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): September 9, 1999
DUKE-WEEKS REALTY CORPORATION
(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) 808-6000
Not applicable
(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is being filed pursuant to Regulation
S-K Item 601(b) in lieu of filing the otherwise required exhibit
to the registration statement on Form S-3 of the Registrant, file
no. 333-49911, 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.
Exhibit
Number Exhibit
- ------- -------
8 Tax opinion of Bose McKinney & Evans LLP, including consent.
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-WEEKS REALTY CORPORATION
Date: September 9, 1999 By:/s/ Matthew A. Cohoat
------------------------
Matthew A. Cohoat
Vice President and
Corporate Controller
-2-
BOSE McKINNEY & EVANS LLP
135 North Pennsylvania Street
Suite 2700
Indianapolis, Indiana 46204
September 9, 1999
Duke-Weeks Realty Corporation
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Gentlemen:
We have acted as counsel to Duke-Weeks Realty Corporation,
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. 333-49911 (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 7,109,004 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 Prospectus Supplement and the
accompanying prospectus and 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.
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, and (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.
<PAGE>
Duke-Weeks Realty Corporation
September 9, 1999
Page 2
Based upon and subject to the foregoing, we are of the
opinion that the impact of the Taxpayer Relief Act of 1997 and
the IRS Restructuring Act upon 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.
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. 333-49911) 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 LLP
