SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DUKE-WEEKS REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1740409
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
(Address of principal executive offices) (Zip Code)
1999 DIRECTORS' STOCK OPTION AND DIVIDEND INCREASE UNIT PLAN
1999 SALARY REPLACEMENT STOCK OPTION AND DIVIDEND INCREASE UNIT PLAN
1996 DIRECTORS' STOCK PAYMENT PLAN
(Full title of the plans)
DENNIS D. OKLAK
DUKE-WEEKS REALTY CORPORATION
8888 KEYSTONE CROSSING, SUITE 1200
INDIANAPOLIS, INDIANA 46240
(Name and address of agent for service)
(317) 808-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered (1) share (2) price fee
- --------------------------------------------------------------------------------
Common Stock, par value
$.01 per share 2,100,000 $19.875 $41,737,500 $11,018.70
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Any additional shares to be issued as a result of stock dividends, stock
splits or similar transactions prior to the termination of this
Registration Statement shall be covered by this registration Statement as
provided in Rule 416.
(2) Determined pursuant to Rule 457(c) and (h) using average of reported high
and low prices on April 14, 2000.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, all of which are on file with the
Securities and Exchange Commission, are hereby incorporated by
reference in this registration statement:
(a) The Annual Report on Form 10-K for Duke-Weeks Realty Corporation
(File No. 1-9044) for the year ended December 31, 1999;
(b) The description of Duke's Common Stock contained in its
Registration Statement on Form 8-A (File No. 1-9044), as
amended;
(c) The Annual Report on Form 10-K for Weeks Corporation
(File No. 1-13254) for the year ended December 31, 1998; and
(d) The Quarterly Report on Form 10-Q for Weeks Corporation
(File No. 1-13254) for the quarter ended March 31, 1999.
All documents subsequently filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such reports and documents.
For purposes of this Registration Statement, any statement
contained in a report, document or appendix incorporated or deemed
to be incorporated by reference in this Registration Statement
shall be deemed to be modified or superseded to the extent that a
statement contained in this Registration Statement or in any
subsequently filed report, document or appendix which also is or is
deemed incorporated by reference modifies or supersedes such
statement in such report, document or appendix. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Upon the written or oral request of any person to whom this
Registration Statement has been delivered, the Company will provide
without charge to such person a copy of any and all of the
information (excluding exhibits thereto unless such exhibits are
specifically incorporated by reference into such information) that
has been incorporated by reference into this Registration Statement
but not delivered herewith. Requests should be directed to
Investor Relations at the following address and telephone number:
8888 Keystone Crossing, Suite 1200, Indianapolis, Indiana 46240,
(317) 808-6000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered
hereby will be passed on for the Company by Bose McKinney & Evans
LLP, Indianapolis, Indiana. Darell E. Zink, Jr., an officer and
director of Duke, was a partner in Bose McKinney & Evans LLP
through 1982 and was of counsel to that firm until December 1990.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is an Indiana corporation. The Company's officers
and directors are and will be indemnified under Indiana law, the
Articles of Incorporation of the Company, and the partnership
agreements of Duke Realty Limited Partnership (the "Operating
Partnership") and Duke Realty Services Limited Partnership (the
"Services Partnership") against certain liabilities. Chapter 37 of
The Indiana Business Corporation Law (the "IBCL") requires a
corporation, unless its articles of incorporation provide
otherwise, to indemnify a director or an officer of the corporation
who is wholly successful, on the merits or otherwise, in the
defense of any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, against reasonable
expenses, including counsel fees, incurred in connection with the
proceeding. The Company's Articles of Incorporation do not contain
any provision prohibiting such indemnification.
The IBCL also permits a corporation to indemnify a director,
officer, employee or agent who is made a party to a proceeding
because the person was a director, officer, employee or agent of
the corporation against liability incurred in the proceeding if
(i) the individual's conduct was in good faith and (ii) the
individual reasonably believed (A) in the case of conduct in the
individual 's official capacity with the corporation that the
conduct was in the corporation's best interests and (B) in all
other cases that the individual's conduct was at least not opposed
to the corporation's best interests and (iii) in the case of a
criminal proceeding, the individual either (A) had reasonable cause
to believe the individual's conduct was lawful or (B) had no
reasonable cause to believe the individual's conduct was unlawful.
The IBCL also permits a corporation to pay for or reimburse
reasonable expenses incurred before the final disposition of the
proceeding and permits a court of competent jurisdiction to order a
corporation to indemnify a director or officer if the court
determines that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether
or not the person met the standards for indemnification otherwise
provided in the IBCL.
