-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ZsXAvUmaQ5mI6GmJubojXFKU8zWABuf/y4P8lSBH6nqphFx5LzlIwD7etDIqfSZD sdL/TcTFfV6TrIa8wrs2gQ== 0000912057-94-003294.txt : 19941003 0000912057-94-003294.hdr.sgml : 19941003 ACCESSION NUMBER: 0000912057-94-003294 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940930 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE REALTY INVESTMENTS INC CENTRAL INDEX KEY: 0000783280 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 351740409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09044 FILM NUMBER: 94551204 BUSINESS ADDRESS: STREET 1: 8888 KEYSTONE CROSSING STE 1200 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178464700 11-K 1 FORM 11-K As filed with the Securities and Exchange Commission on September 30, 1994 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) /x/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee required) For the fiscal year ended December 31, 1993 Or / / Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required) For the transition period from ________ to __________ Commission file number: 1-9044 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DUKE REALTY INVESTMENTS, INC. 8888 KEYSTONE CROSSING, SUITE 1200 INDIANAPOLIS, INDIANA 46240 ================================================================================ FINANCIAL STATEMENTS The following financial statements are filed in connection with the filing by the issuer of a registration statement on Form S-8 pursuant to General Instruction A.2(ii) for Form S-8. KPMG PEAT MARWICK LLP [LETTERHEAD] INDEPENDENT AUDITORS' REPORT The Employee Benefits Committee Duke Realty Profit Sharing and Salary Deferral Plan: We have audited the accompanying statement of net assets available for plan benefits of Duke Realty Profit Sharing and Salary Deferral Plan as of December 31, 1993, and the related statement of changes in net assets available for plan benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The accompanying financial statements of Duke Realty Profit Sharing and Salary Deferral Plan as of and for the year ended December 31, 1992, were audited by other auditors whose report thereon dated September 3, 1993, expressed a qualified opinion on those statements because a limited scope audit was performed as permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of Duke Realty Profit Sharing and Salary Deferral Plan as of December 31, 1993, and the changes in net assets available for plan benefits for the year then ended, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG PEAT MARWICK LLP September 21, 1994 -1- [KIMMERLING, MYERS & CO., INC. - Letterhead] Duke Associates Employee Benefits Plan Committee We were engaged to audit the financial statements and supplemental schedule of Duke Associates Profit Sharing and Salary Deferral Plan (Plan) as of December 31, 1992, and for the year then ended, as listed in the accompanying index. These financial statements and schedule are the responsibility of the Plan's management. As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the plan administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information discussed in Note (7) to the financial statements, which was certified by Northwestern Mutual Life Insurance Company and Manulife Financial, the trustees of the Plan, except for comparing such information with the related information included in the 1992 financial statements and supplemental schedule. We have been informed by the plan administrator that the trustees hold the Plan's assets and execute investment transactions. The plan administrator has obtained certifications from the trustees as of and for the year ended December 31, 1992, that the information provided to the plan administrator by the trustees is complete and accurate. Because of the significance of the information in the Plan's 1992 financial statements and supplemental schedule that we did not audit, we are unable to, and do not, express an opinion on the accompanying financial statements and supplemental schedule as of and for the year ended December 31, 1992. The form and content of the information included in the 1992 financial statements and schedule, other than that derived from the information certified by the trustees, has been audited by us in accordance with generally accepted auditing standards and, in our opinion, are presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Securities Act of 1974. The financial statements of Duke Associates Profit Sharing and Salary Deferral Plan as of and for the year ended December 31, 1991, were audited by other auditors whose report dated September 30, 1992, expressed an opinion that such financial statements present fairly, in all material respects, the financial status of the Plan as of and for the year ended December 31, 1991, in conformity with generally accepted accounting principles. September 3, 1993 /s/ Kimmerling, Myers & Co., Inc. DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN Statements of Net Assets Available for Plan Benefits December 31, 1993 and 1992
