-----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, KpqVXFnhNBoG7t7mql0NptglBPR9WWF5ZPZZw2rYtCBKScB1ZLLvB04cwzSpzuDz CPv8rzuGyFWMkMr5gmp5Pg== 0000912057-96-002826.txt : 19960222 0000912057-96-002826.hdr.sgml : 19960222 ACCESSION NUMBER: 0000912057-96-002826 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960221 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: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09044 FILM NUMBER: 96523593 BUSINESS ADDRESS: STREET 1: 8888 KEYSTONE CROSSING STE 1200 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3175743531 10-K 1 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) {X} Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required) for the fiscal year ended DECEMBER 31, 1995 or { } Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required) for the transition period from ___________ to ___________ Commission file number 1-9044 --------------------------------------------------------- DUKE REALTY INVESTMENTS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) INDIANA 35-1740409 - ---------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 8888 Keystone Crossing, Suite 1200 Indianapolis, Indiana 46240 - ---------------------------------- ------------------------------- (Address of principal executive offices) (Zip Code) (317) 846-4700 ---------------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered: Common Stock ($.01 par value) New York Stock Exchange - ----------------------------------- ------------------------------------------ Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( ) The aggregate market value of the voting shares of the Registrant's outstanding shares held by non-affiliates of the Registrant is $757,799,716 based on the last reported sale price on February 12, 1996. The number of Common Shares outstanding as of February 12, 1996 was 24,152,979. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates by reference the Registrant's Proxy Statement related to the Annual Meeting of Shareholders to be held April 25, 1996. Part IV incorporates by reference the Registrant's Form 8-K dated August 26, 1994. TABLE OF CONTENTS FORM 10-K Item No. Page(s) - -------- ------- PART I 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . 1 - 3 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . 3 - 10 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 11 4. Submission of Matters to a Vote of Security Holders. . . . . 11 PART II 5. Market for the Registrant's Common Stock and Related Security Holder Matters.. . . . . . . . . . . . . . . . . . 11 6. Selected Financial Data. . . . . . . . . . . . . . . . . . . 12 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . 12 - 20 8. Financial Statements and Supplementary Data. . . . . . . . . 20 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. . . . . . . . . . . . . . . . . . 20 PART III 10. Directors and Executive Officers of the Registrant . . . . . 20 - 22 11. Executive Compensation........ . . . . . . . . . . . . . . . 22 12. Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . . . . . . . . . . . . . . . 22 13. Certain Relationships and Related Transactions . . . . . . . 22 PART IV 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . 23 - 44 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 - 46 Exhibits PART I ITEM 1. BUSINESS Duke Realty Investments, Inc. (the "Company") is a self-administered and self- managed real estate investment trust ("REIT"). The Company began operations upon completion of its initial public offering in February 1986. In October 1993, the Company completed an additional common stock offering and acquired the rental real estate and service businesses of Duke Associates whose operations began in 1972. The Company's primary business segment is the ownership and rental of industrial, office and retail properties throughout the Midwest. As of December 31, 1995, it owned interests in a diversified portfolio of 215 rental properties comprising 23.5 million square feet (including 13 properties and two expansions comprising 3.4 million square feet under development). Substantially all of these properties are located in the Company's primary markets of Indianapolis, Indiana; Cincinnati, and Columbus, Ohio; Detroit, Michigan; St. Louis, Missouri and Nashville, Tennessee. In addition to its Rental Operations, the Company through its Service Operations provides, on a fee basis, leasing, management, construction, development and other real estate services for approximately 9.7 million square feet of properties owned by third-parties. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8," Financial Statements and Supplementary Data" for financial information of these industry segments. The Company's rental operations are conducted through Duke Realty Limited Partnership. In addition, the Company conducts operations through Duke Realty Services Limited Partnership and Duke Construction Limited Partnership, in which the Company's wholly-owned subsidiary, Duke Services, Inc., is the sole general partner. The Company has the largest commercial real estate operations in Indianapolis and Cincinnati and is one of the largest real estate companies in the Midwest. The Company's corporate headquarters and executive offices are located in Indianapolis, Indiana. In addition, the Company has six regional offices located in Cincinnati, Ohio; Columbus, Ohio; Decatur, Illinois; Detroit, Michigan; Nashville, Tennessee and St. Louis, Missouri. The Company had 425 employees as of December 31, 1995. BUSINESS STRATEGY The Company's business objective is to increase its Funds From Operations by (i) maintaining and increasing property occupancy and rental rates through the aggressive management of its portfolio of existing properties; (ii) expanding existing properties; (iii) developing and acquiring new properties; and (iv) providing a full line of real estate services to the Company's tenants and to third-parties. As a fully integrated commercial real estate firm, the Company believes that its in-house leasing, management, development and construction services and the Company's significant base of commercially zoned and unencumbered land in existing business parks should give the Company a competitive advantage in its future development activities. The Company believes that the analysis of real estate opportunities and risks can be done most effectively at regional or local levels. As a result, the Company intends to continue its emphasis on increasing its market share and effective rents in its primary markets within the Midwest. The Company also expects to utilize its approximately 1,150 acres of unencumbered land and its many business relationships with more than 2,600 commercial tenants to expand its build-to-suit business (development projects substantially pre-leased to a single tenant) and to pursue other development and acquisition opportunities in its primary markets and elsewhere, in the Midwest. The Company believes that this regional focus will allow it to assess market supply and demand for real estate more effectively as well as to capitalize on its strong relationships with its tenant base. -1- The Company's policy is to seek to develop and acquire Class A commercial properties located in markets with high growth potential for Fortune 500 companies and other quality regional and local firms. The Company's industrial and suburban office development focuses on business parks and mixed-use developments suitable for development of multiple projects on a single site where the Company can create and control the business environment. These business parks and mixed-use developments generally include restaurants and other amenities which the Company believes will create an atmosphere that is particularly efficient and desirable. The Company's retail development focuses on community, power and neighborhood centers in its existing markets. As a fully integrated real estate company, the Company is able to arrange for or provide to its industrial, office and retail tenants not only well located and well maintained facilities, but also additional services such as build-to-suit construction, tenant finish construction, expansion flexibility and advertising and marketing services. Consistent with its business strategy of expanding in attractive Midwestern markets, the Company carefully analyzed the real estate investment potential of several major Midwestern metropolitan areas. Based on this analysis, management concluded that the St. Louis and Cleveland markets offer attractive real estate investment returns in the industrial and suburban office markets based on the following factors: (i) fragmented competition; (ii) strong real estate fundamentals; and (iii) favorable economic conditions. In 1995, the Company established a regional office in St. Louis and acquired 463,000 square feet of suburban office properties and 153 acres of land for the future development of industrial properties. In February 1996, the Company acquired a 782,000 square foot suburban office portfolio and the operating personnel of an independent real estate developer and operator in Cleveland. The Company intends to aggressively pursue the development and acquisition of additional rental properties in both the St. Louis and Cleveland markets. All of the Company's properties are located in areas that include competitive properties. Such properties are generally owned by institutional investors or other local real estate operators; however, no single competitor or small group of competitors is dominant in the Company's markets. The supply and demand of similar available rental properties may affect the rental rates the Company will receive on its properties. Based upon the current occupancy rates in the Company and competitive properties, the Company believes there will not be significant competitive pressure to lower rental rates in the near future. FINANCING STRATEGY The Company seeks to maintain a well-balanced, conservative and flexible capital structure by: (i) currently targeting a ratio of long-term debt to total market capitalization in the range of 25% to 40%; (ii) extending and sequencing the maturity dates of its debt; (iii) borrowing primarily at fixed rates; (iv) generally pursuing current and future long-term debt financings and refinancings on an unsecured basis; and (v) maintaining conservative debt service and fixed charge coverage ratios. Management believes that these strategies have enabled and should continue to enable the Company to access the debt and equity capital markets for their long-term requirements such as debt refinancings and financing development and acquisitions of additional rental properties. In October 1993, the Company received $309.3 million of net proceeds from the - 2 - issuance of common stock (the "Offering"), in September 1994, the Company received $92.1 million of net proceeds from the issuance of common stock (the "1994 