UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._______)*
Duke-Weeks Realty Corporation
(Name of Issuer)
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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
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264411505
(CUSIP Number)
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Cornelius J. Dwyer Jr.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-7019
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
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September 10, 1999
(Date of Event which requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7
<PAGE>
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1. Name of Reporting Person
IRS Identification Nos. of above persons (entities only).
Stichting Pensioenfonds ABP
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2. Check the Appropriate Box if a Member of a Group (See Instruction)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
00
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6. Citizenship of Place of Organization
The Kingdom of the Netherlands
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7. Sole Voting Power
Number of 7,109,004
Shares --------------------------------------------------------
8. Beneficially Shared Voting Power
Owned by
Each --
Reporting --------------------------------------------------------
9. Person Sole Dispositive Power
With
7,109,004
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10. Shared Dispositive Power
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11. Aggregate amount Beneficially Owned by Each Reporting Person
7,109,004
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instruction)
[ ]
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13. Percent of Class Represent by Amount in Row (1)
8.0%
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14. Type of Reporting Person (See Instructions)
EP
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Page 2 of 7
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Item 1. Security and Issuer.
This statement relates to the shares of common stock, par value $0.01
per share (the "Common Stock"), of Duke-Weeks Realty Corporation (the "Issuer").
The Issuer is a real estate investment trust formed in the state of Indiana and
has its principal executive offices located at 888 Keystone Crossing 1200,
Indianapolis, Indiana 46240.
Item 2. Identity and Background.
This statement is filed by Stichting Pensioenfonds ABP, an entity
established under the laws of The Kingdom of the Netherlands (the "Fund"), whose
principal business is investing funds held on behalf of public sector employees
of the Kingdom of the Netherlands. The address of the Fund's principal executive
office is Oude Lindestraat 70; Postbus 2889, 6401 DL Heerlen. The Netherlands.
The name, principal occupation, citizenship and business address of each
director and of each executive officer of the Fund are as follows:
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS
NAME OCCUPATION CITIZENSHIP ADDRESS
- ---- ---------- ----------- -------
<S> <C> <C> <C>
J. Kleiterp Executive Chairman of The Netherlands Bestuur Abp
the Board of Trustees of P.O. Box 30909
the Fund 2500 GX DEN HAAG
H.J. Albersen Trustee of the Fund The Netherlands CMHF
P.O. Box 80204
2508 AM DEN HAAG
E.J. Anneveld Trustee of the Fund The Netherlands C.F.O.
P.O. Box 84501
2508 AM DEN HAAG
W. Drees Trustee of the Fund The Netherlands Wieringenmeen 36
3844 NA HARDERWIJK
P.H. Holthuis Trustee of the Fund The Netherlands Ministerie van O&W/BR/DG
P.O. Box 25000
2700 LZ ZOETERMEER
L. Koopmans Trustee of the Fund The Netherlands Lange Voorhout 86, app. 24
2514 EJ DEN HAAG
R. van Leeuwen Trustee of the Fund The Netherlands ABOP
Herengracht 54
1015 BN AMSTERDAM
C.L.J. V. Overbeek Trustee of the Fund The Netherlands Katholieke Onderwijs
Vakorganisatie
Verrijn Stuartlaan 36
2280 EL RIJSWIJK
</TABLE>
Page 3 of 7
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS
NAME OCCUPATION CITIZENSHIP ADDRESS
- ---- ---------- ----------- -------
<S> <C> <C> <C>
A.C. van Pelt Trustee of the Fund The Netherlands Ned. Gennootschap van
Leraren
P.O. Box 407
3300 AK DORDRECHT
D.M. Sluimers Trustee of the Fund The Netherlands Ministerie van Financien
Casuariestraat 32
2511 VB DEN HAAG
A.F.P.M. Scherf Trustee of the Fund The Netherlands Icaruslaan 20
5631 LD EINDHOVEN
X.J. den Uyl First Deputy Chairman The Netherlands Linnaeuslaan 14
of the Fund 2012 PP HAARLEM
J.W.E. Neervens Executive Chairman of the The Netherlands Oude Lindestraat 70
Board of Directors 6411 EJ Heerlen
The Netherlands
S.J. van Driel Member of the Board The Netherlands Oude Lindestraat 70
of Directors 6411 EJ Heerlen
The Netherlands
J.M.G. Frijns Member of the Board The Netherlands Oude Lindestraat 70
of Directors 6411 EJ Heerlen
The Netherlands
J.F. Maassen Member of the Board The Netherlands Oude Lindestraat 70
of Directors 6411 EJ Heerlen
The Netherlands
J.H.R. van der Poel Member of the Board The Netherlands Oude Lindestraat 70
of Directors 6411 EJ Heerlen
The Netherlands
J.C.J.