1993 1992 ---- ---- Assets held by Trustee: Investments, at fair market value: Balanced fund $3,764,518 3,108,196 Stock fund 779,287 -- Single premium retirement annuity 16,646 15,753 Guaranteed fund -- 444,013 Insurance cash surrender value 72,412 52,866 Cash equivalents: Money market fund 1,494,496 1,246,346 Contributions receivable: Participant -- 33,123 Employer 210,693 106,981 ---------- ---------- Net assets available for benefits $6,338,052 5,007,278 ---------- --------- ---------- ---------
See accompanying notes to financial statements. -2- DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN Statements of Changes in Net Assets Available for Plan Benefits Years Ended December 31, 1993 and 1992
1993 1992 ---- ---- Additions to net assets: Contributions: Employees' salary deferral $ 519,588 525,051 Employer matching of salary deferral 204,816 216,374 Employer profit sharing 801,625 -- Employee rollovers 33,371 28,801 ---------- --------- 1,559,400 770,226 ---------- --------- Investment income: Net increase in fair market value of investments 302,395 207,171 Interest and dividends 10,047 46,727 Increase in insurance cash surrender value 21,697 19,140 ---------- --------- 334,139 273,038 ---------- --------- Total additions 1,893,539 1,043,264 ---------- --------- ---------- --------- Deductions from net assets: Benefits paid to participants 528,835 562,192 Life insurance premium payments 26,571 28,381 Administrative expenses 7,359 9,081 ---------- --------- Total deductions 562,765 599,654 ---------- --------- Net increase 1,330,774 443,610 Net assets available for plan benefits: Beginning of year 5,007,278 4,563,668 ---------- --------- End of year $6,338,052 5,007,278 ---------- --------- ---------- ---------
See accompanying notes to financial statements. -3- DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN Notes to Financial Statements (1) DESCRIPTION OF PLAN The following description of the Duke Realty Profit Sharing and Salary Deferral Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan sponsored by Duke Realty Service Limited Partnership and predecessor companies (the Employer) covering all full-time employees who have completed one-half year of service and are age 21 years or older as defined by the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Eligible participants may elect to defer a percentage of compensation to be contributed to their Employee Deferral Account. Each year the Employee Benefits Committee (the Committee) fixes the minimum and maximum percent that may be contributed, not to exceed 15% of the participants compensation, from the Employer for each plan year subject to limitations imposed by the Internal Revenue Service. The Employer matches participant contributions annually up to a maximum of the larger of $500 or 2% of total compensation. The Employer matching contribution is limited to the participant's first $150,000 of compensation, and the contribution is invested in the common stock of Duke Realty Investments, Inc., the parent of the general partner of the Employer. The Employer may also contribute a portion of its profits to the Plan. The Employer made a special contribution and a profit sharing contribution in 1993. At December 31, 1993, contributions receivable totaled $210,693, of which $25,769, $64,924 and $120,000 was due to the Money Market Fund, the Balance Fund and the Stock Fund, respectively. At December 31, 1992, contributions receivable totaled $140,104, of which $66,637 and $73,467 was due to the Money Market Fund and Balance Fund, respectively. Continued -4- DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN Notes to Financial Statements PARTICIPANTS ACCOUNTS Each participant's account is credited with the participant's contribution, the Employer matching contribution, allocations of the Employer's profit sharing contribution (when applicable), Plan earnings, and forfeitures of terminated participants' non-vested accounts upon the distribution of the vested portion of their accounts. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. LIFE INSURANCE A participant may direct the Trustee to purchase and pay premiums on insurance policies or contracts on the life of the participant. VESTING Participants are immediately vested in elective salary reduction contributions, Employer matching contributions and the actual earnings thereon. Vesting in the profit sharing contribution and the earnings thereon is based upon the years of service of the participant. A year of service means a plan year in which the participant completes at least 1,000 hours of service. A participant becomes 20% vested after three years of service and vests an additional 20% for each year of service thereafter and is 100% vested after seven years of service. BENEFITS When a distribution is made upon termination of service or retirement, a participant's vested account balance will be distributed in a lump-sum payment within 60 days after completion of the Plan valuation date for the period in which the event giving rise to the distribution occurred. FORFEITURES Participants who terminate employment and receive distribution of the vested portion of their profit sharing account forfeit any non-vested portion of their account. These forfeitures are allocated to other participants in the same manner as the profit sharing contributions. Continued -5- DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN Notes to Financial Statements (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ADMINISTRATIVE EXPENSES Trustee fees are paid by the Plan as incurred. Other expenses of the Plan are paid directly by the Employer. TAX STATUS The Plan obtained its latest determination letter on June 5, 1987, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter, and a new determination letter has been requested but not received. However, the plan administrator and the Plan's tax counsel believe that the Plan is currently designed and is being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. (3) PLAN TERMINATION Although it has not expressed any intent to do so, the Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. (4) INVESTMENTS The Balanced Fund is held and managed by Northwestern Mutual Life Insurance Company pursuant to a group annuity contract with the Plan. The fund invests in primarily common stocks and bonds. The Money Market Fund is held and managed by Northwestern Mutual Life Insurance Company pursuant to a group annuity contract with the Plan. The fund consists of money market instruments and other debt securities with maturities generally not exceeding one year. Continued -6- DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN Notes to Financial Statements The Stock Fund is held and managed by Robert W. Baird and Company pursuant to a group annuity contract with the Plan, the fund invests solely in common stock of Duke Realty Investments, Inc. The Single Premium Retirement Annuity is held and managed by Northwestern Mutual Life Insurance Company. The fund invests in primarily common stocks and bonds. The Guaranteed Fund was held and managed by Manufacturers Life Insurance Company pursuant to a group annuity contract with the Plan. The fund consisted of unallocated deposit administration contracts in Manufacturers Life Insurance Company general account maturing at various dates through November 1993. All contract maturities were transferred during 1993 from Manufacturers Life Insurance Company to the Money Market Fund held by Northwestern Mutual Life Insurance Company. Continued -7- DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN Notes to Financial Statements December 31, 1993 and 1992 (5) INVESTMENT FUND CHANGES A summary of changes in plan assets by fund for the years ending December 31, 1993 and 1992 are as follows:
Money Single Balance Market Stock Premium Guaranteed Insurance Fund Fund Fund Amounts Fund CSV Other Total ---------- --------- ------ ------- ---------- --------- ------- --------- Plan assets, Dec. 31, 1992 $3,108,196 1,246,346 -- 15,753 444,013 52,866 140,104 5,007,278 Additions: Employee salary deferral 378,380 162,347 -- -- -- 26,571 (47,710) 519,588 Employer matching of salary deferral 143,281 63,235 -- -- -- -- (1,700) 204,816 Employer profit sharing -- -- 681,625 -- -- -- 120,000 801,625 Employee rollovers 21,880 11,492 -- -- -- -- (1) 33,371 Insurance cash value -- -- -- -- -- 21,697 -- 21,697 Interest income -- -- -- 893 9,155 -- (1) 10,047 Net increase (decrease) in fair value of investments 316,917 38,033 (52,555) -- -- -- -- 302,395 ---------- --------- ------- ------ ------- ------ ------- --------- 860,458 275,107 629,070 893 9,155 48,268 70,588 1,893,539 Deductions: Benefits paid to participants 418,555 108,130 -- -- -- 2,151 (1) 528,835 Administrative fees 3,262 4,097 -- -- -- -- -- 7,359 Life insurance premium -- -- -- -- -- 26,571 -- 26,571 ---------- --------- ------- ------ ------- ------ ------- --------- 421,817 112,227 -- -- -- 28,722 (1) 562,765 Transfers between funds 217,681 85,270 150,217 -- (453,168) -- -- -- ---------- --------- ------- ------ ------- ------ ------- --------- Plan assets Dec. 31, 1993 $3,764,518 1,494,496 779,287 16,646 -- 72,412 210,693 6,338,052 ---------- --------- ------- ------ ------- ------ ------- --------- ---------- --------- ------- ------ ------- ------ ------- ---------
Continued -8- DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN Notes to Financial Statements December 31, 1993 and 1992
Money Single Balance Market Stock Premium Guaranteed Insurance Fund Fund Fund Amounts Fund CSV Other Total ---------- --------- ------ ------- ---------- --------- ------- --------- Plan assets, Dec. 31, 1991 $2,419,046 1,304,847 -- 14,782 690,247 34,132 100,614 4,563,668 Additions: Employee salary deferral 289,263 189,152 -- -- -- 28,381 18,255 525,051 Employer matching of salary deferral 94,995 112,992 -- -- -- -- 8,387 216,374 Employee rollovers 23,127 5,674 -- -- -- -- -- 28,801 Insurance cash value -- -- -- -- -- 19,140 -- 19,140 Interest income -- -- -- 971 45,756 -- -- 46,727 Net increase in fair value of investments 167,946 39,225 -- -- -- -- -- 207,171 ---------- --------- ------- ------ ------- ------ ------- --------- 575,331 347,043 -- 971 45,756 47,521 26,642 1,143,878 Deductions: Benefits paid to participants 309,123 252,663 -- -- -- 406 -- 562,192 Administrative fees 2,767 3,095 -- -- 3,219 -- -- 9,081 Life insurance premium -- -- -- -- -- 28,381 -- 28,381 ---------- --------- ------- ------ ------- ------ ------- --------- 311,890 255,758 -- -- 3,219 28,787 -- 599,654 Transfers between funds 425,709 (149,786) -- -- (288,771) -- 12,848 -- ---------- --------- ------- ------ ------- ------ ------- --------- Plan assets Dec. 31, 1992 $3,108,196 1,246,346 -- 15,753 444,013 52,866 140,104 5,007,278 ---------- --------- ------- ------ ------- ------ ------- --------- ---------- --------- ------- ------ ------- ------ ------- ---------
Continued -9- DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN Notes to Financial Statements (6) UNALLOCATED ASSETS As described in note (3), the investments are held in various unallocated group annuity contracts. The Plan administrator maintains detail records segregating individual participant account balances. -10- SCHEDULE 1 DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN Item 27a--Schedule of Assets Held for Investment Purposes December 31, 1993
Shares or Current Identity of Issue Description of Investment Units Cost Value ----------------- ------------------------- --------- ------- ----- Northwestern Mutual Life Insurance Co. The Balanced Fund- Common stocks and bonds 91,738 Not Available 3,764,518 Northwestern Mutual Life Insurance Co. The Money Market Fund 66,611 Not Available 1,494,496 Robert W. Baird and Company Duke Realty Investments, Inc. Common stock 35,026 831,868 779,287 Northwestern Mutual Life Insurance Co. The Single Premium Retirement Annuity- n/a 11,815 16,646 Common stock and bonds
SCHEDULE 2 DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN Item 27d -- Schedule of Reportable Transactions December 31, 1993
Identity Description Purchase Selling Lease Expense Cost Current Gain/ of Issue of Asset Fund Price Price Rental Incurred Of Asset Value (Loss) - -------- ----------- ---- -------- ------- ------ -------- -------- ------- ------ Robert W. Duke Realty Baird & Co. Investments Inc. Stock Fund 681,625 -0- -0- -0- 681,625 638,575 (43,050) Northwestern Mutual Cash Equivalents Money Market Life Ins. Co. Fund -0- 310,254 -0- -0- 307,807 310,254 2,447 Northwestern Mutual Common Stocks Life Ins. Co. and Bonds Balance Fund 310,254 -0- -0- -0- 310,254 326,315 16,062 Northwestern Mutual Common Stocks Life Ins. Co. and Bonds Balance Fund -0- 267,951 -0- -0- 258,887 267,951 9,064
SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. DUKE REALTY PROFIT SHARING AND SALARY DEFERRAL PLAN --------------------------------------------------- (Name of Plan) Date: September 30, 1994 /s/ David R. Mennel ------------------ ----------------------------------------- David R. Mennel Trustee -----END PRIVACY-ENHANCED MESSAGE-----