-----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, Qd5reeZgBI2TSHHFD1bCuFYxMylHJ5MAUKi6ec4I5+2T26zBESjTMCN7kf2hnPDI XM5QmxP7dI5cslGROdsUeA== 0000912057-99-005361.txt : 19991115 0000912057-99-005361.hdr.sgml : 19991115 ACCESSION NUMBER: 0000912057-99-005361 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-04695 FILED AS OF DATE: 19991112 EFFECTIVENESS DATE: 19991112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE WEEKS 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-90871 FILM NUMBER: 99750364 BUSINESS ADDRESS: STREET 1: 8888 KEYSTONE CROSSING STREET 2: SUITE 1100 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178086000 MAIL ADDRESS: STREET 1: 8888 KEYSTONE CROSSING STREET 2: STE 1100 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 FORMER COMPANY: FORMER CONFORMED NAME: DUKE REALTY LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19951114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE WEEKS REALTY CORP CENTRAL INDEX KEY: 0000783280 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 351740409 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-90871-01 FILM NUMBER: 99750365 BUSINESS ADDRESS: STREET 1: 8888 KEYSTONE CROSSING STREET 2: STE 1200 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178086000 MAIL ADDRESS: STREET 1: 8888 KEYSTONE CROSSING STREET 2: STE 1200 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 FORMER COMPANY: FORMER CONFORMED NAME: DUKE REALTY INVESTMENTS INC DATE OF NAME CHANGE: 19920703 S-3MEF 1 S-3MEF - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 DUKE-WEEKS REALTY CORPORATION DUKE-WEEKS REALTY LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Duke Weeks Realty Corporation-Indiana 35-1740409 Duke Weeks Realty Limited Partnership-Indiana 35-1898425 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8888 Keystone Crossing Suite 1200 Indianapolis, Indiana 46240 (317) 574-3531 (Address, including zip code, and telephone number, including area code, of principal executive offices) Dennis D. Oklak 8888 Keystone Crossing Suite 1200 Indianapolis, Indiana 46240 (317) 574-3531 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Alan W. Becker, Esq. Bose McKinney & Evans LLP 135 North Pennsylvania Street, Suite 2700 Indianapolis, Indiana 46204 (317) 684-5000 Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / X / 333-04695 If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Proposed Maximum Title of Each Class Aggregate Amount of of Securities to be Offering Registration Registered Price Fee - ----------------------------------------------------------------------------- Debt Securities . . . . . . . . . . . . . . . . $25,000,000 $6,950.00 - ----------------------------------------------------------------------------- - -----------------------------------------------------------------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement filed by Duke-Weeks Realty Corporation, formerly known as Duke Realty Investments, Inc., and Duke-Weeks Realty Limited Partnership, formerly known as Duke Realty Limited Partnership, with the Securities and Exchange Commission, File No. 333-04695, pursuant to the Securities Act of 1933, as amended, is incorporated by reference into this Registration Statement. 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on November 12, 1999. DUKE-WEEKS REALTY CORPORATION By: /s/ Dennis D. Oklak ------------------------- Dennis D. Oklak Executive Vice President, Chief Administrative Officer and Treasurer DUKE-WEEKS REALTY LIMITED PARTNERSHIP By: 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, this Registration Statement has been signed below on November 12, 1999 by the following persons in the capacities indicated.