Offering"), in May 1995, the Company received $96.3 million of net proceeds from the issuance of common stock (the "1995 Offering") and in September 1995, the Company issued $150.0 million of unsecured debt (the "1995 Debt Offering"). Based on these offerings, the Company has demonstrated its abilities to access the public markets as a source of capital to fund future growth. In addition, as discussed under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," the Company has a $150.0 million line of credit available for short-term fundings of development and acquisition of additional rental properties. OTHER The Company's operations are not dependent on a single or few customers as no single customer accounts for more than 3% of the Company's total revenue. The Company's operations are not subject to any significant seasonal fluctuations. The Company believes it is in compliance with environmental regulations and does not anticipate material effects of continued compliance. For additional information regarding the Company's investments and operations, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Item 8, "Financial Statements and Supplementary Data." For additional information about the Company's business segments see Item 8, "Financial Statements and Supplementary Data." ITEM 2. PROPERTIES The Company owns an interest in a diversified portfolio of 215 commercial properties encompassing approximately 23.5 million net rentable square feet located primarily in five states and approximately 1,150 acres of land for future development. (See Notes 4 and 5 to Financial Statements, Item 8 hereof.) The properties are described on the following pages. -3-
PERCENT OCCUPIED AT NAME/ OWNERSHIP COMPANY'S YEAR LAND AREA NET RENTABLE DECEMBER 31, LOCATION INTEREST OWNERSHIP CONSTRUCTED (ACRES) AREA (SQ.FT.) 1995 - -------- --------- --------- ----------- --------- ------------- ------------ INDUSTRIAL - ---------- INDIANAPOLIS, INDIANA PARK 100 BUSINESS PARK Building 38 Fee 100% 1978 1.11 6,000 100% Building 48 Fee 50% (1) 1984 8.63 127,410 100% Building 49 Fee 50% (1) 1982 4.55 89,600 100% Building 50 Fee 50% (1) 1982 4.09 51,200 100% Building 52 Fee 50% (1) 1983 2.70 34,800 100% Building 53 Fee 50% (1) 1984 4.23 76,800 100% Building 54 Fee 50% (1) 1984 4.42 76,800 100% Building 55 Fee 50% (1) 1984 3.83 43,200 100% Building 56 Fee 50% (1) 1984 15.94 300,000 100% Building 57 Fee 50% (1) 1984 7.70 128,800 100% Building 58 Fee 50% (1) 1984 8.03 128,800 100% Building 59 Fee 50% (1) 1985 5.14 83,200 100% Building 60 Fee 50% (1) 1985 4.78 83,200 100% Building 62 Fee 50% (1) 1986 7.70 128,800 100% Building 67 Fee 50% (1) 1987 4.23 72,350 100% Building 68 Fee 50% (1) 1987 4.23 72,360 100% Building 71 Fee 50% (1) 1987 9.06 193,400 100% Building 74 Fee 10%-50% (2) 1988 12.41 257,400 100% Building 76 Fee 10%-50% (2) 1988 5.10 81,695 100% Building 78 Fee 10%-50% (2) 1988 21.80 512,777 100% Building 79 Fee 100% 1988 4.47 66,000 100% Building 80 Fee 100% 1988 4.47 66,000 100% Building 83 Fee 100% 1989 5.34 96,000 100% Building 84 Fee 100% 1989 5.34 96,000 100% Building 85 Fee 10%-50% (2) 1989 9.70 180,100 100% Building 89 Fee 10%-50% (2) 1990 11.28 311,600 100% Building 91 Fee 10%-50% (2) 1990 7.53 144,000 80% Building 92 Fee 10%-50% (2) 1991 4.38 45,917 100% Building 95 Fee 100% 1993 15.23 336,000 100% Building 96 Fee 100% 1994 27.69 553,900 100% Building 97 Fee 100% 1994 13.38 280,800 100% Building 98 Fee 100% 1968 37.34 508,306 100% Building 99 Fee 50% (3) 1994 18.00 364,800 100% Building 100 Fee 100% 1995 7.00 117,500 100% Building 101 Fee 50% (1) 1983 4.37 45,000 86% Building 105 Fee 50% (1) 1983 4.64 41,400 100% Building 106 Fee 50% (1) 1978 4.64 41,400 94% Building 107 Fee 100% 1984 3.56 58,783 97% Building 108 Fee 50% (1) 1983 6.36 60,300 81% Building 109 Fee 100% 1985 4.80 46,000 100% Building 113 Fee 50% (1) 1987 6.20 72,000 100% Building 114 Fee 50% (1) 1987 6.20 56,700 98% Building 117 Fee 10%-50% (2) 1988 13.36 135,600 100% Building 120 Fee 10%-50% (2) 1989 4.54 54,982 100% Building 122 Fee 100% 1990 6.17 73,274 100% Building 125 Fee 100% (4) 1994 13.81 195,080 100% Building 126 Fee 100% 1984 4.04 60,100 100% Building 127 Fee 100% 1995 6.50 93,600 100% PARK FLETCHER Building 2 Fee 50% (1) 1970 1.31 20,160 0% Building 4 Fee 50% (1) 1974 1.73 23,000 100% Building 6 Fee 50% (1) 1971 3.13 36,180 85% Building 7 Fee 50% (1) 1974 3.00 41,900 100% Building 8 Fee 50% (1) 1974 2.11 18,000 100% Building 14 Fee 100% 1978 1.39 19,480 100% Building 15 Fee 50% (1) 1979 5.74 72,800 100% Building 16 Fee 50% (1) 1979 3.17 35,200 100% Building 18 Fee 50% (1) 1980 5.52 43,950 100% Building 21 Fee 50% (1) 1983 2.95 37,224 66% Building 22 Fee 50% (1) 1983 2.96 48,635 100%
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PERCENT OCCUPIED AT NAME/ OWNERSHIP COMPANY'S YEAR LAND AREA NET RENTABLE DECEMBER 31, LOCATION INTEREST OWNERSHIP CONSTRUCTED (ACRES) AREA (SQ.FT.) 1995 - -------- --------- --------- ----------- --------- ------------- ------------ Building 26 Fee 50% (1) 1983 2.91 28,340 100% Building 27 Fee 25% (1) 1985 3.01 39,178 100% Building 28 Fee 25% (1) 1985 7.22 93,880 90% Building 29 Fee 50% (1) 1987 7.16 92,044 83% Building 30 Fee 50% (1) 1989 5.93 78,568 100% Building 31 Fee 50% (1) 1990 2.62 33,029 100% Building 32 Fee 50% (1) 1990 5.43 67,297 64% SHADELAND STATION Buildings 204 & 205 Fee 100% 1984 4.09 48,600 100% HUNTER CREEK BUSINESS PARK Building 1 Fee 10%-50% (2) 1989 5.97 86,500 100% Building 2 Fee 10%-50% (2) 1989 8.86 202,560 87% HILLSDALE TECHNECENTER Building 1 Fee 50% (1) 1986 9.16 73,436 90% Building 2 Fee 50% (1) 1986 5.50 83,600 100% Building 3 Fee 50% (1) 1987 5.50 84,050 100% Building 4 Fee 100% 1987 7.85 73,874 100% Building 5 Fee 100% 1987 5.44 67,500 98% Building 6 Fee 100% 1987 4.25 64,000 100% Franklin Road Business Center Fee 100% 1962, 28.00 367,065 90% 1971, 1974 Palomar Business Center Fee 100% 1973 4.50 99,350 100% Nampac Fee 100% 1974 6.20 83,200 100% CARMEL, INDIANA HAMILTON CROSSING Building 1 Fee 100% 1989 4.70 51,825 93% GREENWOOD, INDIANA SOUTH PARK BUSINESS CENTER Building 2 Fee 100% 1990 7.10 86,806 92% CINCINNATI, OHIO PARK 50 TECHNECENTER Building 20 Fee 100% 1987 8.37 96,000 100% Building 25 Fee 100% 1989 12.20 78,328 89% GOVERNOR'S POINTE 4700 Building Fee 100% 1987 5.51 76,400 94% 4800 Building Fee 100% 1989 7.07 80,000 92% 4900 Building Fee 100% 1987 9.41 76,400 100% WORLD PARK Building 5 Fee 100% 1987 5.00 59,700 79% Building 6 Fee 100% 1987 7.26 92,400 100% Building 7 Fee 100% 1987 8.63 96,000 100% Building 8 Fee 100% 1989 14.60 192,000 100% Building 9 Fee 100% 1989 4.47 58,800 84% Building 11 Fee 100% 1989 8.98 96,000 100% Building 14 Fee 100% 1989 8.91 166,400 100% Building 15 Fee 100% 1990 6.50 93,600 100% Building 16 Fee 100% 1989 7.00 93,600 100% MicroAge Fee 50% (1) 1994 15.10 304,000 100%
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PERCENT OCCUPIED AT NAME/ OWNERSHIP COMPANY'S YEAR LAND AREA NET RENTABLE DECEMBER 31, LOCATION INTEREST OWNERSHIP CONSTRUCTED (ACRES) AREA (SQ.FT.) 1995 - -------- --------- --------- ----------- --------- ------------- ------------ ENTERPRISE BUSINESS PARK Building 1 Fee 100% 1990 7.52 87,400 85% Building 2 Fee 100% 1990 7.52 84,940 97% Building A Fee 100% 1987 2.65 20,888 100% Building B Fee 100% 1988 2.65 34,940 95% Building D Fee 100% 1989 5.40 60,322 100% TRI-COUNTY BUSINESS PARK Xetron Fee 10% (5) 1994 29.00 100,193 100% FAIRFIELD BUSINESS CENTER Building D Fee 100% 1990 3.23 40,223 89% Building E Fee 100% 1990 6.07 75,600 83% OTHER INDUSTRIAL - CINCINNATI U.S. Post Office Building Fee 40% (6) 1992 2.60 57,886 100% University Moving Fee 100% 1991 4.95 70,000 100% COLUMBUS, OHIO Pet Foods Building Fee 100% 1993 16.22 276,000 100% MBM Building Fee 100% 1978 3.98 83,000 100% South Pointe A Fee 100% 1995 14.06 293,824 70% HEBRON, KENTUCKY SOUTHPARK BUSINESS CENTER Building 1 Fee 100% 1990 7.90 96,000 57% Building 3 Fee 100% 1991 10.79 192,000 87% CR Services Fee 100% 1994 22.50 214,840 100% Redken Laboratories Fee 100% 1994 28.79 166,400 100% LOUISVILLE, KENTUCKY Dayco Fee 50% (1) 1995 30.00 282,539 100% DECATUR, ILLINOIS PARK 101 BUSINESS CENTER Building 3 Fee 100% 1979 5.76 75,600 80% Building 8 Fee 100% 1980 3.16 50,400 95% NASHVILLE, TENNESSEE HAYWOOD OAKS TECHNECENTER Building 2 Fee 100% 1988 2.94 50,400 91% Building 3 Fee 100% 1988 2.94 52,800 100% Building 4 Fee 100% 1988 5.23 46,800 83% Building 5 Fee 100% 1988 5.23 61,171 100% Building 6 Fee 100% 1989 10.53 113,400 100% Building 7 Fee 100% 1995 8.24 66,873 57% Greenbriar Business Park Fee 100% 1986 10.73 134,759 96% Keebler Building Fee 100% 1985 4.39 36,150 100% MILWAUKEE, WISCONSIN S.F. Music Box Building Fee 33% (7) 1993 8.90 153,600 100% OFFICE INDIANAPOLIS, INDIANA PARK 100 BUSINESS PARK Building 34 Fee 100% 1979 2.00 22,272 93% Building 116 Fee 100% 1988 5.28 35,700 91% Building 118 Fee 100% 1988 6.50 35,700 100% Building 119 Fee 100% 1989 6.50 53,300 100% CopyRite Building Fee 50% (8) 1992 3.88 48,000 100%
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PERCENT OCCUPIED AT NAME/ OWNERSHIP COMPANY'S YEAR LAND AREA NET RENTABLE DECEMBER 31, LOCATION INTEREST OWNERSHIP CONSTRUCTED (ACRES) AREA (SQ.FT.) 1995 - -------- --------- --------- ----------- --------- ------------- ----------- WOODFIELD AT THE CROSSING Two Woodfield Crossing Fee 100% 1987 7.50 117,818 94% Three Woodfield Crossing Fee 100% 1989 13.30 259,777 94% PARKWOOD CROSSING One Parkwood Fee 100% 1989 5.93 108,281 100% SHADELAND STATION 7240 Shadeland Station Fee 67%(9) 1985 2.14 45,585 95% 7330 Shadeland Station Fee 100% 1988 4.50 42,619 100% 7340 Shadeland Station Fee 100% 1989 2.50 32,235 100% 7351 Shadeland Station Fee 100% 1983 2.14 27,740 98% 7369 Shadeland Station Fee 100% 1989 2.20 15,551 100% 7400 Shadeland Station Fee 100% 1990 2.80 49,544 100% KEYSTONE AT THE CROSSING F.C. Tucker Building (10) Fee/ Ground Lease 100% 1978 N/A 4,840 100% 3520 Commerce Crossing (11) Ground/Bldg.Lease 100% 1976 N/A 30,000 100% 8465 Keystone Fee 100% 1983 1.31 28,298 92% CARMEL, INDIANA CARMEL MEDICAL CENTER Building I (12) Fee/Ground Lease 100% 1985 N/A 40,060 87% Building II (12) Fee/Ground Lease 100% 1989 N/A 39,973 91% GREENWOOD, INDIANA SOUTH PARK BUSINESS CENTER Building 1 Fee 100% 1989 5.40 39,715 100% Building 3 Fee 100% 1990 3.25 35,900 95% St. Francis Medical Building(13) Fee/Ground Lease 100% 1995 N/A 95,579 75% Community MOB Fee 100% 1995 4.00 38,193 100% CINCINNATI, OHIO GOVERNOR'S HILL 8600 Governor's Hill Fee 100% 1986 10.79 200,584 93% 8700 Governor's Hill Fee 100% 1985 4.98 58,617 100% 8790 Governor's Hill Fee 100% 1985 5.00 58,177 72% 8800 Governor's Hill Fee 100% 1985 2.13 28,700 100% GOVERNOR'S POINTE 4605 Governor's Pointe Fee 100% 1990 8.00 175,485 100% 4705 Governor's Pointe Fee 100% 1988 7.50 140,984 98% 4770 Governor's Pointe Fee 100% 1986 4.50 76,037 88% PARK 50 TECHNECENTER SDRC Building Fee 100% 1991 13.00 221,215 100% Building 17 Fee 100% 1985 8.19 70,644 91% DOWNTOWN CINCINNATI 311 Elm Street (14) Ground/Bldg. Lease 100% 1902/1986(15) N/A 90,127 100% 312 Plum Street Fee 100% 1987 .69 230,489 89% 312 Elm Street Fee 100% 1992 1.10 378,786 92% KENWOOD COMMONS Building I Fee 50%(16) 1986 2.09 46,470 99% Building II Fee 50%(16) 1986 2.09 46,434 90% OTHER OFFICE - CINCINNATI Triangle Office Park Fee 100% 1965/1985(17) 15.64 172,650 61% Fidelity Drive Building Fee 100% 1972 8.34 38,000 100% Tri-County Office Park Fee 100% 1971, 1973, 11.27 102,166 81% 1982 (18)
