As filed with the Securities and Exchange Commission on June 27, 2000
========================================================================
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, 1999
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-WEEKS REALTY CORPORATION
600 East 96th Street, SUITE 100
INDIANAPOLIS, INDIANA 46240
<PAGE>
DUKE REALTY 401(K) PLAN
Financial Statements with Supplemental Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE>
DUKE REALTY 401(K) PLAN
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
SCHEDULES
Schedule of Assets Held for Investment Purposes 1
Schedule of Reportable Transactions 2
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Associate 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, 1999 and 1998, 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, 1999 and 1998, 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. These supplemental schedules are
the responsibility of the Plan's management. 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 25, 2000
<PAGE>
DUKE REALTY 401(k) PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
--------- ----------
<S> <C> <C>
Assets held by Trustee:
Investments, at fair value:
Collective trust $2,730,501 $1,612,244
Mutual funds 10,669,436 9,959,324
Common stock 7,494,214 6,901,480
Loans to participants 551,658 441,324
Other assets 1,228,913 -
Cash held for investment 11,718 10,078
Contributions receivable:
Participant 104,945 91,449
Employer 49,557 46,456
---------- ----------
Net assets available for
plan benefits $22,840,942 $19,062,355
========== ==========
</TABLE>
See accompanying notes to financial statements
<PAGE>
DUKE REALTY 401(k) PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
-------- ----------
<S> <C> <C>
Additions to net assets:
Contributions:
Participants' salary deferral $ 2,191,807 $ 1,689,108
Employer matching of salary deferral 937,089 759,348
Employer discretionary contribution 711,248 495,187
Participants' rollover 661,057 855,218
---------- ----------
4,501,201 3,798,861
---------- ----------
Investment income:
Net depreciation in fair value
of investments (759,698) (667,256)
Interest and dividends 1,142,673 930,506
---------- ----------
382,975 263,250
---------- ----------
Total additions 4,884,176 4,062,111
---------- ----------
Deductions from net assets:
Benefits paid to participants 1,105,589 1,075,649
Administrative fees - 5,247
---------- ----------
Total deductions 1,105,589 1,080,896
---------- ----------
Net increase 3,778,587 2,981,215
Net assets available for plan benefits:
Beginning of year 19,062,355 16,081,140
---------- ----------
End of year $22,840,942 $19,062,355
========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
DUKE REALTY 401(K) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(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.
(a) GENERAL
The Plan is a defined contribution plan sponsored by Duke
Realty Investments, Inc. (the Employer) covering all full-
time employees who have completed six months 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).
(b) CONTRIBUTIONS
Eligible participants may elect to defer a percentage of
their compensation to be contributed to their Employee
Deferral Account. The Plan stipulates 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. 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-Weeks Realty Corporation, the
parent of the general partner of the Employer. The Plan
currently offers six mutual funds, two collective trusts, a
Duke-Weeks stock fund, and a Self-Direct RCMA Option Fund
which allows participants to direct their contributions into
the stock or mutual funds of their choice.
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-Weeks Realty Corporation.
(c) PARTICIPANTS ACCOUNTS
Each participant's account is credited with the
participant's contribution, the Employer matching
contribution, allocations of the Employer's discretionary
contribution (when applicable), Plan earnings, and
forfeitures of terminated participants' non-vested accounts
upon the distribution of the vested portion of their
accounts. Effective January 1, 1999, the Plan was amended to
require forfeitures to be used to reduce the employer
matching contributions. The benefit to which a participant
is entitled is the benefit that can be provided from the
participant's account.
(d) VESTING
Participants are immediately vested in elective salary
reduction contributions and the actual earnings thereon.
Vesting in the discretionary contribution, matching
contributions 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 and
vests an additional 20% for each year of service thereafter
and is 100% vested after five years of service.
<PAGE>
DUKE REALTY 401(K) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(e) 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 90 days.
(f) FORFEITURES
Participants who terminate employment and receive
distribution of the vested portion of their account forfeit
any non-vested portion of their account. Prior to January 1,
1999, these forfeitures were allocated to other participants
in the same manner as the discretionary contributions.
Effective January 1999, forfeitures are being used to reduce
the employer matching contributions. In 1999, employer
contributions were reduced by $32,379 from forfeited non-
vested accounts.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) 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.
(b) BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual
basis of accounting.
(c) 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.
(d) ADMINISTRATIVE EXPENSES
Trustee fees and other expenses, except participant loan
fees, are paid directly by the Employer.
(e) 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.
<PAGE>
DUKE REALTY 401(K) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(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) INVESTMENTS
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, Accounting for
and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters (SOP 99-3). SOP 99-3 simplifies
the disclosure for certain investments and is effective for
plan years ending after December 15, 1999. The Plan adopted SOP
99-3 during the Plan year ending December 31, 1999.
Accordingly, information previously required to be disclosed
about participant-directed fund investment programs is not
presented in the Plan's 1999 financial statements. The Plan's
1998 financial statements have been reclassified to conform
with the current year's presentation.
The following table represents the fair value of individual
investments which exceed 5 percent of the Plan's net assets
available for plan benefits as of December 31:
1999 1998
---- ----
Merrill Lynch Capital Fund, Inc.
