-----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, LogNMU6EAVuD4gSd9+Oo+2K6HaniN9/rwMwqRIeiXkBI48eFEPiIDdPillh0GQAA gM+5sNoSLZPgHIQEhTV/cg== 0000783280-98-000012.txt : 19980331 0000783280-98-000012.hdr.sgml : 19980331 ACCESSION NUMBER: 0000783280-98-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980224 ITEM INFORMATION: FILED AS OF DATE: 19980327 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE REALTY INVESTMENTS INC CENTRAL INDEX KEY: 0000783280 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 351740409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09044 FILM NUMBER: 98577226 BUSINESS ADDRESS: STREET 1: 8888 KEYSTONE CROSSING STE 1200 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3175743531 8-K 1 8-K - ------------------------------------------------------------- ----------- - ------------------------------------------------------------- ----------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 25, 1998 DUKE REALTY INVESTMENTS, INC. (Exact name of registrant as specified in its charter) Indiana 1-9044 35-1740409 (State or jurisdiction of (Commission (I.R.S. Employer incorporation or organization)File Number) Identification No.) 8888 KEYSTONE CROSSING, SUITE 1200 INDIANAPOLIS, INDIANA 46240 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317) 574-3531 Not applicable (Former name or former address, if changed since last report) - ------------------------------------------------------------- - ----------- - ------------------------------------------------------------- - ----------- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Exhibit - ------- ------- 1 U.S. Terms Agreement dated March 25, 1998, which is being filed pursuant to Regulation S-K Item 601(b)(1) in lieu of filing the otherwise required exhibit to the registration statement on Form S-3 of the Registrant, file no. 333-26845, under the Securities Act of 1933, as amended (the "Registration Statement"), and which, as this Form 8-K filing is incorporated by reference in the Registration Statement, is set forth in full in the Registration Statement. 8 Tax opinion of Bose McKinney & Evans, including consent, which is being filed pursuant to Regulation S-K Item 601(b)(8) in lieu of filing the otherwise required exhibit to the Registration Statement and which, as this Form 8-K filing is incorporated by reference in the Registration Statement, is set forth in full in the Registration Statement. 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 INVESTMENTS, INC. Date: March 27, 1998 By: /s/ Dennis D. Oklak ------------------------- Dennis D. Oklak Executive Vice President and Chief Administrative Officer -2- EX-1 2 TERMS AGREEMENT DUKE REALTY INVESTMENTS, INC. (an Indiana Corporation) 839,395 Common Shares U.S. TERMS AGREEMENT March 25, 1998 TO: Duke Realty Investments, Inc. 8888 Keystone Crossing, Suite 1150 Indianapolis, IN 46240 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We understand that Duke Realty Investments, Inc., an Indiana corporation (the "Company"), proposes to issue and sell 839,895 shares of common stock (the "Common Stock") (such Common Stock being hereinafter referred to as the "Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we offer to purchase the Securities at the purchase price set forth below. The Securities shall have the following terms: Title of Securities: Common Stock Number of Shares: 839,895 Public offering price per share: $23.0267 Purchase price per share: $22.6219 Number of Option Securities: N/A Underwriter: Everen Securities, Inc. Underwriter's counsel Chapman & Cutler Additional terms, if any: (1) Sections 3(o) and 5(h) of the Underwriting Agreement referred to below are inapplicable to this transaction. (2) Section 5(b)(1) of the Underwriting Agreement referred to below is applicable to this transaction only to the extent of items (i), (ii), (iii), (vii), (viii),(ix), (xii), (xiii), (xvi),(xvii),(xviii) (with respect to the Company and the Operating Partnership only), (xix), (xx), (xxi), (xxii), (xxiii), (xxiv),(xxv) (with respect to the Company and the Operating Partnership only), (xxvi), (xxvii), (xxviii) (with respect to which counsel shall list certain exceptions thereto)and (xxix). (3) Section 5(b)(2) of the Underwriting Agreement referred to below is applicable to this transaction only to the extent of items 5(b)(1)(i)(with respect to the first sentence only), 5(b)(1)(ix)(with respect to the first sentence only), 5(b)(1) (xiii)(with respect to the first clause only), and 5(b)(1)(xxiii). Closing Time, date and location: March 30, 1998, 9:00 a.m., Chicago Time, Chapman & Cutler, Chicago, Illinois 60603 All the provisions contained in the document attached as Annex A hereto entitled "Duke Realty Investments, Inc. and Duke Realty Limited Partnership -- Common Stock, Preferred Stock, Depositary Shares and Debt Securities - U.S. Underwriting Agreement" are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. 