The Company's Articles of Incorporation provide for certain
additional limitations of liability and indemnification. Section
13.01 of the Articles of Incorporation provides that a director shall not be
personally liable to the Company or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for voting for or assenting to an unlawful
distribution, or (iv) for any transaction from which the director
derived an
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<PAGE>
improper personal benefit. Section 13.02 of the Articles of
Incorporation generally provides that any director or officer of
the Company or any person who is serving at the request of the
Company as a director, officer, employee or agent of another entity
shall be indemnified and held harmless by the Company to the
fullest extent authorized by the IBCL against all expense,
liability and loss (including attorneys' fees, judgments, fines,
certain employee benefits excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
in connection with a civil, criminal, administrative or
investigative action, suit or proceeding to which such person is a
party by reason of the person's service with or at the request of
the Company. Section 13.02 of the Articles of Incorporation also
provides such persons with certain rights to be paid by the Company
the expenses incurred in defending any such proceedings in advance
of their final disposition and the right to enforce indemnification
claims against the Company by bringing suit against the Company.
The Company's Articles of Incorporation authorize the Company to
maintain insurance to protect itself and any director, officer,
employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against
expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability
or loss under the IBCL.
Each of the partnership agreements for the Operating Partnership
and the Services Partnership also provides for indemnification of
the Company and its officers and directors to substantially the
same extent provided to officers and directors of the Company in
its Articles of Incorporation, and limits the liability of the
Company and its officers and directors to the Operating Partnership
and its partners and to the Services Partnership and its partners,
respectively, to substantially the same extent limited under the
Company's Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration
Statement:
3.1 Second Amended and Restated Articles of Incorporation of Duke-
Weeks Realty Corporation, incorporated by reference from
Exhibit 3.1 to the Current Report of Duke-Weeks Realty
Corporation on Form 8-K filed July 15, 1999.
3.2 Second Amended and Restated Bylaws of Duke-Weeks Realty
Corporation, incorporated by reference from Exhibit 3.2 to the
Current Report of Duke-Weeks Realty Corporation on Form 8-K
filed July 15, 1999.
5 Opinion and consent of Bose McKinney & Evans LLP
regarding legality of the securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
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<PAGE>
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by Rule 3-19 to Regulation S-X at the start
of any delayed offering or throughout a continuous offering.
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<PAGE>
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Indianapolis, Indiana, on April , 2000.
DUKE-WEEKS REALTY CORPORATION
By: /s/ Dennis D. Oklak
-------------------------
Dennis D. Oklak
Executive Vice President
Chief Administrative Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities indicated as of the ____ day of
April, 2000.
SIGNATURE TITLE
Thomas L. Hefner* Director Chief Executive Officer
- ----------------------- and Chairman of the Board
Thomas L. Hefner (Principal Executive Officer)
Darell E. Zink, Jr.* Executive Vice President and Chief
- ------------------------ Financial Officer and a Director
Darell E. Zink, Jr. (Principal Accounting Officer)
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<PAGE>
/s/ Dennis D. Oklak Executive Vice President, Chief
- ---------------------- Administrative Officer and Treasurer
Dennis D. Oklak
Barrington H. Branch* Director
- ------------------------
Barrington H. Branch
Geoffrey Button* Director
- ------------------------
Geoffrey Button
William Cavanaugh III* Director
- -------------------------
William Cavanaugh III
Ngaire E. Cuneo* Director
- ------------------------
Ngaire E. Cuneo
Charles R. Eitel* Director
- ------------------------
Charles R. Eitel
Howard L. Feinsand* Director
- ------------------------
Howard L. Feinsand
L. Ben Lytle* Director
- ------------------------
L. Ben Lytle
William O. McCoy* Director
- ------------------------
William O. McCoy
John W. Nelley, Jr.* Director
- ------------------------
John W. Nelley, Jr.
James E. Rogers* Director
- ------------------------
James E. Rogers
Thomas D. Senkbeil* Director
- ------------------------
Thomas D. Senkbeil
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<PAGE>
Jay J. Strauss* Director
- ------------------------
Jay J. Strauss
A. Ray Weeks, Jr.* Director
- -----------------------
A. Ray Weeks, Jr.
*By: /s/ Dennis D. Oklak
- --------------------------
Dennis D. Oklak
Attorney-in-fact
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Exhibit 5
BOSE McKINNEY & EVANS LLP
2700 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46240
(317) 684-5000
April 14, 2000
Duke-Weeks Realty Corporation
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"), in connection with the
registration by the Company of 2,100,000 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), to be
sold in connection with the 1999 Directors' Stock Option and
Dividend Increase Unit Plan, the 1999 Salary Replacement Stock
Option and Dividend Increase Unit Plan and the 1996 Directors'
Stock Payment Plan. The Common Stock is the subject of a
Registration Statement, as amended (the "Registration Statement")
filed by the Company on Form S-8 under the Securities Act of 1933,
as amended.
