0001193125-11-194879.txt : 20110722 0001193125-11-194879.hdr.sgml : 20110722 20110722171544 ACCESSION NUMBER: 0001193125-11-194879 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110720 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110722 DATE AS OF CHANGE: 20110722 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: 11983132 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 d8k.htm FORM 8-K Form 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): July 20, 2011

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

 

Indiana    0-20625    35-1898425

(State of

Formation)

   

(Commission

File Number)

   

(IRS Employer

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:

 

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

 

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

 

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

 

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

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

    On July 20, 2011, Duke Realty Limited Partnership (the “Partnership”) executed the First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership (the “Amendment”). The effective date of the Amendment was July 20, 2011, and the purpose of the Amendment was to remove from the Fourth Amended and Restated Agreement of Limited Partnership those exhibits designating and setting forth the rights of the Partnership’s previously issued Series N Preferred Units, which series has since been redeemed in full and no units of which series are any longer outstanding. In accordance with Indiana law and the Partnership’s organizational documents, all such redeemed series of preferred units shall again become authorized but unissued preferred units, available for issuance by the Partnership.

    Pursuant to General Instruction F to the Securities and Exchange Commission’s Current Report on Form 8-K, the First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership is attached hereto as Exhibit 3.1 and is incorporated into this Item 5.03 by this reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d)    Exhibits

 

3.1

   

First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, effective July 20, 2011.

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 thereunto duly authorized.

 

DUKE REALTY LIMITED PARTNERSHIP
By:   Duke Realty Corporation, its sole general partner
By:  

            /s/ HOWARD L. FEINSAND

  Howard L. Feinsand
 

Executive Vice President, General Counsel

and

Corporate Secretary

Dated:  July 22, 2011

EX-3.1 2 dex31.htm FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT First Amendment to Fourth Amended and Restated Agreement

Exhibit 3.1

FIRST AMENDMENT TO

FOURTH AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP

OF DUKE REALTY LIMITED PARTNERSHIP

The undersigned, as the General Partner of Duke Realty Limited Partnership (the “Partnership”), hereby amends the Partnership’s Fourth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), pursuant to Sections 4.02(a) and 9.05(a)(v) of the Partnership Agreement, to (a) de-designate all series of preferred units that were designated as Series N Preferred Units, and (b) delete those exhibits designating and setting forth the rights of the Partnership’s previously issued Series N Preferred Units, which series has since been redeemed in full and no units of which series are any longer outstanding. In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby. Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.

[SIGNATURE PAGE TO FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF DUKE REALTY LIMITED PARTNERSHIP]

 

 

Dated:  July 20, 2011

   DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership
  By:   DUKE REALTY CORPORATION, an Indiana corporation, its sole general partner
    By:  

    /s/ HOWARD L. FEINSAND

      Howard L. Feinsand
      Executive Vice President, General
      Counsel and Corporate Secretary