2,271,838 - - - -
Loans to
participants - - - - -
Cash held for
investment - 10,078 - - -
--------- ------- ------- ------- -------
2,271,838 922,111 700,211 293,610 957,492
Contributions
receivable 12,309 2,953 11,274 7,456 9,329
--------- ------- ------- ------- -------
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS $2,284,147 $925,064 $711,485 $301,066 $966,821
========= ======= ======= ======= =======
Net assets of the Plan by fund as of December 31, 1997 follow:
Participant-Directed
------------------------------------------------------------
GAM Inter-
ML Retirement ML Equity Munder national
Stock Preservation Index Small Co. Fund Class
Fund Trust Trust Growth Fund A Shares
---------- ------------ ------- ----------- ----------
Investments held
by Trustee:
Collective trust $ - $663,762 $121,286 $ - $ -
Mutual Funds - - - 109,262 -
Common Stock 1,906,021 - - - -
Loans to
participants - - - - -
Cash held for
investment - 8,921 - - -
--------- ------- ------- ------- ------
1,906,021 672,683 121,286 109,262 -
Contributions
receivable 11,170 2,193 1,391 861 -
--------- ------- ------- ------- ------
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS $1,917,191 $674,876 $122,677 $110,123 $ -
========= ======= ======= ======= ======
</TABLE>
<TABLE>
<CAPTION>
Net assets of the Plan by fund as of December 31, 1998 follow:
Participant-Directed Non-Participant Directed
----------------------------- ------------------------
Pimco Mid-
Cap Growth Mass.
Fund Class Investors Loan Stock
A Shares Trust Fund Fund Total
----------- --------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
Investments held
by Trustee
Collective trust $ - $ - $ - $ - $ 1,612,244
Mutual funds 2,072,895 2,098,329 - - 9,959,324
Common stock - - - 4,629,642 6,901,480
Loans to
participants - - 441,324 - 441,324
Cash held for
investment - - - - 10,078
--------- --------- ------- --------- ----------
2,072,895 2,098,329 441,324 4,629,642 18,924,450
Contributions
receivable 16,938 17,161 - 46,456 137,905
--------- --------- ------- --------- ----------
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS $2,089,833 $2,115,490 $441,324 $4,676,098 $19,062,355
========= ========= ======= ========= ==========
Net assets of the Plan by fund as of December 31, 1997 follow:
Participant-Directed Non-Participant Directed
--------------------------------- ------------------------
Pimco Mid-
Cap Growth Mass.
Fund Class Investors Loan Stock
A Shares Trust Fund Fund Total
----------- --------- --------- ----------- -----------
Investments held
by Trustee
Collective trust $ - $ - $ - $ - $ 785,048
Mutual funds - - - - 9,321,045
Common stock - - - 3,604,065 5,510,086
Loans to
participants - - 380,033 - 380,033
Cash held for
investment - - - - 8,921
--------- --------- ------- --------- ----------
- - 380,033 3,604,065 16,005,133
Contributions
receivable - - - 18,160 76,007
--------- --------- ------- --------- ---------
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS $ - $ - $380,033 $3,622,225 $16,081,140
========= ========= ======= ========= ==========
</TABLE>
- 8 -
<PAGE>
DUKE REALTY 401(k) PLAN
Notes to Financial Statements
(11) INVESTMENT FUND CHANGES
-----------------------
A summary of changes in plan assets by fund for the year ended
December 31, 1998 follows:
<TABLE>
<CAPTION>
Participant-Directed
----------------------------------------------------------------
ML Capital
AIM Con- Oppenheimer Fund, Inc. ML Growth Templeton
stellation Strategic Class Fund Class Foreign
Fund Inc. Fund D Shares D Shares Fund
---------- ---------- ------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Plan assets
at December
31, 1997 $ 1,704,883 $268,454 $4,273,389 $ 2,058,970 $ 948,319
Additions:
Participants'
salary
deferrals 216,893 55,787 196,641 225,372 131,732
Employer
matching - - - - -
Participants'
rollover 83,001 41,705 84,907 97,547 26,692
Employer
discretionary
contribution - - - - -
Loan repayments 20,010 6,117 21,577 24,755 17,531
Interest and
dividends 76 28,460 256,295 14,597 740
Net appreciation
(depreciation)
in fair value
of
investments (187,892) (24,418) (9,464) (679,879) (173,926)
--------- ------- --------- --------- -------
Total
additions 132,088 107,651 549,956 (317,608) 2,769
--------- ------- --------- --------- -------
Deductions:
Benefits
paid to
parti-
cipants (51,063) (9,870) (362,172) (57,534) (22,160)
Administrative
fees - - - - -
Loans (18,734) (2,983) (34,868) (36,983) (7,190)
--------- ------- --------- --------- -------
Total
deductions (69,797) (12,853) (397,040) (94,517) (29,350)
Transfers
between
funds (1,763,934) (97,658) (157,909) (1,643,795) (910,991)
--------- ------- --------- --------- -------
Plan assets
at December
31, 1998 $ 3,240 $265,594 $4,268,396 $ 3,050 $ 10,747
========= ======= ========= ========= =======
</TABLE>
<TABLE>
<CAPTION>
Participant-Directed
------------------------------------------------------------------
ML Retirement ML Equity Munder GAM Inter-
