-----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, MkGdzE9jJCcdTZYvlcBCkH9HM3zplUCeJURsfl8WN9cIqwpliEb2+A4Vfy7gphAl /aUlhWw9Jrpd/lhvWfCWbA== 0001047469-98-042358.txt : 19981126 0001047469-98-042358.hdr.sgml : 19981126 ACCESSION NUMBER: 0001047469-98-042358 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981120 ITEM INFORMATION: FILED AS OF DATE: 19981125 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: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09044 FILM NUMBER: 98759947 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 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): November 20, 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) 808-6000 Not applicable (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS The following exhibits are being filed pursuant to Regulation S-K Item 601(b) in lieu of filing the otherwise required exhibits to the registration statement on Form S-3 of the Registrant, file no. 333-49911, 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, are set forth in full in the Registration Statement. Exhibit Number Exhibit - ------- ------- 1 Terms Agreement dated November 20, 1998. 8 Tax opinion of Bose McKinney & Evans, including consent. 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: November 24, 1998 By: /s/ Matthew A. Cohoat ------------------------ Matthew A. Cohoat Vice President -2- EX-1 2 EXHIBIT 1 DUKE REALTY INVESTMENTS, INC. 1,500,000 shares of Common Stock, $.01 par value TERMS AGREEMENT November 20, 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 1,500,000 shares of common stock, $.01 par value (the "Initial Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, Goldman, Sachs & Co. (the "Underwriter") offers to purchase all of the Initial Underwritten Securities at the purchase price set forth below. In addition, notwithstanding anything to the contrary provided in the Underwriting Agreement (as defined below), the Company hereby grants to the Underwriter the right to purchase at its election up to 225,000 Option Securities (as defined in the Underwriting Agreement), at the purchase price per share set forth below, for the sole purpose of covering over-allotments in the sale of the Initial Underwritten Securities. Any such election to purchase Option Securities may be exercised only by written notice from the Underwriter to the Company, given within a period of 30 calendar days after the date of this Terms Agreement, setting forth the aggregate number of Option Securities to be purchased and the date on which such Option Securities are to be delivered, as determined by the Underwriter but in no event earlier than the Closing Time or, unless the Underwriter and the Company otherwise agree in writing, no earlier than two or later than ten full business days after the date of such notice. Moreover, notwithstanding anything to the contrary provided in the Underwriting Agreement, in Section 5(h) thereof or otherwise, DMI Partnership and the directors and executive officers of the Company and the Operating Partnership shall not be required to agree as a condition of the Underwriter's obligations to deliver the letter agreement referred to in Section 5(h). Except as provided in the preceding paragraph hereof, 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 -- Underwriting Agreement", dated October 15, 1998 (the "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. Each reference to the "Representatives", the "Underwriters", "Merrill Lynch & Co.", "Merrill Lynch, Pierce, Fenner & Smith Incorporated" or "Merrill Lynch" in the Underwriting Agreement shall be deemed to refer to Goldman, Sachs & Co., and each reference to Rogers & Wells LLP in such Underwriting Agreement shall be deemed to refer to Sullivan & Cromwell. -2- 1. The Initial Underwritten Securities shall have the following terms: Title of Securities: Common Stock, $.01 par value Number of Initial Underwritten Securities: 1,500,000 Public offering price per share: $22.875 Purchase price per share: $21.675 2. The Option Securities shall have the following terms: Title of Securities: Common Stock, $.01 par value Number of Option Securities, if any, that may be purchased by the Underwriter: 225,000 Public offering price per share: $22.875 Purchase price per share: $21.675 3. Closing Time, date and location: 9:30 a.m., New York City Time, November 25, 1998, New York City -3- Please accept this offer no later than 7:00 p.m. (New York City time) on November 20, 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, By: /s/ Goldman, Sachs & Co. ------------------------------ (Goldman, Sachs & Co,) Accepted: DUKE REALTY INVESTMENTS, INC. By: /s/ Matthew A. Cohoat -------------------------------------------------- Name: Matthew A. Cohoat Title: Vice President and Corporate Controller -4- EX-8 3 EXHIBIT 8 BOSE McKINNEY & EVANS 135 North Pennsylvania Street Suite 2700 Indianapolis, Indiana 46204 November 20, 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. 333-49911 (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 1,500,000 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 Prospectus Supplement and the accompanying prospectus and 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. 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, and (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. Duke Realty Investments, Inc. November 20, 1998 Page 2 Based upon and subject to the foregoing, we are of the opinion that the impact of the Taxpayer Relief Act of 1997 and the IRS Restructuring Act upon 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. 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. 333-49911) 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-----