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PERCENT OCCUPIED AT NAME/ OWNERSHIP COMPANY'S YEAR LAND AREA NET RENTABLE DECEMBER 31, LOCATION INTEREST OWNERSHIP CONSTRUCTED (ACRES) AREA (SQ.FT.) 1995 - -------- --------- --------- ----------- --------- ------------- ----------- COLUMBUS, OHIO TUTTLE CROSSING 4600 Lakehurst (Sterling 1) Fee 100% 1990 7.66 106,300 100% 4650 Lakehurst (Litel) Fee 100% 1990 13.00 164,639 100% 5555 Parkcenter (Xerox) Fee 100% 1992 6.09 83,971 100% 4700 Lakehurst (Indiana Insurance) Fee 100% 1994 3.86 49,600 100% Sterling 2 Fee 100% 1995 3.33 57,660 100% John Alden Fee 100% 1995 6.51 101,200 100% Cardinal Health Fee 100% 1995 10.95 132,854 100% Veterans Administration Clinic Fee 100% 1994 4.98 118,000 100% LIVONIA, MICHIGAN SEVEN MILE CROSSING 38705 Seven Mile (19) Fee/Ground Lease 100% 1988 N/A 113,066 95% 38701 Seven Mile (19) Fee/Ground Lease 100% 1989 N/A 132,153 85% ST. LOUIS, MISSOURI Laumeier I Fee 100% 1987 4.29 113,852 99% Laumeier II Fee 100% 1988 4.64 110,541 100% Westview Place Fee 100% 1988 2.69 114,722 98% Westmark Fee 100% 1987 6.95 123,889 100% RETAIL INDIANAPOLIS, INDIANA PARK 100 BUSINESS PARK Building 121 Fee 100% 1989 2.27 19,716 76% Building 32 Fee 100% 1978 .82 14,504 89% CASTLETON CORNER Michael's Plaza Fee 100% 1984 4.50 46,374 98% Cub Plaza Fee 100% 1986 6.83 60,136 89% FORT WAYNE, INDIANA Coldwater Crossing Fee 100% 1990 35.38 246,365 95% GREENWOOD, INDIANA GREENWOOD CORNER First Indiana Bank Branch Fee 100% 1988 1.00 2,400 100% Greenwood Corner Shoppes Fee 100% 1986 7.45 50,840 50% DAYTON, OHIO Sugarcreek Plaza Fee 100% 1988 17.46 77,940 92% CINCINNATI, OHIO Governor's Plaza Fee 100% 1990 35.00 181,493 100% King's Mall Shopping Center I Fee 100% 1990 5.68 52,661 100% King's Mall Shopping Center II Fee 100% 1988 8.90 67,725 85% Steinberg's Fee 100% 1993 1.90 21,008 100% Park 50 Plaza Fee 100% 1989 2.20 18,000 42% Kohl's Fee 100% 1994 12.00 80,684 100% Sports Unlimited Fee 100% 1994 7.00 67,148 100% Eastgate Square (20) Fee 100% 1990 11.60 94,182 100% Office Max Fee 100% 1995 2.25 23,484 100% Sofa Express - Governor's Plaza Fee 100% 1995 1.13 15,000 100% ELLISVILLE, MISSOURI Ellisville Plaza (21) Fee 100% 1987 3.70 32,754 96%
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PERCENT OCCUPIED AT NAME/ OWNERSHIP COMPANY'S YEAR LAND AREA NET RENTABLE DECEMBER 31, LOCATION INTEREST OWNERSHIP CONSTRUCTED (ACRES) AREA (SQ.FT.) 1995 - -------- --------- --------- ----------- --------- ------------- ----------- BLOOMINGTON, ILLINOIS Lakewood Plaza Fee 100% 1987 11.23 87,010 98% CHAMPAIGN, ILLINOIS Market View Fee 100% 1985 8.50 86,553 100% LIVONIA, MICHIGAN Cooker Restaurant Ground Lease (22) 100% N/A N/A N/A 100% COLUMBUS, OHIO Galyans Trading Company Fee 100% 1994 4.90 74,636 100% Best Buy Fee 100% 1995 7.00 68,400 85% UNDER CONSTRUCTION Expected In-service Percent Date Pre-leased ---------- ---------- INDUSTRIAL INDIANAPOLIS, INDIANA PARK 100 BUSINESS PARK Building 128 Fee 100% February 1996 14.40 322,000 100% Thomson Consumer Electronics Fee 100%(23) February 1996 52.00 599,040 100% LEBANON, INDIANA American Air Filter Fee 100% April 1996 10.40 153,600 100% Little, Brown and Company Fee 100%(23) September 1996 31.60 500,455 100% COLUMBUS, OHIO South Pointe B Fee 100% April 1996 13.16 307,200 0% OFFICE INDIANAPOLIS, INDIANA Two Parkwood Fee 100% February 1996 5.96 93,300 88% CINCINNATI, OHIO Ohio National Fee 100% September 1996 9.00 212,125 67% COLUMBUS, OHIO TUTTLE CROSSING Nationwide Fee 100% July 1996 17.90 315,102 100% Sterling 3 Fee 100% September 1996 3.56 64,500 100% MIAMI, FLORIDA John Alden Fee 100% January/ 7.81 251,316 100% March 1996 RETAIL CINCINNATI, OHIO Bigg's Supercenter Fee 100% August 1996 14.00 160,000 100% Fountain Place Fee 25% September 1997 1.98 209,585 79% COLUMBUS, OHIO TUTTLE CROSSING WalMart Fee 100% April 1996 13.00 149,429 100% -------- ---------- 1,632.23 23,520,898 -------- ---------- -------- ----------
-9- (1) These buildings are owned by a limited liability company in which the Company is a 50% partner. The Company shares in the profit or loss from such buildings in accordance with the Company's ownership interest. This limited liability company owns a 50% general partnership interest in Park Fletcher Buildings 27 and 28 and shares in the profit or loss from these buildings in accordance with the limited liability company's interest. (2) These buildings are owned by a partnership in which the Company is a partner. The Company owns a 10% capital interest in the partnership and receives a 50% interest in the residual cash flow after payment of a 9% preferred return to the other partner on its capital interest. (3) This building is owned in partnership with a tenant of the building. The Company owns a 50% general partnership interest in the partnership. The Company shares in the profit or loss from the building in accordance with such ownership interest. (4) The square footage of this building and the percent occupied includes a 100% pre-leased expansion of 97,080 square feet which is under construction as of December 31, 1995. (5) This building is owned by a partnership in which the Company owns a 10% limited partnership interest. The Company shares in the cash flow from the building in accordance with such ownership interest. (6) This building is owned by a limited partnership in which the Company has a 1% general partnership interest and a 39% limited partnership interest. The Company shares in the profit or loss from such building in accordance with the Company's ownership interest. (7) This building is owned by a partnership in which the Company owns a 33.33% limited partnership interest. The Company shares in the profit or loss from the building in accordance with such ownership interest. (8) This building is owned in partnership with a tenant of the building. The Company owns a 50% general partnership interest in the partnership. The Company shares in the profit or loss from the building in accordance with such ownership interest. (9) The Company owns a 66.67% general partnership interest in the partnership owning this building. The Company shares in the profit or loss of this building in accordance with the Company's partnership interest. (10) The Company owns the building and has a leasehold interest in the land underlying this building with a lease term expiring October 31, 2067. (11) The Company has a leasehold interest in this building with a lease term expiring May 9, 2006. (12) The Company owns these buildings and has a leasehold interest in the land underlying these buildings, with the lease term expiring November 16, 2043. (13) The Company owns this building and has a leasehold interest in the land underlying this building with a lease term expiring August 2045, with two 20- year options. (14) The Company has a leasehold interest in the building and the underlying land with a lease term expiring December 31, 2020. The Company has an option to purchase the fee interest in the property throughout the term of the lease. (15) This building was renovated in 1986. (16) These buildings are owned by a partnership in which the Company has a 50% general partnership interest. The Company shares in the profit or loss from such buildings in accordance with the Company's ownership interest. (17) This building was renovated in 1985. (18) Tri-County Office Park consists of four buildings. One was built in 1971, two were built in 1973, and one was built in 1982. (19) The Company owns these buildings and has a leasehold interest in the land underlying these buildings, with a lease term expiring May 31, 2057. (20) The square footage of this building and the percent occupied includes a 100% pre-leased expansion of 13,500 square feet which is under construction as of December 31, 1995. (21) This building was sold in January 1996. (22) The Company has a leasehold interest in the land with the lease term expiring May 31, 2057 and subleases the land to the tenant with the sublease term expiring on August 31, 2009. (23) These two buildings will be contributed to the limited liability company referenced in footnote (1) upon completion. -10- ITEM 3. LEGAL PROCEEDINGS There are no pending legal proceedings to which the Company or any subsidiary was a party or to which any of their property is subject other than routine litigation incidental to the Company's business. In the opinion of management, such litigation is not material to the Company's business operations or financial condition. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of the year ended December 31, 1995. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS The Company's Common Shares are listed for trading on the New York Stock Exchange, symbol DRE. Set forth below are the high and low reported sales prices on the New York Stock Exchange and the cash dividends per share declared during each quarter. Comparable cash dividends are expected in the future. As of February 12, 1996, there were 2,269 record holders of Common Shares. On February 1, 1996, the Company declared a quarterly cash dividend of $0.49 per share payable on February 29, 1996 to shareholders of record on February 15, 1996.
1995 1994 ------------------------ ------------------------ QUARTER ENDED HIGH LOW DIVIDEND HIGH LOW DIVIDEND - ------------ ---- --- -------- ---- --- -------- December 31 $31.75 $27.63 $ .49 $28.25 $23.50 $ .47 September 30 31.63 27.63 .49 27.25 24.75 .47 June 30 29.25 26.25 .47 27.25 23.25 .45 March 31 27.88 25.13 .47 26.00 20.25 .45
Of the total dividends for 1995 of $1.92 per share, 85.51% was taxable to shareholders as ordinary income, .82% was taxable as long-term capital gains and 13.67% was a return of capital to shareholders. Of the total dividends for 1994 of $1.84 per share, 78.18% was taxable to shareholders as ordinary income and 21.82% was a return of capital to shareholders. Dividends per share of $1.50 and $1.27 were required for the Company to maintain its REIT status in 1995 and 1994, respectively. -11- ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA The following sets forth selected consolidated financial and operating information on a historical basis for the Company for each of the years ended December 31, 1995, 1994, 1993, 1992, and 1991. The following information should be read in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the Company and Item 8, "Financial Statements and Supplementary Data" included in this Form 10-K.
