-----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, OELaL5RqbolzWfO8KJTKlB5b89sA5r+3LaQmkLfG3lkcY0xi2LS3cXWTF0KNX0YP bTbsGzpO7bkkzib6m1wDsg== 0000947871-99-000412.txt : 19990921 0000947871-99-000412.hdr.sgml : 19990921 ACCESSION NUMBER: 0000947871-99-000412 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990920 SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-39612 FILM NUMBER: 99714162 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALGEMEEN BURGERLIJK PENSIOENFONDS CENTRAL INDEX KEY: 0000918509 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: OUDE LINDESTRAAT 70 STREET 2: POSTBUS 6401 CITY: DL HEERLEN BUSINESS PHONE: 011-31-45-798022 MAIL ADDRESS: STREET 1: SHERMAN & STERLING STREET 2: 599 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No._______)* Duke-Weeks Realty Corporation (Name of Issuer) -------------------------------------------------------- Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) -------------------------------------------------------- 264411505 (CUSIP Number) -------------------------------------------------------- Cornelius J. Dwyer Jr. Shearman & Sterling 599 Lexington Avenue New York, NY 10022 Telephone: (212) 848-7019 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) -------------------------------------------------------- September 10, 1999 (Date of Event which requires Filing of this Statement) -------------------------------------------------------- - ----------------------------------------------------------------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 7 - -------------------------------------------------------------------------------- 1. Name of Reporting Person IRS Identification Nos. of above persons (entities only). Stichting Pensioenfonds ABP - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instruction) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) 00 - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship of Place of Organization The Kingdom of the Netherlands - -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 7,109,004 Shares -------------------------------------------------------- 8. Beneficially Shared Voting Power Owned by Each -- Reporting -------------------------------------------------------- 9. Person Sole Dispositive Power With 7,109,004 -------------------------------------------------------- 10. Shared Dispositive Power - -------------------------------------------------------------------------------- 11. Aggregate amount Beneficially Owned by Each Reporting Person 7,109,004 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instruction) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represent by Amount in Row (1) 8.0% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) EP - -------------------------------------------------------------------------------- Page 2 of 7 Item 1. Security and Issuer. This statement relates to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Duke-Weeks Realty Corporation (the "Issuer"). The Issuer is a real estate investment trust formed in the state of Indiana and has its principal executive offices located at 888 Keystone Crossing 1200, Indianapolis, Indiana 46240. Item 2. Identity and Background. This statement is filed by Stichting Pensioenfonds ABP, an entity established under the laws of The Kingdom of the Netherlands (the "Fund"), whose principal business is investing funds held on behalf of public sector employees of the Kingdom of the Netherlands. The address of the Fund's principal executive office is Oude Lindestraat 70; Postbus 2889, 6401 DL Heerlen. The Netherlands. The name, principal occupation, citizenship and business address of each director and of each executive officer of the Fund are as follows:
PRINCIPAL BUSINESS NAME OCCUPATION CITIZENSHIP ADDRESS - ---- ---------- ----------- ------- J. Kleiterp Executive Chairman of The Netherlands Bestuur Abp the Board of Trustees of P.O. Box 30909 the Fund 2500 GX DEN HAAG H.J. Albersen Trustee of the Fund The Netherlands CMHF P.O. Box 80204 2508 AM DEN HAAG E.J. Anneveld Trustee of the Fund The Netherlands C.F.O. P.O. Box 84501 2508 AM DEN HAAG W. Drees Trustee of the Fund The Netherlands Wieringenmeen 36 3844 NA HARDERWIJK P.H. Holthuis Trustee of the Fund The Netherlands Ministerie van O&W/BR/DG P.O. Box 25000 2700 LZ ZOETERMEER L. Koopmans Trustee of the Fund The Netherlands Lange Voorhout 86, app. 24 2514 EJ DEN HAAG R. van Leeuwen Trustee of the Fund The Netherlands ABOP Herengracht 54 1015 BN AMSTERDAM C.L.J. V. Overbeek Trustee of the Fund The Netherlands Katholieke Onderwijs Vakorganisatie Verrijn Stuartlaan 36 2280 EL RIJSWIJK
Page 3 of 7
PRINCIPAL BUSINESS NAME OCCUPATION CITIZENSHIP ADDRESS - ---- ---------- ----------- ------- A.C. van Pelt Trustee of the Fund The Netherlands Ned. Gennootschap van Leraren P.O. Box 407 3300 AK DORDRECHT D.M. Sluimers Trustee of the Fund The Netherlands Ministerie van Financien Casuariestraat 32 2511 VB DEN HAAG A.F.P.M. Scherf Trustee of the Fund The Netherlands Icaruslaan 20 5631 LD EINDHOVEN X.J. den Uyl First Deputy Chairman The Netherlands Linnaeuslaan 14 of the Fund 2012 PP HAARLEM J.W.E. Neervens Executive Chairman of the The Netherlands Oude Lindestraat 70 Board of Directors 6411 EJ Heerlen The Netherlands S.J. van Driel Member of the Board The Netherlands Oude Lindestraat 70 of Directors 6411 EJ Heerlen The Netherlands J.M.G. Frijns Member of the Board The Netherlands Oude Lindestraat 70 of Directors 6411 EJ Heerlen The Netherlands J.F. Maassen Member of the Board The Netherlands Oude Lindestraat 70 of Directors 6411 EJ Heerlen The Netherlands J.H.R. van der Poel Member of the Board The Netherlands Oude Lindestraat 70 of Directors 6411 EJ Heerlen The Netherlands J.C.J. Pluymaekers-Pessers Head of the Group The Netherlands Oude Lindestraat 70 Management Bureau 6411 EJ Heerlen The Netherlands