Stock Preservation Index Small Co. national Fund
Fund Trust Trust Growth Fund Class A Shares
---------- ------------ ---------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Plan assets at
December 31, 1997 $1,917,191 $674,876 $ 122,677 $ 110,123 $ -
Additions:
Participants' salary
deferrals 270,111 45,116 135,895 123,221 63,288
Employer matching - - - - -
Participants'
rollover 82,578 (1,809) 198,192 108,685 34,053
Employer discretionary
contribution - - - - -
Loan repayments 26,708 8,998 2,727 94 5,998
Interest and dividends 133,952 44,010 - 15,715 1
Net appreciation
(depreciation) in
fair value of
investments (44,797) - 86,642 (29,505) (3,512)
--------- ------- --------- ------- -------
Total additions 468,552 96,315 423,456 218,210 99,828
--------- ------- --------- ------- -------
Deductions:
Benefits paid
to participants (156,139) (40,101) (8,944) (7,447) (8,706)
Administrative fees - (5,247) - - -
Loans (99,276) (11,946) (13,462) (1,714) (3,480)
--------- ------- ------- ------- -------
Total deductions (255,415) (57,294) (22,406) (9,161) (12,186)
Transfers between funds 153,819 211,167 187,758 (18,106) 879,179
--------- ------- ------- ------- -------
Plan assets at
December 31, 1998 $2,284,147 $925,064 $711,485 $301,066 $966,821
========= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Participant-Directed Non-Participant Directed
-------------------------------- ------------------------
Pimco Mid- Mass.
Cap Growth Investors Loan Stock
Fund Class Trust Fund Fund Total
A Shares
----------- --------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
Plan assets at
December 31, 1997 $ - $ - $380,033 $3,622,225 $16,081,140
Additions:
Participants'
salary deferrals 114,578 110,474 - - 1,689,108
Employer matching - - - 759,348 759,348
Participants'
rollover 45,321 54,346 - - 855,218
Employer
discretionary
contribution - - - 495,187 495,187
Loan repayments 8,239 9,132 (180,501) 28,615 -
Interest and dividends 96,429 89,629 35,344 215,258 930,506
Net appreciation
(depreciation) in
fair value of
investments 304,326 269,985 - (174,816) (667,256)
--------- ------- ------- --------- ----------
Total additions 568,893 533,566 (145,157) 1,323,592 4,062,111
--------- ------- ------- --------- ----------
Deductions:
Benefits paid
to participants (18,503) (20,293) (38,344) (274,373) (1,075,649)
Administrative fees - - - - (5,247)
Loans (8,306) (5,850) 244,792 - -
--------- ------- ------- --------- ----------
Total deductions (26,809) (26,143) 206,448 (274,373) (1,080,896)
Transfers between
funds 1,547,749 1,608,067 - 4,654 -
--------- --------- ------- --------- -----------
Plan assets at
December 31, 1998 $2,089,833 $2,115,490 $441,324 $4,676,098 $19,062,355
========= ========= ======= ========= ==========
</TABLE>
- 9 -
<PAGE>
Schedule 1
----------
DUKE REALTY 401(k) PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
Identity Description of Investment Shares Cost Current Value
- ----------------------- ------------------------- --------- -------- -------------
<S> <C> <C> <C> <C>
Collective trusts:
* Merrill Lynch ML Retirement Preservation
Trust 912,033 $ 912,033 $ 912,033
* Merrill Lynch ML Equity Index Trust 8,344 618,486 700,211
------- --------- ---------
920,377 1,530,519 1,612,244
======= ========= =========
Mutual funds:
* Merrill Lynch ML Capital Fund, Inc.
Class D Shares 123,925 3,792,146 4,258,051
* Merrill Lynch ML Growth Fund Class
D Shares 142 2,960 3,050
Oppenheimer Family Oppenheimer Strategic
of Funds Inc. Fund 57,186 277,114 261,910
AIM Family of Funds AIM Equity Constellation
Fund 106 3,011 3,240
Templeton Family Templeton Foreign Fund
of Funds 1,281 10,837 10,747
Munder Family Munder Small Company
of Funds Growth Fund 16,787 322,955 293,610
GAM Family of Funds GAM International Fund
Class A Shares 31,938 958,381 957,492
Pimco Family of Funds Pimco Mid-Cap Growth
Class A Shares 90,244 1,793,849 2,072,895
MFS Family of Funds Massachusetts
Investors Trust 103,621 1,832,447 2,098,329
------- --------- ---------
425,230 $8,993,700 $9,959,324
======= ========= =========
Common stock:
* Duke Realty
Investments, Inc. Common stock 296,838 $5,542,281 $6,901,480
======= ========= =========
Loans to participants:
* N/A Participant Loans - $ 441,324 $ 441,324
======= ========= =========
</TABLE>
* Denotes a party-in-interest
<PAGE>
Schedule 2
----------
DUKE REALTY 401(k) PLAN
Item 27d- Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
Identity Description Purchase Selling Lease
of Issue of Asset Fund Price Price Rental
- ------------- -------------- --------------------- -------- -------- ------
Series of Transactions
of the Same Issue:
- ----------------------
<S> <C> <C> <C> <C> <C>
Merrill Lynch Common Stocks Stock Fund $2,411,143 - -
Merrill Lynch Common Stocks Stock Fund - 800,182 -
GAM Family of Stocks GAM International
Funds Fund Class A Shares 1,023,962 - -
GAM Family of Stocks GAM International
Funds Fund Class A Shares - 62,958 -
Merrill Lynch Common Stocks ML Capital Fund, Inc.