2 Please accept this offer no later than six o'clock P.M. (New York City time) on March 25, 1998 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, EVEREN SECURITIES, INC. BY: /s/ John R. Nikolich ------------------------- Name: John R. Nikolich Title:Senior Vice President - 3 - CONFIRMED AND ACCEPTED: as of the date first above written DUKE REALTY INVESTMENTS, INC. BY: /s/ Matthew A. Cohoat ----------------------- Name: Matthew A. Cohoat Title: Vice President and Corporate Controller 4 EX-8 3 TAX OPINION OF BOSE MCKINNEY & EVANS BOSE McKINNEY & EVANS 135 North Pennsylvania Street Suite 2700 Indianapolis, Indiana 46204 March 25, 1998 Duke Realty Investments, Inc. 8888 Keystone Crossing, Suite 1200 Indianapolis, Indiana 46240 Gentlemen: We have acted as counsel to Duke Realty Investments, Inc., an Indiana corporation (the "Company"), in connection with the shelf registration by the Company of shares of the Company's common stock ("Common Stock") pursuant to a Registration Statement, file no. 333-26845 (the "Registration Statement"), on Form S-3 under the Securities Act of 1933, as amended. The Company has filed a prospectus supplement (the "Prospectus Supplement") relating to the offering of 839,895 shares of Common Stock. In connection therewith, you have requested our opinion regarding certain United States Federal income tax matters discussed in the Prospectus Supplement. All capitalized terms used herein have their respective meanings as set forth in the Prospectus Supplement and accompanying Prospectus unless otherwise stated. In rendering the opinions stated below, we have examined and relied, with your consent, upon the following: (i) The Prospectus Supplement and the accompanying prospectus; and (ii) Such other documents, records and instruments as we have deemed necessary in order to enable us to render the opinion referred to in this letter. Duke Realty Investments, Inc. March 25, 1998 Page 2 In our examination of the foregoing documents, we have assumed, with your consent, that (i) all documents reviewed by us are original documents, or true and accurate copies of original documents, and have not been subsequently amended, (ii) the signatures on each original document are genuine, (iii) each party who executed the document had proper authority and capacity, (iv) all representations and statements set forth in such documents are true and correct, (v) all obligations imposed by any such documents on the parties thereto have been or will be performed or satisfied in accordance with their terms and (vi) the Company, the Operating Partnership and the Services Partnership at all times will be organized and operated in accordance with the terms of such documents. We have further assumed the accuracy of the statements and descriptions of the Company's, the Operating Partnership's and the Services Partnership's intended activities as described in the Registration Statement, the Prospectus Supplement and the reports incorporated in the Registration Statement by reference. Based upon and subject to the foregoing, we are of the opinion that the impact of the Taxpayer Relief Act of 1997 and the pending tax proposals described in the Prospectus Supplement upon the Company and its shareholders and the tax consequences of the ownership of Common Stock will be consistent with the discussion contained in the section entitled "Certain Federal Income Tax Considerations" in the Prospectus Supplement. The opinions set forth in this letter represent our conclusions as to the application of federal income tax laws existing as of the date of this letter to the transactions described herein. We can give no assurance that legislative enactments, administrative changes or court decisions may not be forthcoming that would modify or supersede our opinions. Moreover, there can be no assurance that positions contrary to our opinions will not be taken by the IRS, or that a court considering the issues would not hold contrary to such opinions. Further, the opinions set forth above represent our conclusions based upon the documents, facts and representations referred to above. Any material amendments to such documents, changes in any significant facts or inaccuracy of such representations could affect the opinions referred to herein. Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel, we have not undertaken an independent investigation of the facts referred to in this letter. Duke Realty Investments, Inc. March 25, 1998 Page 3 We express no opinion as to any federal income tax issue or other matter except those set forth or confirmed above. We consent to the filing of this opinion with Form 8-K, to the incorporation by reference of this opinion as an exhibit to the registration statement of the Company and Duke Realty Limited Partnership (file no. 333-26845) and any registration statement filed under Rule 462(b) relating to such registration statement and to the reference to our firm under the heading "Legal Matters" in the Prospectus Supplement. Very truly yours, /s/ Bose McKinney & Evans -----END PRIVACY-ENHANCED MESSAGE-----