(in thousands, except per share amounts) 1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- RESULTS OF OPERATIONS: Revenues: Rental Operations $ 113,641 $ 89,299 $ 33,648 $ 17,675 $ 16,789 Service Operations 17,777 18,473 5,654 - - --------- -------- ------- ------- ------- TOTAL REVENUES $ 131,418 $ 107,772 $ 39,302 $ 17,675 $ 16,789 --------- -------- ------- ------- ------- --------- -------- ------- ------- ------- NET INCOME (LOSS) $ 35,019 $ 26,216 $ 5,013 $ (653) $ (1,607) --------- -------- ------- ------- ------- --------- -------- ------- ------- ------- PER SHARE DATA (1): Net Income (Loss) per Share $ 1.54 $ 1.53 $ 0.92 $ (0.32) $ (0.79) Dividends Declared per Share 1.92 1.84 1.68 1.68 1.68 Weighted Average Shares Outstanding 22,679 17,139 5,459 2,045 2,045 BALANCE SHEET DATA: Total Assets $1,045,588 $ 774,901 $632,885 $121,881 $126,917 Total Debt $ 454,820 $ 298,640 $248,433 $ 80,707 $ 80,808 Total Shareholders' Equity $ 534,789 $ 445,384 $347,038 $ 36,129 $ 40,220 Total Shares Outstanding at end of year (1) 24,152 20,391 16,046 2,045 2,045 OTHER DATA: Funds From Operations (2) $ 56,476 $ 39,415 $ 11,205 $ 3,764 $ 2,420 Cash Flow Provided by (Used by): Operating activities $ 78,620 51,873 14,363 5,453 2,451 Investing activities (289,569) (116,238) (315,025) (710) (845) Financing activities 176,243 94,733 310,717 (4,952) (1,387)
(1) All such information has been adjusted for the 1 for 4.2 reverse stock split effected prior to the completion of the 1993 Offering. The number of shares excludes the outstanding minority interest partnership units which are exchangeable on a one-for-one basis for shares of Common Stock. (2) Funds From Operations is defined by the National Association of Real Estate Investment Trusts as net income or loss excluding gains or losses from debt restructuring and sales of property plus depreciation and amortization, and after adjustments for minority interest, unconsolidated partnerships and joint ventures (adjustments for minority interest, unconsolidated partnerships and joint ventures are calculated to reflect Funds From Operations on the same basis). Funds From Operations does not represent cash flow from operations as defined by generally accepted accounting principles, should not be considered as an alternative to net income as an indicator of the Company's operating performance, and is not indicative of cash available to fund all cash flow needs. The calculation of Funds From Operations for the years ended December 31, 1994 and 1993 has been revised to conform with the presentation of Funds From Operations for the year ended December 31, 1995 which excludes amounts attributable to minority interests. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The Company's operating results depend primarily upon income from the rental operations of its industrial, office and retail properties located in its primary markets. This income from rental operations is substantially influenced by the supply and demand for the Company's rental space in its primary markets. -12- In addition, the Company's continued growth is dependent upon its ability to maintain occupancy rates and increase rental rates on its in-service portfolios and to continue development and acquisition of additional rental properties. The Company's primary markets in the Midwest have continued to offer strong and stable local economies compared to other regions of the United States and have provided attractive new development opportunities because of their central location, established manufacturing base, skilled work force and moderate labor costs. Consequently, the Company's overall occupancy rate of its in-service portfolio has exceeded 93% the last two years and was at 95.4% at December 31, 1995. The Company expects to continue to maintain its overall occupancy levels at comparable levels and also expects to be able to increase rental rates as leases are renewed or new leases are executed. This stable occupancy as well as increasing rental rates should improve the Company's results of operations from its in-service properties. The Company's strategy for continued growth also includes developing and acquiring additional rental properties in its primary markets and expanding into other attractive Midwestern markets. The following table sets forth information regarding the Company's in-service portfolio of rental properties as of December 31, 1995 and 1994 (in thousands, except percentages):
Total Percent of Square Feet Total Square Feet Percent Occupied ---------------- ------------------ ---------------- TYPE 1995 1994 1995 1994 1995 1994 ---- ---- ---- ---- ---- ---- ---- INDUSTRIAL Service Centers 2,802 2,051 14.0% 15.9% 94.7% 93.4% Bulk 10,890 5,573 54.3% 43.2% 96.5% 97.5% OFFICE Suburban 3,874 3,090 19.3% 24.0% 94.7% 90.5% CBD 699 699 3.5% 5.4% 92.3% 87.2% Medical 332 198 1.6% 1.5% 90.3% 100.0% RETAIL 1,476 1,285 7.3% 10.0% 93.8% 95.8% ------ ------ ------ ------ ----- ------ Total 20,073 12,896 100.0% 100.0% 95.4% 94.5% ------ ------ ------ ------ ----- ------ ------ ------ ------ ------ ----- ------
RESULTS OF OPERATIONS Following is a summary of the Company's operating results and property statistics for each of the years in the three-year period ended December 31, 1995 (in thousands, except number of properties and per share amounts):
1995 1994 1993 ---- ---- ---- Rental Operations revenue $113,641 $89,299 $33,648 Service Operations revenue 17,777 18,473 5,654 Earnings from Rental Operations 36,700 26,580 5,483 Earnings from Service Operations 5,746 6,308 1,536 Operating income 40,277 30,743 6,282 Minority interest in earnings 7,441 7,840 1,950 Net income 35,019 26,216 5,013 Weighted average shares outstanding 22,679 17,139 5,459 Net income per share $ 1.54 $ 1.53 $ 0.92 Number of in-service properties at end of year 202 128 113 In-service square footage at end of year 20,073 12,896 10,850 Under development square footage at year end 3,448 2,362 1,270
-13- COMPARISON OF YEAR ENDED DECEMBER 31, 1995 TO YEAR ENDED DECEMBER 31, 1994 RENTAL OPERATIONS The Company increased its in-service portfolio of rental properties from 128 properties comprising 12.9 million square feet at December 31, 1994 to 202 properties comprising 20.1 million square feet at December 31, 1995 through the acquisition of 60 properties totaling 4.6 million square feet and the placement in service of 17 properties and two building expansions totaling 3.2 million square feet developed by the Company. The Company also disposed of three properties totaling 570,000 square feet. These 74 net additional rental properties primarily account for the $24.3 million increase in revenues from Rental Operations from 1994 to 1995. The increase from 1994 to 1995 in rental expenses, real estate taxes and depreciation and amortization expense is also a result of the additional 74 in- service rental properties. Interest expense increased by approximately $2.5 million. This increase was primarily because of interest expense on the $150 million of unsecured notes which the Company issued in September 1995. These notes bear interest at an effective rate of 7.46%. The proceeds from these notes were used to (i) retire the outstanding balance of $35.0 million on the Company's line of credit; (ii) retire $39.5 million of mortgage debt which had a weighted average interest rate of 6.08% and was scheduled to reset at a market interest rate in the fourth quarter of 1995; and (iii) to fund development and acquisition of additional rental properties during the fourth quarter of 1995. As a result of the above-mentioned items, earnings from rental operations increased $10.1 million from $26.6 million for the year ended December 31, 1994 to $36.7 million for the year ended December 31, 1995. Management expects occupancy of the in-service property portfolio to remain stable because (i) only 10.3% and 8.2% of the Company's occupied square footage is subject to leases expiring in 1996 and 1997, respectively, and (ii) the Company's renewal percentage averaged 65%, 73% and 65% in 1995, 1994 and 1993, respectively. The following table reflects the Company's lease expiration schedule as of December 31, 1995, including properties under development, by product type indicating square footage and annualized net effective rents under expiring leases:
(in thousands) Industrial Office Retail Total --------------------- ------------------ ------------------ ------------------- Year of Square Square Square Square Expiration Feet Dollar Feet Dollar Feet Dollar Feet Dollar - ------------ ------ ------ ------ ------ ------ ------ ------ ------ 1996 1,825 $ 7,232 382 $ 3,662 83 $ 838 2,290 $ 11,732 1997 1,269 5,851 458 4,648 92 1,031 1,819 11,530 1998 2,262 8,466 549 5,631 109 1,165 2,920 15,262 1999 1,862 7,724 626 6,602 125 1,280 2,613 15,607 2000 1,849 7,238 441 5,454 124 1,442 2,414 14,134 2001 1,490 5,696 293 3,148 60 633 1,843 9,477 2002 265 1,115 595 6,333 88 792 948 8,240 2003 40 442 131 1,627 36 329 207 2,399 2004 810 3,128 89 1,043 13 136 912 4,306 2005 703 2,556 498 6,494 160 1,487 1,361 10,536 Thereafter 2,460 7,582 1,413 19,060 981 6,983 4,854 33,625 ------ ------ ----- ------ ----- ------ ------ ------- Total Leased 14,835 $57,030 5,475 $63,702 1,871 $16,116 22,181 $136,848 ------ ------ ----- ------ ----- ------ ------ ------- ------ ------ ----- ------ ----- ------ ------ ------- Total Portfolio 15,672 5,841 2,008 23,521 ------ ----- ----- ------ ------ ----- ----- ------ Annualized net effective rent per square foot $ 3.84 $ 11.63 $ 8.61 $ 6.16 ------ ------ ------ ------- ------ ------ ------ -------
- 14 - This stable occupancy, along with stable rental rates in each of the Company's markets, will allow the in-service portfolio to continue to provide a comparable or increasing level of earnings from rental operations. The Company also expects to realize growth in earnings from rental operations through (i) the placement in-service of the 3.4 million square feet of properties under development at December 31, 1995 over the next seven quarters; (ii) the development and acquisition of additional rental properties in its primary markets; and (iii) the expansion into other attractive Midwestern markets. SERVICE OPERATIONS Earnings from Service Operations decreased by approximately $600,000 in 1995 as compared to 1994. This decrease results primarily from a decrease in construction fees even though total construction volume remained consistent. This decrease in fees resulted from certain contracts with above-market fees in 1994 which were not obtained in 1995. Property management, maintenance and leasing fees remained consistent from 1994 to 1995. Payroll expense decreased from 1994 to 1995 as a result of the allocation of a greater portion of these costs to the Company's Rental Operations segment. Other operating expenses did not change materially. At December 31, 1995, the backlog of construction fees on signed construction contracts was $3.9 million as compared to $1.7 million at December 31, 1994. As a result of the acquisition by an unconsolidated subsidiary of the Company of 2.2 million square feet of managed property, the Company anticipates a slight decrease in management, leasing and maintenance fee revenues in 1996 as well as a decrease in the operating expenses of the segment. OTHER INCOME (EXPENSE) Interest income increased from $1.1 million for the year ended December 31, 1994 to $1.9 million for the year ended December 31, 1995 as a result of the temporary short-term investment of excess proceeds from the 1995 Offering as well as the 1995 Debt Offering. As part of its October 1993 acquisition of Duke Associates, the Company acquired an option to purchase an interest in an entity which provided telecommunication services to tenants in properties owned and managed by the Company. At the time the option was acquired, the option was not considered to have value because of recurring net operating losses being incurred by such entity. Subsequent to the acquisition of the option, the entity made changes in its operations, principally entering into new contracts for the purchase of telecommunication services and the provision of billing services, which significantly improved its operating results. As a result of these improvements in operating results, the entity entered into an agreement to sell its telecommunications business to an unaffiliated third party at an amount significantly in excess of the Company's option price. The net proceeds from the sale were then loaned to a subsidiary of the Company with a mortgage on certain property. The Company subsequently exercised its option to acquire the interest in this entity and recognized a gain of approximately $2.0 million based on the difference between its option price and the net proceeds received from the sale to the unaffiliated third-party. Such gain is included in earnings from property sales in 1994. NET INCOME Net income for the year ended December 31, 1995 was $35.0 million compared to net income of $26.2 million for the year ended December 31, 1994. This increase results primarily from the operating result fluctuations in rental and service operations explained above. - 15 - COMPARISON OF YEAR ENDED DECEMBER 31, 1994 TO YEAR ENDED DECEMBER 31, 1993 RENTAL OPERATIONS As of December 31, 1992, the Company owned 30 properties totaling approximately 2.0 million square feet. In October 1993, the Company acquired substantially all of the properties of Duke Associates, a full-service commercial real estate firm operating primarily in the Midwest. In connection with the acquisition, the Company effected a 1 for 4.2 reverse stock split relating to its existing shares and subsequently issued an additional 14,000,833 shares of Common Stock through an offering. Substantially all of the approximately $309.2 million of net proceeds of the