SIGNATURE TITLE Thomas L. Hefner* Director, Chief Executive Officer and Chairman of the Board - ------------------------- (Principal Executive Officer) Thomas L. Hefner Director and President and Chief Operating Officer - ------------------------- A. Ray Weeks, Jr. Darell E. Zink, Jr.* Executive Vice President, Chief Financial Officer and Director - ------------------------- (Principal Accounting Officer) Darell E. Zink, Jr. /s/ Dennis D. Oklak Executive Vice President and Chief Administrative Officer - ------------------------ Dennis D. Oklak Director - ------------------------ Barrington H. Branch Geoffrey Button* Director - ------------------------ Geoffrey Button Director - ------------------------ William Cavanaugh III Ngaire E. Cuneo* Director - ------------------------ Ngaire E. Cuneo Director - ------------------------ Charles R. Eitel
SIGNATURE TITLE Howard L. Feinsand* Director - ------------------------ Howard L. Feinsand L. Ben Lytle* Director - ------------------------ L. Ben Lytle Director - ------------------------ William O. McCoy Director - ------------------------ John W. Nelley, Jr. James E. Rogers* Director - ------------------------ James E. Rogers Director - ------------------------ Thomas D. Senkbeil Jay J. Strauss* Director - ------------------------ Jay J. Strauss
* By: /s/ Dennis D. Oklak ------------------- Dennis D. Oklak Attorney-in-fact INDEX TO EXHIBITS
No. Exhibit - --- ----------------------- 5 Legality Opinion (including consent) 15 Letter re unaudited financial information 23.1 Consent of KPMG LLP 23.2 Consent of Arthur Andersen LLP 24 Powers of Attorney (incorporated by reference to Exhibit 24 to the Registrant's registration statement with file no. 333-04695).
EX-5 2 EXHIBIT 5 Exhibit 5 BOSE McKINNEY & EVANS LLP 2700 First Indiana Plaza 135 North Pennsylvania Street Indianapolis, Indiana 46240 (317) 684-5000 November 10, 1999 Duke-Weeks Realty Corporation Duke-Weeks Realty Limited Partnership 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"), and Duke-Weeks Realty Limited Partnership, an Indiana limited Partnership (the "Partnership"), in connection with the registration by the Partnership pursuant to Rule 462(b) of $25,000,000 in maximum aggregate offering price of debt securities of the Partnership ("Debt Securities"). The Debt Securities are the subject of a Registration Statement (the "Registration Statement") filed by the Company and the Partnership on Form S-3 under the Securities Act of 1933, as amended. We have examined photostatic copies of the Partnership's Second Amended and Restated Agreement of Limited Partnership, as amended to date, 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 Debt Securities have been duly authorized by all necessary partnership action of the Partnership and when (a) the applicable provisions of the Securities Act of 1933 and such state "blue sky" or securities laws as may be applicable have been complied with and (b) the Debt Securities have been issued and delivered for value as contemplated in the Registration Statement, such Debt Securities will be legally issued and will be binding obligations of the Partnership. Duke-Weeks Realty Corporation Duke-Weeks Realty Limited Partnership November 10, 1999 Page 2 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-3 filed under the Securities Act of 1933 relating to the Debt Securities. Very truly yours, /s/ BOSE McKINNEY & EVANS LLP EX-15 3 EXHIBIT 15 The Partners DUKE-WEEKS REALTY LIMITED PARTNERSHIP (FORMERLY DUKE REALTY LIMITED PARTNERSHIP): With respect to the accompanying registration statement, we acknowledge our awareness of the use therein of our report dated August 3, 1999 related to our review of interim financial information. Pursuant to Rule 436 (c) under the Securities Act of 1933, such report is not considered a part of a registration statement prepared or certified by an accountant, or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. Indianapolis, Indiana /S/ KPMG LLP November 5, 1999 KPMG LLP EX-23.1 4 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Partners DUKE-WEEKS REALTY LIMITED PARTNERSHIP (FORMERLY DUKE REALTY LIMITED PARTNERSHIP): We consent to the use of our report dated January 26,1999, except as to note 12, which is as of March 1, 1999, on the consolidated financial statements of Duke Realty Limited Partnership and subsidiaries and the related financial statement schedule as of December 31, 1998 and 1997 and for each of the years in the three-year period ended December 31, 1998, which report appears in the annual report on Form 10-K of Duke Realty Limited Partnership for the year ended December 31, 1998, incorporated herein by reference. Indianapolis, Indiana /S/ KPMG LLP November 5, 1999 KPMG LLP EX-23.2 5 EXHIBIT 23.2 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' 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 November 5, 1999 -----END PRIVACY-ENHANCED MESSAGE-----