and Bonds Class D Shares 587,121 - -
Merrill Lynch Common Stocks ML Capital Fund, Inc.
and Bonds Class D Shares - 475,486 -
Merrill Lynch Common Stocks ML Growth Fund Class
and Bonds D Shares 392,521 - -
Merrill Lynch Common Stocks ML Growth Fund Class
and Bonds D Shares - 1,756,787 -
Pimco Family Stocks Pimco Mid-Cap Growth
of Funds Fund Class A Shares 2,002,199 - -
<PAGE>
Pimco Family Stocks Pimco Mid-Cap Growth
of Funds Fund Class A Shares - 233,630 -
AIM Family Common Stocks AIM Constellation
of Funds and Bonds Fund 347,081 - -
AIM Family Common Stocks AIM Constellation
of Funds and Bonds Fund - 1,847,315 -
Templeton Common Stocks Templeton Foreign
Family and Bonds Fund
of Funds 206,906 - -
Templeton Common Stocks Templeton Foreign
Family and Bonds Fund
of Funds - 963,975 -
MFS Family Stocks Massachusetts
of Funds Investors Trust 1,875,520 - -
MFS Family Stocks Massachusetts
of Funds Investors Trust - 47,176 -
</TABLE>
<TABLE>
<CAPTION>
Current
Value on
Identity Description Expense Cost of Transaction
of Issue of Asset Fund Incurred Asset Date Gain/(Loss)
- ----------- ------------ -------------------- -------- ------- ----------- -----------
Series of Transactions of the
Same Issue:
- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Merrill Lynch Common Stocks Stock Fund - $2,411,143 - -
Merrill Lynch Common Stocks Stock Fund - 652,084 800,182 148,098
GAM Family Stocks GAM International
of Funds Fund Class A Shares - 1,023,962 - -
GAM Family Stocks GAM International
of Funds Fund Class A Shares - 65,580 62,958 (2,622)
Merrill Lynch Common Stocks ML Capital Fund, Inc.
and Bonds Class D Shares - 587,121 - -
Merrill Lynch Common Stocks ML Capital Fund, Inc.
and Bonds Class D Shares - 430,274 475,486 45,212
Merrill Lynch Common Stocks ML Growth Fund Class
and Bonds D Shares - 392,521 - -
Merrill Lynch Common Stocks ML Growth Fund Class
and Bonds D Shares - 2,191,716 1,756,787 (434,929)
Pimco Family Stocks Pimco Mid-Cap Growth
of Funds Fund Class A Shares - 2,002,199 - -
<PAGE>
Pimco Family Stocks Pimco Mid-Cap Growth
of Funds Fund Class A Shares - 208,349 233,630 25,281
AIM Family Common Stocks AIM Constellation
of Funds and Bonds Fund - 347,081 - -
AIM Family Common Stocks AIM Constellation
of Funds and Bonds Fund - 1,933,254 1,847,315 (85,939)
Templeton Common Stocks Templeton Foreign
Family and Bonds Fund
of Funds - 206,906 - -
Templeton Common Stocks Templeton Foreign
Family and Bonds Fund
of Funds - 1,150,943 963,975 (186,968)
MFS Family Stocks Massachusetts
of Funds Investors Trust - 1,875,520 - -
MFS Family Stocks Massachusetts
of Funds Investors Trust - 43,073 47,176 4,103
</TABLE>
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DUKE REALTY 401(k) PLAN
Date: June 25, 1999 /s/ Dennis D. Oklak
-----------------------------------
Dennis D. Oklak
Plan Administrator
<PAGE>
The Board of Directors
DUKE REALTY INVESTMENTS, INC.:
We consent to incorporation by reference in the registration statement (No.
33-55727) on Form S-8 of Duke Realty Investments, Inc. of our report dated
May 19, 1999, relating to the statements of net assets available for plan
benefits of Duke Realty 401(k) Plan as of December 31, 1998 and 1997, and
the related statements of changes in net assets available for plan benefits
for the years then ended, and the related supplemental schedules of assets
held for investment purposes and reportable transactions, which report
appears in the December 31, 1998, annual report on Form 11-K of Duke Realty
401(k) Plan.
KPMG LLP
Indianapolis, Indiana
June 25, 1999