Offering were used to repay property indebtedness of Duke Associates assumed by the Company as part of its acquisition. The Company acquired 83 in-service properties as part of this transaction. The operating results of the acquired properties have been included in the Company's consolidated operating results subsequent to the date of acquisition. As a result of the acquisition in October 1993, the 1993 results of operations include nine months of operations of the original 30 property portfolio and three months of operations of the 113 property portfolio. Also, during 1994, the Company developed and placed in service and acquired a total of 15 properties to bring its total portfolio of in-service properties to 128 as of December 31, 1994. A full year of operations for the 113 properties as well as the addition of the 15 properties account for the increase in Rental Operation revenues and operating expenses from 1993 to 1994. SERVICE OPERATIONS The Company acquired its Service Operations as part of its acquisition of Duke Associates in October 1993. Service Operation revenues and operating expenses subsequent to the date of acquisition are included in the Company's 1993 operations. The increase in Service Operation revenue, operating expenses and earnings from 1993 to 1994 results from the inclusion of a full year of such operations in 1994. GENERAL AND ADMINISTRATIVE General and administrative expense increased from 1993 to 1994 primarily as a result of the increase in the size of the Company through the acquisition of Duke Associates' Rental and Service Operations and the placement in-service of 15 developed or acquired properties in 1994. OTHER INCOME (EXPENSE) Interest income increased from 1993 to 1994 primarily as a result of an increase in temporary cash investments because of the increased size of the Company as well as the temporary short-term investment of excess proceeds from the 1994 Offering. Earnings from property sales increased from 1993 to 1994 primarily as a result of the gain recognized on the exercise by the Company of an option to acquire an interest in a telecommunications entity as discussed above under Other Income (Expense) in the comparison of 1994 to 1995. Minority interest in earnings of subsidiaries resulted from the acquisition of Duke Associates in October 1993. The increase from 1993 to 1994 results from allocation of a full year's income to the minority interests in 1994. - 16 - NET INCOME Primarily as a result of the items discussed above, net income increased from $5.0 million for the year ended December 31, 1993 to $26.2 million for the year ended December 31, 1994. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities totaling $78.6 million, $51.9 million and $14.4 million for the years ended December 31, 1995, 1994 and 1993, respectively, represents the primary source of liquidity to fund distributions to shareholders, unitholders and the other minority interests and to fund recurring costs associated with the renovation and re-letting of the Company's properties. The primary reason for the increases in net cash provided by operating activities is, as discussed above under "Results of Operations", the increase in net income each year resulting from the expansion of the in-service portfolio through development and acquisitions of additional rental properties. Net cash used by investing activities totaling $289.6 million, $116.2 million and $315.0 million for the years ended December 31, 1995, 1994 and 1993, respectively, represents the investment of funds by the Company to expand its portfolio of rental properties through the development and acquisition of additional rental properties. Of the $315.0 million used in investing activities in 1993, $302.1 million related to acquisition of the Duke Associates' rental properties and service businesses. In 1994, $107.4 million was invested in the development and acquisition of additional rental properties and $12.4 million was used for tenant improvements, leasing costs and other deferred assets. In 1995, the development and acquisition of additional rental properties increased to $251.0 million with $24.1 million being used for recurring tenant improvements, leasing costs and other deferred assets. In addition, in 1995, $16.7 million was invested in rental operations of a newly formed, 50% owned, joint venture which also included the contribution of rental property and undeveloped land with a carrying value of approximately $42.7 million. Net cash provided by financing activities totaling $176.2 million, $94.7 million and $310.7 million for the years ended December 31, 1995, 1994 and 1993, respectively, is comprised of debt and equity issuances net of distributions to shareholders and unitholders and repayments of outstanding indebtedness. In 1993, the Company received $309.3 million from the 1993 Offering which was used primarily for the acquisition of Duke Associates. In 1994, the Company received $92.1 million from the 1994 Offering and $60.0 million from a seven-year mortgage loan. Of the $152.1 million of these proceeds, $60.0 million were used to repay the balance outstanding on the line of credit, $6.0 million were used to retire outstanding mortgage indebtedness, and the remainder were used primarily to fund development and acquisition of additional rental properties. In 1995, the Company received $96.3 million from the 1995 Offering of which $11.0 million were used to repay the balance outstanding on the line of credit and the remainder was used to fund development and acquisition of additional rental properties. The Company also received $150.0 million from the 1995 Debt Offering and used $39.5 million to retire outstanding mortgage indebtedness, $35.0 million to repay the balance outstanding on the line of credit, and the remainder to fund acquisition and development of additional rental properties. The recurring capital needs of the Company are funded primarily through the undistributed net cash provided by operating activities. Following is an analysis of the Company's recurring capital expenditures:
(in thousands) 1995 1994 1993 ---- ---- ---- Tenant improvements $ 4,312 $ 3,056 $ 2,015 Leasing costs 3,519 2,407 636 Building improvements 757 474 136 ------ ------ ------ Total $ 8,588 $ 5,937 $ 2,787 ------ ------ ------ ------ ------ ------
- 17 - In March 1994, the Company obtained a $60 million secured credit facility which was available to fund development and acquisition of additional rental properties and to provide working capital as needed. In April 1995, the Company replaced the secured line of credit with a $100 million unsecured line of credit which matures in April 1998. Borrowings of $45 million under this line of credit as of December 31, 1995 bear interest at one month LIBOR plus 2.00%, which ranged from 7.7500% to 7.9375%. In January 1996, the Company increased the unsecured line of credit to $150 million and reduced the borrowing rate to LIBOR plus 1.625%. The current effective interest rate on the line of credit based on the 30-day LIBOR rate as of February 12, 1996 is 6.94%. The Company currently has on file two Form S-3 Registration Statements with the Securities and Exchange Commission ("Shelf Registrations") which have remaining availability as of December 31, 1995 of approximately $330 million to issue additional common stock, preferred stock or unsecured debt securities. The Company intends to issue additional securities under such Shelf Registrations to fund the development and acquisition of additional rental properties. The total debt outstanding at December 31, 1995 consists of notes totaling $454.8 million with a weighted average interest rate of 7.50% maturing at various dates through 2018. Scheduled principal amortization of such debt totaled $1.65 million for the year ended December 31, 1995. Following is a summary of the scheduled future amortization and maturities of the Company's indebtedness:
Weighted Average Interest Rate of Year Repayments Future Repayments ---- ---------------------------------------- ----------------- (in thousands) Scheduled Amortization Maturities Total ------------ ---------- ----- 1996 $ 1,855 $ 59,619 $ 61,474 5.31% 1997 2,156 - 2,156 8.04% 1998 2,410 90,216 92,626 7.49% 1999 2,625 - 2,625 8.25% 2000 2,637 4,852 7,489 7.86% 2001 2,291 59,454 62,245 8.72% 2002 2,494 50,000 52,494 7.37% 2003 252 68,313 69,065 8.48% 2004 274 - 274 5.20% 2005 300 100,000 100,300 7.51% Thereafter 4,072 - 4,072 ------ ------- ------- Total $21,366 $433,454 $454,820 ------ ------- ------- ------ ------- -------
The 1996 maturities of $59.6 million indicated above occur in October through December. The Company currently intends to repay this debt through the issuance of either common or preferred equity or unsecured debt securities available under its Shelf Registrations. The Company estimates that if unsecured debt securities are issued, based on current market interest rates, the rate on such debt would increase by approximately 1.6%. Of the 1998 maturities, $45.0 million represents the outstanding balance as of December 31, 1995 on the Company's line of credit. - 18 - The Company intends to pay regular quarterly dividends from net cash provided by operating activities. A quarterly dividend of $.49 per Common Share was declared on February 1, 1996 which represents an annualized dividend of $1.96 per share. FUNDS FROM OPERATIONS Management believes that Funds From Operations ("FFO"), which is defined by the National Association of Real Estate Investment Trusts as net income or loss excluding gains or losses from debt restructuring and sales of property plus depreciation and amortization, and after adjustments for minority interest, unconsolidated partnerships and joint ventures (adjustments for minority interest, unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis), is the industry standard for reporting the operations of real estate investment trusts. The following table reflects the calculation of the Company's FFO for the years ended December 31, as follows (in thousands):
1995 1994 1993 ------ ------ ------ Net income $35,019 $ 26,216 $ 5,013 Add back: Depreciation and amortization 23,118 16,785 7,075 Amortization of deferred financing costs and depreciation of non-rental real estate assets 1,918 1,453 327 Share of joint venture depreciation and amortization 411 352 60 Gain on property sales ( 283) ( 2,198) ( 517) Adjustment for minority interest share of add-backs ( 3,707) ( 3,193) ( 753) ------ ------ ------ FUNDS FROM OPERATIONS $56,476 $ 39,415 $ 11,205 ------ ------ ------ ------ ------ ------ CASH FLOW PROVIDED BY (USED BY): Operating activities $ 78,620 $ 51,873 $ 14,363 Investing activities (289,569) (116,238) (315,025) Financing activities 176,243 94,733 310,717
The increase in FFO for the three year period results primarily from the increased in-service rental property portfolio as discussed above under "Results of Operations." The following table indicates components of such growth for each of the years ended December 31, as follows (in thousands):
1995 1994 1993 ------ ------ ------ Rental operations: Original portfolio $ 59,399 $58,201 $23,300 Development 10,668 2,240 - Acquisitions 12,014 2,463 - Investments in unconsolidated companies 1,121 1,407 357 Interest expense (21,424) (18,920) (10,334) ------ ------ ------ Net rental operations 61,778 45,391 13,323 Service operations, net of minority interest 4,767 5,389 1,277 Minority interest of unitholders ( 6,530) ( 6,751) ( 1,657) Other, net 168 ( 1,421) ( 985) Adjustment for minority interest share of add-backs ( 3,707) ( 3,193) ( 753) ------ ------ ------ FUNDS FROM OPERATIONS $56,476 $39,415 $11,205 ------ ------ ------ ------ ------ ------
- 19 - In March 1995, NAREIT issued a clarification of its definition of FFO effective for years beginning after December 31, 1995. The clarification provides that amortization of deferred financing costs and depreciation of non-rental real estate assets are no longer to be added back to net income in arriving at FFO. The Company's FFO under the new method of calculation would have been $54.7 million, $38.2 million, and $11.1 million for the three years ended December 31, 1995, 1994, and 1993, respectively. The calculation of FFO for the years ended December 31, 1994 and 1993 has been revised to conform with the presentation of FFO for the year ended December 31, 1995 which excludes amounts attributable to minority interests. While management believes that FFO is the most relevant and widely used measure of the Company's operating performance, such amount does not represent cash flow from operations as defined by generally accepted accounting principles, should not be considered as an alternative to net income as an indicator of the Company's operating performance, and is not indicative of cash available to fund all cash flow needs. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data are included under Item 14 of this Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ON ACCOUNTING FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information required by this Item for Directors and certain Executive Officers will be contained in a definitive proxy statement which the Registrant anticipates will be filed no later than April 29, 1996, which proxy statement is incorporated herein by reference, and thus this part has been omitted in accordance with General Instruction G(3) to Form 10-K. The following information is provided regarding the executive officers of the Company who do not serve as Directors of the Company: GARY A. BURK Age 44, President of Construction Services and Executive Vice President of Duke Services, Inc. - Mr. Burk joined the Company in 1979, and has been responsible for the Company's construction management operations since 1986. ROSS C. FARRO Age 52, Vice President, Cleveland Group - Mr. Farro joined the Company in January 1996 and is responsible for the Cleveland activities of the Company. Prior to joining the Company, Mr. Farro was an independent real estate developer and operator. - 20 - ROBERT D. FESSLER Age 38, Vice President, Ohio Industrial Group - Mr. Fessler joined the Company in 1987 and is responsible for the Cincinnati industrial activities of the Company. Prior to joining the Company, Mr. Fessler was a leasing representative with Trammel Crow. JOHN R. GASKIN Age 34, Vice President, General Counsel and Secretary - Mr. Gaskin joined the Company in 1990. Prior to joining the Company, Mr. Gaskin worked as an associate attorney in a mid-size Indianapolis, Indiana law firm. RICHARD W. HORN Age 38, Vice President of Acquisitions - Mr. Horn joined the Company in 1984. Mr. Horn is responsible for the acquisition activities of the Company and also oversees the Nashville and Michigan operations of the Company. DONALD J. HUNTER Age 36, Vice President, Columbus Group - Mr. Hunter joined the Company in 1989 and is responsible for the Columbus activities of the Company. Prior to joining the Company, Mr. Hunter was with Cushman and Wakefield, a national real estate firm. STEVEN R. KENNEDY Age 39, Vice President of Construction Services - Mr. Kennedy joined the Company in 1986. Prior to that time, Mr. Kennedy was a Project Manager for Charles Pankow Builders, Inc. WAYNE H. LINGAFELTER Age 36, Vice President, Indiana Office Group - Mr. Lingafelter joined the Company in 1987 and is responsible for the Indiana office activities of the Company. Prior to that time, Mr. Lingafelter was with the management consulting firm of DRI, Inc. WILLIAM E. LINVILLE, III Age 41, Vice President, Indiana Industrial Group - Mr. Linville joined the Company in 1987 and is responsible for the Indianapolis industrial activities of the Company. Prior to that time, Mr. Linville was Vice President and Regional Manager of the CB Commercial Brokerage Office in Indianapolis. DAVID R. MENNEL Age 41, General Manager of Services Operations and President of Duke Services, Inc.- Mr. Mennel was with the accounting firm of Peat, Marwick & Mitchell Co. and the property development firm of Melvin Simon & Associates before joining the Company in 1978. DAVID P. MINTON Age 38, Vice President, St. Louis Group - Mr. Minton joined the Company in 1995 and is responsible for the St. Louis activities of the Company. Prior to joining the Company, Mr. Minton was Vice President of the Paragon Group, a national real estate development and management firm. - 21 - MICHAEL L. MYRVOLD Age 40, Vice President, Retail Group - Mr. Myrvold joined the Company in 1995 and is responsible for retail activities of the Company. Prior to joining the Company, Mr. Myrvold was Vice President of Real Estate of the Melville Realty Co., Inc. JOHN M. NEMECEK Age 40, President of Asset and Property Management - Mr. Nemecek joined the Company in 1994. Prior to joining the Company, Mr. Nemecek was the Senior Vice President/Florida Division of Compass Real Estate. DENNIS D. OKLAK Age 42, Vice President and Treasurer - Mr. Oklak joined the Company in 1986 and has served as Tax Manager and Controller of Development. Prior to joining the Company, Mr. Oklak was a Senior Manager with the public accounting firm of Deloitte Haskins + Sells. JEFFREY G. TULLOCH Age 50, Vice President and General Manager, Cincinnati Group - Mr. Tulloch joined the Company in 1995 and is responsible for the all Cincinnati activities of the Company. Mr. Tulloch was Senior Vice President of the Galbreath Company before joining the Company. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than 10% of the Company's Common Stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by Securities and Exchange Commission regulation to furnish the Company with copies of all Section 16(a) forms they file. Information regarding Section 16(a) filings will be contained in a definitive proxy statement which the Registrant anticipates will be filed no later than April 29, 1996, which proxy statement is incorporated herein by reference, and thus this part has been omitted in accordance with General Instruction G(3) to Form 10-K. ITEM 11, 12, 13 EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The information required by Item 11, Item 12 and Item 13 will be contained in a definitive proxy statement which the Registrant anticipates will be filed no later than April 29, 1996, which proxy statement is incorporated herein by reference, and thus this part has been omitted in accordance with General Instruction G(3) to Form 10-K. - 22 - ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) DOCUMENTS FILED AS PART OF THIS REPORT. 1. CONSOLIDATED FINANCIAL STATEMENTS: Index ----- Independent Auditors' Report Consolidated Balance Sheets, December 31, 1995 and 1994 Consolidated Statements of Operations, Years Ended December 31, 1995, 1994 and 1993 Consolidated Statements of Cash Flows, Years Ended December 31, 1995, 1994 and 1993 Consolidated Statements of Shareholders' Equity, Years Ended December 31, 1995, 1994 and 1993 Notes to Consolidated Financial Statements 2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULES INDEX ----- Schedule III - Real Estate and Accumulated Depreciation EDGAR FINANCIAL DATA SCHEDULE Exhibit 27 - Financial Data Schedule for year ended December 31, 1995 (EDGAR filing only) Other schedules are omitted for the reasons that they are not required, are not applicable, or the required information is set forth in the financial statements or notes thereto. - 23 - INDEPENDENT AUDITORS' REPORT The Shareholders and Directors Duke Realty Investments, Inc.: We have audited the consolidated financial statements of Duke Realty Investments, Inc. and Subsidiaries as listed in the accompanying index. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statements and the financial statement schedule based on our audits. We conducted our audits 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 audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Duke Realty Investments, Inc. and Subsidiaries as of December 31, 1995 and 1994 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1995, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. KPMG PEAT MARWICK LLP Indianapolis, Indiana January 31, 1996 - 24 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
DECEMBER 31, ---------------------------- 1995 1994 ------ ------ ASSETS Real estate investments: Land and improvements $ 91,550 $ 72,758 Buildings and tenant improvements 712,614 580,794 Construction in progress 96,698 22,967 Land held for development 62,637 47,194 --------- ------- 963,499 723,713 Accumulated depreciation (56,335) ( 38,058) --------- ------- Net real estate investments 907,164 685,655 Cash and cash equivalents 5,727 40,433 Accounts receivable from tenants, net of allowance of $624 and $450 5,184 4,257 Accrued straight-line rents, net of allowance of $841 8,101 5,030 Receivables on construction contracts 9,462 7,478 Investments in unconsolidated companies 67,771 8,418 Deferred financing costs, net of accumulated amortization of $2,072 and $1,755 8,141 6,390 Deferred leasing and other costs, net of accumulated amortization of $4,959 and $2,702 20,620 11,856 Escrow deposits and other assets 13,418 5,384 --------- ------- $1,045,588 $ 774,901 --------- ------- --------- ------- LIABILITIES AND SHAREHOLDERS' EQUITY Indebtedness: Mortgage debt $ 259,820 $ 298,640 Unsecured notes 150,000 - Line of credit 45,000 - --------- ------- 454,820 298,640 Construction payables and amounts due subcontractors 21,410 9,464 Accounts payable 1,132 869 Accrued real estate taxes 10,374 8,983 Accrued interest 3,461 314 Other accrued expenses 5,504 2,877 Other liabilities 5,490 3,564 Tenant security deposits and prepaid rents 3,872 3,472 --------- ------- Total liabilities 506,063 328,183 --------- ------- Minority interest 4,736 1,334 --------- ------- Common shares ($.01 par value); 45,000 authorized; 24,152 and 20,391 shares issued and outstanding 241 204 Additional paid-in capital 578,288 481,101 Distributions in excess of net income (43,740) (35,921) --------- ------- Total shareholders' equity 534,789 445,384 --------- ------- $1,045,588 $ 774,901 --------- ------- --------- -------
See accompanying Notes to Consolidated Financial Statements. - 25 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Year ended December 31, ---------------------------------------------- 1995 1994 1993 ------ ------ ------ RENTAL OPERATIONS: Revenues: Rental income $112,931 $88,243 $33,351 Equity in earnings of unconsolidated companies 710 1,056 297 ------- ------ ------ 113,641 89,299 33,648 ------- ------ ------ Operating expenses: Rental expenses 21,497 17,507 7,059 Real estate taxes 9,683 8,256 3,403 Interest expense 21,424 18,920 10,334 Depreciation and amortization 24,337 18,036 7,369 ------- ------ ------ 76,941 62,719 28,165 ------- ------ ------ Earnings from rental operations 36,700 26,580 5,483 ------- ------ ------ SERVICE OPERATIONS: Revenues: Property management, maintenance and leasing fees 11,138 11,084 3,000 Construction management and development fees 5,582 6,107 2,501 Other income 1,057 1,282 153 ------- ------ ------ 17,777 18,473 5,654 ------- ------ ------ Operating expenses: Payroll 8,236 8,723 2,688 Maintenance 1,344 1,069 473 Office and other 2,451 2,373 957 ------- ------ ------ 12,031 12,165 4,118 ------- ------ ------ Earnings from service operations 5,746 6,308 1,536 ------- ------ ------ General and administrative expense (2,169) (2,145) ( 737) ------- ------ ------ Operating income 40,277 30,743 6,282 OTHER INCOME (EXPENSE): Interest income 1,900 1,115 164 Earnings from property sales 283 2,198 517 Minority interest in earnings of subsidiaries ( 7,441) ( 7,840) ( 1,950) ------- ------ ------ Net income $ 35,019 $26,216 $ 5,013 ------- ------ ------ ------- ------ ------ Net income per share $ 1.54 $ 1.53 $ .92 ------- ------ ------ ------- ------ ------ Weighted average number of shares outstanding 22,679 17,139 5,459 ------- ------ ------ ------- ------ ------
See accompanying Notes to Consolidated Financial Statements. - 26 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
YEAR ENDED DECEMBER 31, ---------------------------------------------- 1995 1994 1993 ------ ------ ------ Cash flows from operating activities: Net income $35,019 $ 26,216 $ 5,013 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of buildings and tenant improvements 20,416 15,068 6,459 Amortization of deferred financing costs 1,218 1,251 294 Amortization of deferred leasing and other costs 2,703 1,717 616 Minority interest in earnings of subsidiaries 7,441 7,840 1,950 Straight-line rent adjustment (3,198) (2,307) (570) Allowance for straight-line rent receivable - 748 93 Earnings from property sales, net (283) (2,198) (517) Construction contracts, net 8,722 2,405 (919) Other accrued revenues and expenses, net 6,771 1,352 2,075 Equity in earnings of unconsolidated companies (189) (219) (131) ------ ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 78,620 51,873 14,363 ------ ------- ------- Cash flows from investing activities: Proceeds from property sales, net 5,281 3,337 1,306 Rental property development costs and building improvements (129,636) (56,293) (7,304) Acquisition of rental properties,undeveloped land and businesses (121,408) (51,125) (302,070) Recurring tenant improvements (4,312) (3,056) (2,015) Recurring leasing costs (3,519) (2,407) (636) Other deferred costs and other assets (16,225) (6,971) (4,106) Net investment in and advances to unconsolidated companies (19,750) 277 (200) ------ ------- ------- NET CASH USED BY INVESTING ACTIVITIES (289,569) (116,238) (315,025) ------- ------- ------- Cash flows from financing activities: Proceeds from issuance of common shares, net 96,297 92,145 309,334 Proceeds from indebtedness 195,051 61,504 88,945 Payments on indebtedness (60,030) (16,149) (78,496) Distributions to shareholders (42,838) (31,565) (3,438) Distributions to minority interest (8,940) (9,140) - Deferred financing costs (3,297) (2,062) (5,628) ------ ------- ------- NET CASH PROVIDED BY FINANCING ACTIVITIES 176,243 94,733 310,717 ------ ------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (34,706) 30,368 10,055 Cash and cash equivalents at beginning of year 40,433 10,065 10 ------ ------- ------- Cash and cash equivalents at end of year $ 5,727 $ 40,433 $ 10,065 ------ ------- ------- ------ ------- -------
See accompanying Notes to Consolidated Financial Statements. - 27 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Additional Distributions Common Paid-in in Excess of Shares Capital Net Income -------- ---------- ------------- BALANCE AT DECEMBER 31, 1992 $ 86 $ 68,190 $(32,147) Reverse stock split (66) 66 - Proceeds from issuance of common shares, net of underwriting discounts and offering costs of $23,394 140 309,194 - Net income - - 5,013 Distributions to shareholders ($1.68 per share) - - (3,438) ------ -------- ------ BALANCE AT DECEMBER 31, 1993 160 377,450 (30,572) Proceeds from issuance of common shares, net of underwriting discounts and offering costs of $6,009 39 92,132 - Acquisition of minority interest 5 11,519 - Net income - - 26,216 Distributions to shareholders ($1.84 per share) - - (31,565) ------ -------- ------ BALANCE AT DECEMBER 31, 1994 204 481,101 (35,921) Proceeds from issuance of common shares, net of underwriting discounts and offering costs of $5,767 37 96,391 - Acquisition of minority interest - 796 - Net income - - 35,019 Distributions to shareholders ($1.92 per share) - - (42,838) ------ -------- ------ BALANCE AT DECEMBER 31, 1995 $ 241 $ 578,288 $(43,740) ------ -------- ------ ------ -------- ------
