-----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, G9mDzh9uvTsMv0kjwASmM8WtZH5SyMIqF74E/XdhBy8Na+TcJhhbyNJVyScMowe4 ZpSj/oUyhHk4J4FRTe88iQ== 0001104659-08-013857.txt : 20080228 0001104659-08-013857.hdr.sgml : 20080228 20080228170426 ACCESSION NUMBER: 0001104659-08-013857 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080228 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events FILED AS OF DATE: 20080228 DATE AS OF CHANGE: 20080228 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20625 FILM NUMBER: 08651525 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 WEEKS REALTY LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19990716 FORMER COMPANY: FORMER CONFORMED NAME: DUKE REALTY LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19951114 8-K 1 a08-6302_28k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  February 28, 2008

 

DUKE REALTY LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

 

Indiana

 

0-20625

 

35-1898425

(State or other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

600 East 96th Street

Suite 100

Indianapolis, IN 46240

(Address of Principal Executive Offices, Zip Code)

 

Registrant’s telephone number, including area code: (317) 808-6000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 3.02.              Unregistered Sales of Equity Securities.

 

On February 28, 2008, Duke Realty Limited Partnership (the “Partnership”), pursuant to the authority granted pursuant to Section 4.02(a) of the Partnership’s Second Amended and Restated Agreement of Limited Partnership, as amended (the “Partnership Agreement”), authorized the issuance of an additional 100,000 of its 8.375% Series O Cumulative Redeemable Preferred Units to Duke Realty Corporation, as the Partnership’s Sole General Partner (the “Company”), in connection with the Company’s registered public offering (the “Offering”) of 1,000,000 Depositary Shares, each representing 1/10th of a share of the Company’s related 8.375% Series O Cumulative Redeemable Preferred Shares (the “Series O Preferred Shares”), pursuant to the underwriters’ exercise of their over-allotment option. The Series O Preferred Units were issued in a transaction that was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon applicable exemptions from registration under Section 4(2) of the Act.

 

Item 8.01.              Other Events.

 

On February 28, 2008, the Company completed the issuance of 100,000 Series O Preferred Shares to American Stock Transfer & Trust Company, as depositary, and the related issuance and sale to the public of 1,000,000 Depositary Shares, each representing 1/10th of a share of the Company’s Series O Preferred Shares, pursuant to the exercise by the underwriters’ of their over-allotment option.  The Depositary Shares were registered with the Securities and Exchange Commission pursuant to the Company’s registration statement on Form S-3 (Registration Statement No. 333-136173) under the Securities Act of 1933, as amended.

 


 

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 REALTY LIMITED PARTNERSHIP

 

 

 

 

By:

Duke Realty Corporation

 

 

As its sole General Partner

 

 

 

February 28, 2008

By:

/s/ Howard L. Feinsand

 

 

Name:  Howard L. Feinsand

 

 

Title     Executive Vice President, General
Counsel and Corporate Secretary

 

 

 

 

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