Class D Shares $3,752,250 $4,258,051
Merrill Lynch Equity Index Trust 1,743,090 700,211
GAM International Fund Class A Shares 1,312,030 957,492
Pimco Mid-Cap Growth Fund Class A Shares 2,164,545 2,072,895
Massachusetts Investors Trust 2,631,669 2,098,329
Self-Direct RCMA Option Fund 1,228,913 -
Duke-Weeks Realty Corporation Common
Stock - Participant Directed 2,056,486 2,271,838
Duke-Weeks Realty Corporation Common
Stock - Non-Participant Directed 5,437,728 4,629,642
The Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
1999 1998
---- -----
Collective trusts $ 249,918 $ 86,642
Common Stock (1,320,894) (219,613)
Mutual Funds 180,107 (534,285)
Self-Direct RCMA Option Fund 131,171 -
--------- -------
$ (759,698) $(667,256)
========= =======
<PAGE>
DUKE REALTY 401(K) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(5) NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components
of the changes in net assets relating to the non-participant-
directed investments is as follows:
December 31,
------------
1999 1998
---- ----
Net assets:
Common Stock $5,437,728 $4,629,642
Contributions receivable 49,557 46,456
--------- ---------
$5,487,285 $4,676,098
========= =========
Years Ended
December 31,
1999 1998
---- -----
Changes in net assets:
Contributions $1,668,544 $1,283,150
Dividends 356,124 215,258
Net depreciation (949,146) (174,816)
Benefits paid to participants (281,615) (274,373)
Transfers from participant-
directed Investments 17,280 4,654
--------- ---------
$ 811,187 $1,053,873
========= =========
(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.
<PAGE>
DUKE REALTY 401(K) PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(8) BENEFITS PAYABLE
At December 31, 1999 and 1998, benefits payable to participants
amounted to $141,699 and $0, respectively.
(9) PARTY-IN-INTEREST TRANSACTIONS
The following investment funds are sponsored by Merrill Lynch,
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 the Employer. Therefore, these transactions are considered
to be party-in-interest transactions.
<PAGE>
Schedule 1
DUKE REALTY 401(k) PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
Part
in-
Inter- Description of Current
est Identity Investment Shares Cost Value
------ ---------------- ------------------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Collective trusts:
* Merrill Lynch ML Retirement
Preservation Trust 987,411 N/A $ 987,411
* Merrill Lynch ML Equity Index
Trust 17,224 N/A 1,743,090
--------- ----------
1,004,635 2,730,501
========= ==========
Mutual funds:
* Merrill Lynch ML Capital Fund, Inc.
Class D Shares 117,221 N/A $ 3,752,250
Oppenheimer Oppenheimer Strategic,
Family of Funds Inc. Fund 71,885 N/A 313,417
Munder Family Munder Small Company
of Funds Growth Fund 27,621 N/A 495,525
GAM Family of GAM International Fund
Funds Fund Class A Shares 40,797 N/A 1,312,030
Pimco Family Pimco Mid-Cap Growth
of Funds Class A Shares 83,930 N/A 2,164,545
MFS Family of Massachusetts Investors
Funds Trust 125,617 N/A 2,631,669
--------- ----------
467,071 $10,669,436
========= ==========
Common stock:
Duke-Weeks Common stock -
Realty Participant
Corporation Directed 105,461 N/A $ 2,056,486
Common stock -
Nonparticipant
Directed 278,858 $5,530,937 5,437,728
--------- ----------
384,319 $ 7,494,214
========= ==========
Other assets:
N/A Self-Direct RCMA
Option Fund 1,228,913 N/A $ 1,228,913
========= ==========
Loans to participants:
* N/A Participant loans - N/A $ 551,658
========= ==========
</TABLE>
<PAGE>
Schedule 2
DUKE REALTY 401(k) PLAN
Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
Purchase Selling Lease
Identity of Party Involved Description of Asset Price Price Rental
-------------------------- -------------------- -------- -------- ------
<S> <C> <C> <C> <C>
Duke-Weeks Realty Corp. Common Stock $2,165,707 - -
Duke-Weeks Realty Corp. Common Stock - 410,641 -
</TABLE>
Schedule 2
DUKE REALTY 401(k) PLAN
Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
Current
Value on
Expense Cost of Transaction Gain/
Identity of Party Involved Incurred Asset Date Loss
----------------------------- -------- ------- --------- -------
<S> <C> <C> <C> <C>
Duke-Weeks Realty Corporation - $2,165,707 - -
Duke-Weeks Realty Corporation - 379,156 410,641 31,485
</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 27, 2000 /s/ Dennis D. Oklak
----------------------
Dennis D. Oklak
Plan Administrator
<PAGE>
The Board of Directors
DUKE-WEEKS REALTY CORPORATION:
We consent to incorporation by reference in the registration
statement (No. 33-55727) on Form S-8 of Duke-Weeks Realty
Corporation of our report dated May 25, 2000, relating to the
statements of net assets available for plan benefits of Duke Realty
401(k) Plan as of December 31, 1999 and 1998, 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, 1999, annual report on
Form 11-K of Duke Realty 401(k) Plan.
KPMG LLP
Indianapolis, Indiana
June 27, 2000