Pluymaekers-Pessers Head of the Group The Netherlands Oude Lindestraat 70
Management Bureau 6411 EJ Heerlen
The Netherlands
</TABLE>
During the last five years, neither the Fund nor any of its executive
officers or directors has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, United States federal or state securities laws or finding any violation with
respect to such laws.
Page 4 of 7
<PAGE>
Item 3. Source and Amount of Funds or Other Contributions.
On September 10, 1999, the Fund acquired 7,109,004 shares of Common
Stock directly from the Issuer in an offering of securities registered under the
Securities Act of 1933, as amended, at a price of U.S. $21.10 per share of
Common Stock. Pursuant to purchase of such shares the Fund beneficially owned
7,109,004 shares of the Issuer (approximately 8.0% of the aggregate number of
shares of Common Stock outstanding).
The funds for the foregoing purchase of shares of Common Stock by the
Fund were supplied from Dutch public sector pensioners' contributions to the
Fund.
Item 4. Purpose of Transaction.
The Fund has acquired the shares of Common Stock from the purpose of
making an investment in the Issuer and not with the present intention of
acquiring control of the Issuer's business.
The Fund from time to time intends to review its investment in the
Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities. Based on such review, the fund will take such actions
in the future as the Fund may deem appropriate in light of the circumstances
existing from time to time. If the Fund believes that further investment in the
Issuer is attractive, whether because of the market price of the Issuer's
securities or otherwise, it may acquire shares of Common Stock or other
securities of the Issuer either in the open market or in privately negotiated
transactions. Similarly, depending on the market and other factors, the Fund may
determine to dispose of some or all of the shares of Common Stock currently
owned by the Fund or otherwise acquired by the Fund either in the open market or
in privately negotiated transactions.
Except as set forth above, the Fund has not formulated any plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction involving the Issuer or any
of its subsidiaries, (c) a sale or transfer of a material amount of the assets
of the Issuer or any of its subsidiaries, (d) any change in the present board of
Directors or management of the Issuer, (e) any material change in the Issuer's
capitalization or dividend policy, (f) any other material change in the Issuer's
business or corporate structure, (g) any change in the Issuer's charter or
bylaws or other instrument corresponding thereto or other action which may
impede the acquisition or control of the Issuer by any person, (h) causing class
of the Issuer's securities to be deregistered or delisted, (I) a class of equity
securities of the Issuer becoming eligible for termination of registration or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the date hereof, the Fund has the sole power to vote and
dispose of 7,109,004 shares of Common Stock. Based on information provided by
the Issuer to the Fund on September 10, 1999, the 7,109,004 shares of Common
Stock beneficially owned by the Fund
Page 5 of 7
<PAGE>
constitute approximately 8.0% of the outstanding issues. To the knowledge of the
Fund, no shares of Common Stock are beneficially owned by any director or
executive officer listed under Item 2.
(c) The Fund has effected no open market purchases of the Common Stock
during the past 60 days.
(d) To the knowledge of the Fund, no other person has the right to
receive or the power to direct the receipt of dividends from, or proceeds from
the sale of, any shares of Common Stock beneficially owned by the fund.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Neither the Fund nor any executive officers or directors has any
contracts, arrangements or understandings with any person with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
Page 6 of 7
<PAGE>
Signature
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
STICHTING PENSIOENFONDS ABP
Dated September 20, 1999
By /s/ Wim Borgdorff
------------------------------------
Wim Borgdorff
Managing Director
By /s/ Jean Frijns
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Jean Frijns
Managing Director
Page 7 of 7
<PAGE>
Exhibit A
to Schedule 13D
September 8, 1999
Duke-Weeks Realty Corporation
888 Keystone Crossing, Suite 1100
Indianapolis, Indiana 46240
Ladies and Gentlemen:
This letter is being delivered to you in connection with the purchase
by Stichting Pensioenfonds ABP ("ABP") of 7,109,004 shares of the common stock,
$.01 par value (the "Sale Shares") of Duke-Weeks Realty Corporation ("Duke") at
a price of $21.10 per share.
ABP agrees that during the period of 60 days from September 8, 1999,
ABP will not, without the prior written consent of Duke, directly or indirectly,
sell, offer to sell, grant any option for the sale of, enter into any agreement
to sell, or otherwise dispose of, any of the Sale Shares.
Duke agrees that during the period of 30 days from September 8, 19999,
Duke will not sell any shares of its common stock at a price net of commissions
and discounts less than $21.10 per share, except for sales under existing
employee benefit plans or Duke's direct stock purchase and dividend reinvestment
plan.
Very truly yours,
STICHTING PENSIOENFUNDS ABP
By: /s/ Barden Gale
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Barden Gale
Executive Vice President
ACCEPTED AND AGREED
DUKE-WEEKS REALTY CORPORATION
By: /s/ Dennis D. Oklak
-------------------------------------
Dennis D. Oklak
Executive Vice President, Chief
Administrative Officer and Treasurer