We have examined photostatic copies of the Company's Second Amended
and Restated Articles of Incorporation and Second Amended and
Restated Bylaws 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
Common Stock has been duly authorized by all necessary corporate
action of the Company and when (a) the applicable provisions of the
Securities Act of 1933 and such state "blue sky" or securities
<PAGE>
Duke-Weeks Realty Corporation
April 14, 2000
Page 2
laws as may be applicable have been complied with and (b) any
shares of Common Stock to be issued by the Company have been issued
and delivered as described in the Registration Statement, such
shares of Common Stock will be legally issued, fully paid, and
nonassessable.
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-8 filed under the Securities Act
of 1933 relating to the Common Stock.
Very truly yours,
BOSE McKINNEY & EVANS LLP
The Board of Directors
DUKE-WEEKS REALTY CORPORATION
We consent to the use of our report dated January 25, 2000 on the
consolidated financial statements of Duke-Weeks Realty
Corporation and subsidiaries and the related financial statement
schedule as of December 31, 1999 and 1998 and for each of the
years in the three-year period ended December 31, 1999, which
report appears in the annual report on Form 10-K of Duke-Weeks
Realty Corporation for the year ended December 31, 1999,
incorporated herein by reference.
KPMG LLP
Indianapolis, Indiana
April 13, 2000
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 Corporation's
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
April 13, 2000
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ Geoffrey Button
----------------------
Geoffrey Button
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ Ngaire E. Cuneo
-------------------
Ngaire E. Cuneo
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ Howard L. Feinsand
----------------------
Howard L. Feinsand
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ L. Ben Lytle
----------------
L. Ben Lytle
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ James E. Rogers
-------------------
James E. Rogers
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ Jay J. Strauss
-------------------
Jay J. Strauss
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ A. Ray Weeks, Jr.
---------------------
A. Ray Weeks, Jr.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Darell E.
Zink, Jr., Dennis D. Oklak and John R. Gaskin, and each of them,
his attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in any and all capacities, to sign a
Registration Statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") for the registration of
Common Stock of Duke-Weeks Realty Corporation (the "Company") in
connection with the Company's employee benefit plans, any or all
pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: January 31, 2000 /s/ Thomas L. Hefner
---------------------
Thomas L. Hefner
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Dennis D. Oklak and John R. Gaskin, and each of them, his
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in any and all capacities, to sign a
Registration Statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") for the registration of
Common Stock of Duke-Weeks Realty Corporation (the "Company") in
connection with the Company's employee benefit plans, any or all
pre-effective amendments or post-effective amendments to the
Registration Statement (which amendments may make such changes in
and additions to the Registration Statement as such attorneys-in-
fact may deem necessary or appropriate), and any registration
statement for the offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of such attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of
such attorneys-in-fact and agents or his substitute or
substitutes may do or cause to be done by virtue hereof.
Dated: January 31, 2000 /s/ Darell E. Zink, Jr.
-----------------------
Darell E. Zink, Jr.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ Barrington H. Branch
-------------------------
Barrington H. Branch
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ William Cavanaugh III
--------------------------
William Cavanaugh III
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ Charles R. Eitel
---------------------
Charles R. Eitel
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ William O. McCoy
----------------------
William O. McCoy
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ John W. Nelley, Jr.
-----------------------
John W. Nelley, Jr.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints Thomas L.
Hefner, Darell E. Zink, Jr., Dennis D. Oklak and John R. Gaskin,
and each of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of Common Stock of Duke-Weeks Realty Corporation
(the "Company") in connection with the Company's employee benefit
plans, any or all pre-effective amendments or post-effective
amendments to the Registration Statement (which amendments may
make such changes in and additions to the Registration Statement
as such attorneys-in-fact may deem necessary or appropriate), and
any registration statement for the offering that is to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
of such attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorneys-in-fact and agents
or his substitute or substitutes may do or cause to be done by
virtue hereof.
Dated: January 31, 2000 /s/ Thomas D. Senkbeil
------------------------
Thomas D. Senkbeil