During the last five years, neither the Fund nor any of its executive officers or directors has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. Page 4 of 7 Item 3. Source and Amount of Funds or Other Contributions. On September 10, 1999, the Fund acquired 7,109,004 shares of Common Stock directly from the Issuer in an offering of securities registered under the Securities Act of 1933, as amended, at a price of U.S. $21.10 per share of Common Stock. Pursuant to purchase of such shares the Fund beneficially owned 7,109,004 shares of the Issuer (approximately 8.0% of the aggregate number of shares of Common Stock outstanding). The funds for the foregoing purchase of shares of Common Stock by the Fund were supplied from Dutch public sector pensioners' contributions to the Fund. Item 4. Purpose of Transaction. The Fund has acquired the shares of Common Stock from the purpose of making an investment in the Issuer and not with the present intention of acquiring control of the Issuer's business. The Fund from time to time intends to review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Based on such review, the fund will take such actions in the future as the Fund may deem appropriate in light of the circumstances existing from time to time. If the Fund believes that further investment in the Issuer is attractive, whether because of the market price of the Issuer's securities or otherwise, it may acquire shares of Common Stock or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on the market and other factors, the Fund may determine to dispose of some or all of the shares of Common Stock currently owned by the Fund or otherwise acquired by the Fund either in the open market or in privately negotiated transactions. Except as set forth above, the Fund has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of Directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition or control of the Issuer by any person, (h) causing class of the Issuer's securities to be deregistered or delisted, (I) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a)-(b) As of the date hereof, the Fund has the sole power to vote and dispose of 7,109,004 shares of Common Stock. Based on information provided by the Issuer to the Fund on September 10, 1999, the 7,109,004 shares of Common Stock beneficially owned by the Fund Page 5 of 7 constitute approximately 8.0% of the outstanding issues. To the knowledge of the Fund, no shares of Common Stock are beneficially owned by any director or executive officer listed under Item 2. (c) The Fund has effected no open market purchases of the Common Stock during the past 60 days. (d) To the knowledge of the Fund, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any shares of Common Stock beneficially owned by the fund. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Neither the Fund nor any executive officers or directors has any contracts, arrangements or understandings with any person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. None. Page 6 of 7 Signature After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. STICHTING PENSIOENFONDS ABP Dated September 20, 1999 By /s/ Wim Borgdorff ------------------------------------ Wim Borgdorff Managing Director By /s/ Jean Frijns ------------------------------------ Jean Frijns Managing Director Page 7 of 7 Exhibit A to Schedule 13D September 8, 1999 Duke-Weeks Realty Corporation 888 Keystone Crossing, Suite 1100 Indianapolis, Indiana 46240 Ladies and Gentlemen: This letter is being delivered to you in connection with the purchase by Stichting Pensioenfonds ABP ("ABP") of 7,109,004 shares of the common stock, $.01 par value (the "Sale Shares") of Duke-Weeks Realty Corporation ("Duke") at a price of $21.10 per share. ABP agrees that during the period of 60 days from September 8, 1999, ABP will not, without the prior written consent of Duke, directly or indirectly, sell, offer to sell, grant any option for the sale of, enter into any agreement to sell, or otherwise dispose of, any of the Sale Shares. Duke agrees that during the period of 30 days from September 8, 19999, Duke will not sell any shares of its common stock at a price net of commissions and discounts less than $21.10 per share, except for sales under existing employee benefit plans or Duke's direct stock purchase and dividend reinvestment plan. Very truly yours, STICHTING PENSIOENFUNDS ABP By: /s/ Barden Gale ------------------------------------- Barden Gale Executive Vice President ACCEPTED AND AGREED DUKE-WEEKS REALTY CORPORATION By: /s/ Dennis D. Oklak ------------------------------------- Dennis D. Oklak Executive Vice President, Chief Administrative Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----