See accompanying Notes to Consolidated Financial Statements. - 28 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) THE COMPANY The Company was formed in 1985 and qualifies as a real estate investment trust ("REIT") under the provisions of the Internal Revenue Code. The Company is an open-ended, perpetual-life REIT which owns and operates a portfolio of industrial, office and retail properties in the Midwest. The Company's primary markets are in Indianapolis, Indiana; Cincinnati and Columbus, Ohio; Detroit, Michigan; St. Louis, Missouri, and Nashville, Tennessee. On October 4, 1993, the Company completed the acquisition of substantially all of the properties and businesses of Duke Associates, a full-service commercial real estate firm operating primarily in the Midwest. In connection with the acquisition, the Company effected a 1 for 4.2 reverse stock split of its existing common shares and issued an additional 14,000,833 shares through an offering ("the 1993 Offering") which provided net proceeds of $309.3 million. All of the share and per share amounts have been restated to reflect the reverse split. The acquisition was accounted for under the purchase method. The value of $466.0 million assigned to the acquired properties and businesses was equal to the property debt and other net liabilities assumed, of which $302.1 million was repaid with the proceeds of the 1993 Offering. The operating results of the acquired properties and businesses have been included in the consolidated operating results subsequent to the date of acquisition. The Company contributed all of its properties and related assets and liabilities along with the net proceeds from the 1993 Offering to Duke Realty Limited Partnership ("DRLP") in exchange for a 78.36% general partnership interest represented by 16,046,144 partnership units in DRLP ("Units"). Duke Associates contributed its properties to DRLP subject to their existing liabilities in exchange for a 21.64% limited partnership minority interest represented by 4,432,109 Units in DRLP. Limited partnership Units are exchangeable for shares of the Company's common stock on a one-for-one basis subject generally to a one year holding period. The Company's rental operations are conducted through DRLP. In addition, the Company conducts operations through Duke Realty Services Limited Partnership ("DRSLP") and Duke Construction Limited Partnership ("DCLP"), in which the Company's wholly-owned subsidiary, Duke Services, Inc., is the sole general partner. The consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. The equity interests in these majority-owned or controlled subsidiaries not owned by the Company are reflected as minority interests in the consolidated financial statements. In 1994, the Company issued an additional 3,887,300 shares of Common Stock through an additional offering ("1994 Offering") and received net proceeds of approximately $92.1 million. The proceeds of the 1994 Offering were contributed to DRLP in exchange for additional Units and were used by DRLP to fund development and acquisition costs of additional rental properties. - 29 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements In 1995, the Company issued an additional 3,727,500 shares of Common Stock through another additional offering ("1995 Offering") and received net proceeds of approximately $96.3 million. The proceeds of the 1995 offering were contributed to DRLP in exchange for additional units and were used by DRLP to fund development and acquisition of additional rental properties. On September 22, 1995, the Company issued $150 million of unsecured notes through a debt offering ("Debt Offering"). A portion of the proceeds of the Debt Offering was used to reduce amounts outstanding on its unsecured credit facility and other mortgage debt and to fund current development and acquisition of additional rental properties. In 1995 and 1994, as a result of Unitholders exchanging their Units for shares of Common Stock of the Company pursuant to the DRLP Partnership Agreement, the Company acquired a portion of the minority interest in DRLP through the issuance of 27,760 and 456,375 shares of Common Stock, respectively, for a like number of Units. The acquisition of the minority interest was accounted for under the purchase method with assets acquired recorded at the fair market value of the Company's Common Stock on the date of acquisition. The acquisition amounts of $796,000 and $11.5 million in 1995 and 1994, respectively, were allocated to rental property, undeveloped land and investments in unconsolidated companies based on their estimated fair values. As a result of the contributions of the offering proceeds and the exchange of units for shares, the Company owns an 85.3% interest in DRLP at December 31, 1995. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. The equity interests in these majority-owned or controlled subsidiaries not owned by the Company are reflected as minority interests in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. SEGMENT OPERATIONS The Company is engaged in two business segments, the ownership and rental of real estate investments ("Rental Operations") and the providing of various real estate services such as property management, maintenance, leasing and construction management to third-party property owners ("Service Operations"). There are no intersegment sales or transfers between Rental Operations and Service Operations. Substantially all assets, capital expenditures, depreciation, amortization and investments in and advances to unconsolidated companies relate to Rental Operations. The operations of each segment are reflected separately on the Statement of Operations. - 30 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements REAL ESTATE INVESTMENTS Real estate investments are stated at cost less accumulated depreciation. Buildings and land improvements are depreciated on the straight-line method over 40 years, and tenant improvement costs are depreciated on the straight- line method over the term of the related lease. Project costs, including interest and real estate taxes incurred in connection with construction or expansion of real estate investments, are capitalized as a cost of the property and depreciated over the estimated useful life of the related asset. The Company evaluates its real estate investments periodically to assess whether any impairment indications are present, including recurring operating losses and significant adverse changes in legal factors or business climate that affect the recovery of the recorded value. If any real estate investment is considered impaired, a loss is provided to reduce the carrying value of the property to its estimated fair value. INVESTMENTS IN UNCONSOLIDATED COMPANIES The equity method of accounting is used for investments in non-majority owned partnerships and joint ventures in which the Company has the ability to exercise significant influence over operating and financial policies. Any difference between the carrying amount of these investments and the underlying equity in net assets is amortized to equity in earnings of unconsolidated companies over 40 years. The cost method of accounting is used for non-majority owned joint ventures over which the Company does not have the ability to exercise significant influence. The difference between the cost method and the equity method for such ventures does not significantly affect the financial position or results of operations of the Company. CASH EQUIVALENTS Highly liquid investments with a maturity of three months or less when purchased are classified as cash equivalents. DEFERRED COSTS Costs incurred in connection with financing or leasing are amortized on the straight-line method over the term of the related loan or lease. Unamortized costs are charged to expense upon the early termination of the lease or upon early payment of the financing. Prepaid interest is amortized to interest expense using the effective interest method over the terms of the related loans. - 31 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements REVENUES RENTAL OPERATIONS Rental income from leases with scheduled rental increases during their terms is recognized for financial reporting purposes on a straight-line basis. SERVICE OPERATIONS Management fees are based on a percentage of rental receipts of properties managed and are recognized as the rental receipts are collected. Maintenance fees are based upon established hourly rates and are recognized as the services are performed. Leasing fees are based on a percentage of the total rental due under completed leases and are generally recognized upon lease execution. Construction management and development fees are generally based on a percentage of costs and are recognized as the project costs are incurred. Other income consists primarily of payroll reimbursements for on- site property management services. PROJECT COSTS All direct and indirect costs clearly associated with the acquisition, development, construction and rental of real estate projects owned by the Company are capitalized. Capitalized costs associated with acquisition, development and construction of properties are included in real estate investments and costs associated with the rental of properties are included in deferred costs. STOCK BASED COMPENSATION The Company grants stock options for a fixed number of shares to employees with an exercise price equal to the fair value of the shares at the date of grant. The Company accounts for stock option grants in accordance with APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and, accordingly, recognizes no compensation expense for the stock option grants. NET INCOME PER SHARE Net income per share is calculated using the weighted average number of shares outstanding during the year. Common stock equivalents (consisting of stock options and units) that in the aggregate dilute income per share by less than 3% are not considered in computing weighted average shares outstanding. - 32 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements FEDERAL INCOME TAXES The Company qualifies and intends to continue to qualify as a REIT under the Internal Revenue Code. As a REIT, the Company is allowed to reduce taxable income by all or a portion of its distributions to shareholders. As distributions have exceeded taxable income, no provision for federal income taxes has been made in the accompanying consolidated financial statements. Earnings and profits, which determine the taxability of dividends to shareholders, differ from net income reported for financial reporting purposes primarily because of different depreciable lives and bases of rental properties and differences in the timing of recognition of earnings upon disposition of properties. Of the total distributions for 1995 of $1.92 per share, 85.51% was taxable to shareholders as ordinary income, .82% was taxable as long-term capital gains and 13.67% was a return of capital to shareholders. Of the total distributions for 1994 of $1.84 per share, 78.18% was taxable to shareholders as ordinary income and 21.82% was a return of capital to shareholders. Distributions for 1993 of $1.68 per share were 100% taxable to the shareholders as ordinary income. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair values of the Company's financial instruments, including accounts receivable, accounts payable, accrued expenses, mortgage debt, unsecured notes payable, line of credit and other financial instruments, generally determined using the present value of estimated future cash flows using a discount rate commensurate with the risks involved, approximate their carrying or contract values. USE OF ESTIMATES The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. (3) RELATED PARTY TRANSACTIONS The Company provides management, leasing, construction and other tenant related services to partnerships in which certain executive officers have continuing ownership interests. The Company was paid fees totaling $1,942,000, $2,271,000 and $885,000 for such services in 1995, 1994 and 1993, respectively. Management believes the terms for such services are equivalent to those available in the market. The Company has an option to purchase the executive officers' interest in each of these properties which expires October 2003. The option price of each property was established at the date the option was granted. - 33 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (4) INVESTMENTS IN UNCONSOLIDATED COMPANIES The Company has equity interests ranging from 10% to 50% in unconsolidated partnerships and joint ventures which own and operate rental properties and hold land for development in the Midwest. In 1995, the Company acquired its unaffiliated partner's 50% interest in a joint venture which owned two suburban office rental properties (one of which was under construction as of December 31, 1995) and 40.3 acres of land held for development. The Company accounted for the acquisition of the 50% interest using the purchase method with its recorded investment in the properties equal to the sum of the balance of its investment in and advances to the joint venture at the date of acquisition, the net liabilities assumed and cash paid to the joint venture partner. In 1994, the Company acquired its unaffiliated partner's 55% interest in a partnership which owned a suburban office rental property. The Company accounted for the acquisition of the 55% interest using the purchase method with its recorded investment in the property equal to the sum of its investment in the partnership at the date of acquisition, the cash payment to the unaffiliated partner, the cash repayment of a portion of the partnership's mortgage loan and net liabilities assumed, including the remaining balance on the partnership's mortgage loan of $4.5 million. Also in 1994, a partnership in which the Company owned a 50% interest was dissolved through the