-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P4jR2stzgV2FOVLyzskuH4e/S112WPKzRqqIaKN1SjWUoMcKWFawuDrjnHUEwn3X mJwuQw2Q1sd0+4AvUt2RkA== 0000912057-02-005749.txt : 20020414 0000912057-02-005749.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-005749 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUKE REALTY LIMITED PARTNERSHIP/ CENTRAL INDEX KEY: 0001003410 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 351898425 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50325 FILM NUMBER: 02542686 BUSINESS ADDRESS: STREET 1: 600 EAST 96TH STREET STREET 2: SUITE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178086000 MAIL ADDRESS: STREET 1: 600 EAST 96TH STREET STREET 2: SUITE 100 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 FORMER COMPANY: FORMER CONFORMED NAME: DUKE REALTY LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19951114 FORMER COMPANY: FORMER CONFORMED NAME: DUKE WEEKS REALTY LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19990716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DUKE ACQUISITIONS INC CENTRAL INDEX KEY: 0001167367 IRS NUMBER: 58266003 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3950 SHACKLEFORD ROAD STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30096-8268 BUSINESS PHONE: 7707173200 MAIL ADDRESS: STREET 1: 3950 SHACKLEFORD ROAD STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30096-8268 SC 13D 1 a2070411zsc13d.htm SC 13D Prepared by MERRILL CORPORATION
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)


Duke Realty Limited Partnership

(Name of Issuer)

Limited Partner Units

(Title of Class of Securities)

 

 

N/A

 

 
   
(CUSIP Number)
   

John R. Gaskin
Duke Acquisition, Inc.
3950 Shackleford Road, Suite 300
Duluth, Georgia 30096-8268
(770) 717-3200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 1, 2002

(Date of Event Which Requires Filing of This Statement)

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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. :

(Continued on following pages)

Page 1 of 5


CUSIP No.        N/A    
             

1.   NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - (ENTITIES ONLY)

 

 

Duke Acquisition, Inc.
58-2660037

 

 

 

 

2.   CHECK THE APPROPRIATE BOX IF A   (a)   / /
    MEMBER OF A GROUP   (b)   / /

 

 

 

 

 

 

 

3.   SEC USE ONLY

 

 

 

 

 

 

 

4.   SOURCE OF FUNDS

 

 

OO

 

 

 

 

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

 

 

 

 

 

 

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Duke Acquisition, Inc. is a Georgia corporation.

 

 

 

 

NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH:
  7.   SOLE VOTING POWER

 

 

 

 

 

 

129,932,554
       
        8.   SHARED VOTING POWER

 

 

 

 

 

 

- -0-
       
        9.   SOLE DISPOSITIVE POWER

 

 

 

 

 

 

129,932,554
       
        10.   SHARED DISPOSITIVE POWER

 

 

 

 

 

 

- -0-

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

129,932,554

 

 

 

 

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

/ /

 

 

 

 

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

 

88.6%

 

 

 

 

14.   TYPE OF REPORTING PERSON

 

 

CO

 

 

 

 

Page 2 of 5



Item 1. Security and Issuer.

Class of Equity Securities:
Name of Issuer:
Address of Issuer's
Principal Executive Officers:
  Limited Partner Units
Duke Realty Limited Partnership
  
900 East 96th Street, Suite 100
Indianapolis, Indiana 46240

Item 2. Identity and Background.

    (a)
    The name of the person filing this statement is Duke Acquisition, Inc., a Georgia corporation ("DAI").
    (b)
    The address of the principal office and principal place of business of DAI is 3950 Shackleford Road, Suite 300, Duluth, Georgia 30096-8268.
    (c)
    As its principal business, DAI performs services associated with the acquisition and disposition of rental real estate.
    (d)
    During the past five years, DAI has not been convicted in a criminal proceeding.
    (e)
    During the past five years, DAI has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which DAI was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Item 3.    Source and Amount of Funds or Other Consideration.

        On January 1, 2002, DAI issued 1,000 shares of its common stock, $0.01 par value per share, which constitutes of all of DAI's issued and outstanding common stock, to Duke Realty Limited Partnership in exchange for the 129,932,554 limited partner units.

Item 4.    Purpose of Transaction.

        On January 1, 2002, 129,932,554 units of general partnership interests owned by Duke Realty Corporation in Duke Realty Limited Partnership ("DRLP") were converted to limited partnership interests and immediately contributed by Duke Realty Corporation to Duke Acquisition, Inc.("DAI"). Because DAI is a wholly owned subsidiary of Duke Realty Corporation, there was no beneficial change in the ownership of these units. Following the contribution, Duke Realty Corporation continues to own a General Partnership interest in DRLP and is the sole General Partner in DRLP. This transaction will assist Duke Realty Corporation and its subsidiaries in minimizing their future state and local tax costs.

        The reporting entity has no plan or proposals of the types described in subsections (a)—(j) of Item 4 of Schedule 13D.

Item 5.    Interest in Securities of the Issuer.

(a)   Amount beneficially owned:   129,932,554  

 

 

Percent of class:

 

88.6

%

(b)

 

Number of shares as to which the reporting person has:

 

 

 
(i)   Sole power to vote or direct the vote:   129,932,554*
(ii)   Shared power to vote or direct the vote:   0
(iii)   Sole power to dispose or to direct the disposition:   129,932,554*
(iv)   Shared power to dispose or to direct the disposition:   0
*These securities consist of limited partnership interests in the issuer. The voting control of the issuer is held by the general partner, Duke Realty Corporation.

(c)

 

Not applicable.

 

 

(d)

 

Not applicable.

 

 

(e)

 

Not applicable.

 

 

Page 3 of 5


Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

        None.

Item 7. Material to be Filed as Exhibits.

        None.

Page 4 of 5




SIGNATURE

        After reasonable 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.

Date: February 11, 2002   Duke Acquisition, Inc.

 

 

By

 

/s/ Howard L. Feinsand

        Howard L. Feinsand
        President

Page 5 of 5




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