distribution of all assets and liabilities to the partners. At the date of dissolution, the Company had loans and advances to the partnership totaling $4.2 million. Under terms of the dissolution agreement, the Company received 71 acres of land held for development and the partnership was not required to repay the Company's loans and advances. The Company's recorded investment in the property received is equal to the sum of its investment in and loans and advances to the partnership at the date of dissolution. On December 28, 1995, the Company formed a joint venture (Dugan Realty L.L.C.) with an institutional real estate investor and purchased 25 industrial buildings totaling approximately 2.3 million square feet. Upon formation of the venture, the Company contributed approximately 1.4 million square feet of recently developed and acquired industrial properties, 113 acres of recently acquired land held for future development, and approximately $16.7 million of cash for a 50% interest in the joint venture. Upon completion of 1.1 million square feet of property currently under development, the Company will contribute these properties to the joint venture and receive a $12.5 million cash distribution. The Company's recorded investment at December 31, 1995 in the joint venture of $59.4 million is the sum of the carrying value of the properties, land, and cash contributed. The Company's joint venture partner contributed cash in an amount equal to the agreed value of the Company's contribution. The recently acquired industrial properties and the undeveloped land which were contributed were acquired as part of the acquisition of Park Fletcher, Inc., an Indianapolis, Indiana based real estate development and management company. The acquisition was accounted for under the purchase method. The recorded carrying value of acquired properties and land was equal to the net liabilities assumed plus cash paid plus mortgage indebtedness assumed of $17.4 million. The operating results of the acquired properties and land have been included in the consolidated operating results subsequent to the date of acquisition. - 34 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Combined summarized financial information of the companies which are accounted for by the equity method as of December 31, 1995 and December 31, 1994 and for the years ended December 31, 1995, 1994, and 1993 are as follows (in thousands):
December 31, ------------------------ 1995 1994 ------ ------ Land, buildings and tenant improvements, net $155,628 $14,530 Land held for development 8,515 1,377 Other assets 4,742 1,978 -------- ------- 168,885 17,885 -------- ------- -------- ------- Property indebtedness 28,185 17,719 Other liabilities 3,736 591 -------- ------- 31,921 18,310 Owners' equity (deficit) 136,964 (425) -------- ------- $168,885 $ 17,885 -------- ------- -------- -------
Year ended December 31, ------------------------------------ 1995 1994 1993 ---- ---- ---- Rental income $3,398 $3,419 $ 950 Net income $ 363 $ 224 $ 211
Investments in unconsolidated companies include $6.0 million and $6.4 million at December 31, 1995 and 1994, respectively, related to joint ventures on the cost method. Included in equity in earnings of unconsolidated companies are distributions from a joint venture accounted for on the cost method totaling $521,000, $837,000 and $166,000 in 1995, 1994 and 1993, respectively. - 35 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (5) INDEBTEDNESS Indebtedness at December 31 consists of the following:
1995 1994 ---- ---- (in thousands) Mortgage note with monthly payments of $668,000 including principal and interest at 8.50% due in 2003 $ 78,832 $ 80,621 Mortgage note with monthly payments of interest of $436,000 through August 1997. Thereafter, monthly payments of $471,000 including principal and interest at 8.72% due in 2001 60,000 60,000 Mortgage note with monthly payments of interest at 7.25% due in 1998 25,500 25,500 Three mortgage notes with monthly payments of interest at rates ranging from 5.29% to 5.44% due in 1996 59,619 59,568 Mortgage note with monthly payments of interest at 5.81% due in 1998 - 22,000 Mortgage note with monthly payments of $104,000 including principal and interest at 6.80% due in 1998 15,619 15,802 Mortgage notes with monthly payments in varying amounts including interest at rates ranging from 5.20% to 10.25% due in varying amounts through 2018 20,250 35,149 ------- ------- Total Mortgage Debt 259,820 298,640 Unsecured notes with semi-annual payments of interest at 7.25% (effective rate of 7.328%) due in 2002 50,000 - Unsecured notes with semi-annual payments of interest at 7.375% (effective rate of 7.519%) due in 2005 100,000 - Unsecured line of credit with monthly payments of interest at LIBOR + 2.00% due in 1998 45,000 - ------- ------- Total Indebtedness $454,820 $298,640 ------- ------- ------- -------
As of December 31, 1995, the $259.8 million of mortgage notes are collateralized by rental properties with a net carrying value of $440 million. As of December 31, 1994, the $298.6 million of mortgage notes were collateralized by rental properties with a net carrying value of $490 million and the Company's $60 million secured line of credit was collateralized by rental properties with a net carrying value of $122 million. On September 22, 1995, the Company issued $150 million of unsecured notes. Interest is payable semi-annually on March 22 and September 22, commencing on March 22, 1996. - 36 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements In 1994, the Company obtained a $60 million secured line of credit which was available to fund development costs and provide working capital. This secured line of credit was scheduled to mature on March 31, 1996. The interest rate was based on LIBOR plus 2% (an average effective rate of 6.45% for 1994). The maximum and average amounts outstanding during 1994 were $60.0 million and $18.0 million, respectively. The Company had no borrowings under the line at December 31, 1994. In April 1995, the Company replaced its secured line of credit with an unsecured line of credit in the aggregate amount of $100 million. The unsecured line of credit matures in April 1998. Borrowings under this line of credit required interest at one month LIBOR plus 2.00% which ranged from 7.7500% to 7.9375% as of December 31, 1995. The maximum and average amounts outstanding during 1995 under both lines of credit were $45.0 million and $2.2 million respectively, with an average effective rate of 7.89%. In January 1996, the Company increased its amount available under the unsecured line of credit to $150 million and reduced the borrowing rate to LIBOR plus 1.625%. The Company has an interest rate swap agreement on $35.2 million of the Company's outstanding mortgage debt to effectively fix the interest rate on the majority of its floating rate debt. Under the interest rate swap, the Company pays or receives the difference between a fixed rate of 4.38% and a floating rate of LIBOR plus .75% based on the notional principal amount of $35.2 million. The amount paid or received on the swap agreement is included in interest expense on a monthly basis. The swap matures along with the related mortgage loan in October 1996. The estimated fair value of the interest rate swap agreement at December 31, 1995 was $174,000. The fair value was estimated by discounting the expected cash flows to be received under the swap agreement using rates currently available for interest rate swaps of similar terms and maturities. The Company has a $6.2 million letter of credit which secures $6.2 million of mortgage notes. The letter of credit requires a 2% annual fee and matures in September 1999. The Company also has guaranteed fifty percent of an $8.1 million letter of credit obligation of one of its unconsolidated companies which matures in September 1997. At December 31, 1995, scheduled amortization and maturities of all indebtedness for the next five years and thereafter are as follows:
Year Amount ---- ------ (in thousands) 1996 $ 61,474 1997 2,156 1998 92,626 1999 2,625 2000 7,489 Thereafter 288,450 ------- $454,820 ------- -------
- 37 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Cash paid for interest in 1995, 1994, and 1993 was $22.1 million, $20.3 million, and $10.5 million, respectively. Total interest capitalized in 1995 and 1994 was $4.2 million and $1.7 million, respectively. No interest was capitalized in 1993. (6) LEASING ACTIVITY Future minimum rents due to the Company under non-cancelable operating leases at December 31, 1995 are scheduled as follows:
Year Amount ---- ------ (in thousands) 1996 $113,325 1997 111,573 1998 100,807 1999 88,059 2000 73,106 Thereafter 433,083 ------- $ 919,953 ------- -------
In addition to minimum rents, certain leases require reimbursements of specified operating expenses which amounted to $12.7 million, $10.0 million, and $3.6 million for the years ended December 31, 1995, 1994 and 1993, respectively. (7) EMPLOYEE BENEFIT PLANS In October 1993, the Company established a profit sharing and salary deferral plan. The Company matches the employees' contributions up to two percent of the employees' salary and may also make annual discretionary contributions to the plan. Total expense recognized by the Company was $245,000, $370,000 and $74,000 for 1995, 1994 and 1993, respectively. In October 1993, the Company also established a contributory health and welfare plan. The Company makes contributions to the plan throughout the year as necessary to fund claims not covered by employee contributions. Total expense recognized by the Company related to this plan was $882,000, $766,000 and $204,000 for 1995, 1994 and 1993, respectively. Included in total expense is an estimate based on historical experience of the effect of claims incurred but not reported as of year-end. - 38 - DUKE REALTY INVESTMENTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (8) STOCK OPTION PLAN In October 1993, the Company established a stock option plan under which 1,315,000 shares of common stock were reserved for the exercise of options which may be issued to the executive officers and certain key employees. The term of these options is ten years from the date of grant. The options vest 20% per year over a five-year period with initial vesting one year from the date of grant.
Number of Option shares subject price per to options share -------------- ------------------ Balance at January 1, 1993 - - Options granted 681,500 $23.75 Options forfeited - - Options exercised - - ------- ------------------ Balance at December 31, 1993 681,500 $23.75 Options granted - - Options forfeited - - Options exercised - - ------- ------------------ Balance at December 31, 1994 681,500 $23.75 Options granted 225,466 $25.875 to $30.625 Options forfeited ( 39,900) $23.75 to $25.875 Options exercised ( 1,000) $23.75 ------- ------------------ Balance at December 31, 1995 866,066 $ 23.75 to $30.625 ------- ------------------ ------- ------------------
- 39 -
DUKE REALTY LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31,1995 SCHEDULE III (IN THOUSANDS) BUILDING ENCUMBER- LOCATION / DEVELOPMENT BUILDING TYPE ANCES - ------------------------------ --------------------------- -------------- ------------ INDIANAPOLIS, INDIANA - --------------------- PARK 100 BUSINESS PARK BUILDING #32 RETAIL $ 512 PARK 100 BUSINESS PARK BUILDING #34 OFFICE 1,083 PARK 100 BUSINESS PARK BUILDING #38 INDUSTRIAL 0 PARK 100 BUSINESS PARK BUILDING #79 INDUSTRIAL 1,035 PARK 100 BUSINESS PARK BUILDING #80 INDUSTRIAL 1,339 PARK 100 BUSINESS PARK BUILDING #83 INDUSTRIAL 0 PARK 100 BUSINESS PARK BUILDING #84 INDUSTRIAL 0 PARK 100 BUSINESS PARK BUILDING #95 INDUSTRIAL 3,444 PARK 100 BUSINESS PARK BUILDING #96 INDUSTRIAL 6,488 PARK 100 BUSINESS PARK BUILDING #97 INDUSTRIAL 0 PARK 100 BUSINESS PARK BUILDING #98 INDUSTRIAL 0 PARK 100 BUSINESS PARK BUILDING #100 INDUSTRIAL 0 PARK 100 BUSINESS PARK BUILDING #107 INDUSTRIAL 1,560 PARK 100 BUSINESS PARK BUILDING #109 INDUSTRIAL 1,200 PARK 100 BUSINESS PARK BUILDING #116 OFFICE 2,016 PARK 100 BUSINESS PARK BUILDING #118 OFFICE 1,254 PARK 100 BUSINESS PARK BUILDING #119 OFFICE 0 PARK 100 BUSINESS PARK BUILDING #121 RETAIL 0 PARK 100 BUSINESS PARK BUILDING #122 INDUSTRIAL 0 PARK 100 BUSINESS PARK BUILDING #125 INDUSTRIAL 1,690 PARK 100 BUSINESS PARK BUILDING #126 INDUSTRIAL 0 PARK 100 BUSINESS PARK BUILDING #127 INDUSTRIAL 0 PARK 100 BUSINESS PARK NORGATE LAND LEASE INDUSTRIAL 0 PARK 100 BUSINESS PARK SCHAHET HOTELS LAND LEASE INDUSTRIAL 0 PARK 100 BUSINESS PARK KENNY ROGERS LAND LEASE INDUSTRIAL 0 PARK 100 BUSINESS PARK NORCO LAND LEASE INDUSTRIAL 0 PARK 100 BUSINESS PARK ZOLLMAN LAND LEASE INDUSTRIAL 0 SHADELAND STATION 7351 SHADELAND OFFICE 0 SHADELAND STATION BUILDING #204/205 INDUSTRIAL 1,832 SHADELAND STATION 7240 SHADELEND OFFICE (2) 2,706 SHADELAND STATION 7330 SHADELAND OFFICE 2,420 SHADELAND STATION 7369 SHADELAND OFFICE 0 SHADELAND STATION 7340 SHADELAND OFFICE 0 SHADELAND STATION 7400 SHADELAND OFFICE 0 CASTLETON CORNER CUB PLAZA RETAIL 3,304 CASTLETON SHOPPING CENTER MICHAEL'S PLAZA RETAIL 2,447 SOUTH PARK, INDIANA BUILDING #1 OFFICE 0 SOUTH PARK, INDIANA BUILDING #2 INDUSTRIAL 0 SOUTH PARK, INDIANA BUILDING #3 OFFICE 0 SOUTH PARK, INDIANA BRYLANE PARKING LOT LEASE OFFICE 0 SOUTH PARK, INDIANA LEE'S IN LAND LEASE INDUSTRIAL 0 GREENWOOD CORNER GREENWOOD CORNER RETAIL 2,176 GREENWOOD CORNER 1st INDIANA BANK BRANCH RETAIL 257 CARMEL MEDICAL I CARMEL MEDICAL I MEDICAL 1,948 ST. FRANCIS ST. FRANCIS MEDICAL 0 COMMUNITY MOB COMMUNITY MOB MEDICAL 0 CARMEL MEDICAL II CARMEL MEDICAL II MEDICAL 2,525 HILLSDALE TECHNECENTER BUILDING #4 INDUSTRIAL 2,482 HILLSDALE TECHNECENTER BUILDING #5 INDUSTRIAL 1,752 HILLSDALE TECHNECENTER BUILDING #6 INDUSTRIAL 2,111 KEYSTONE AT THE CROSSING 8465 KEYSTONE OFFICE 0 WOODFIELD AT THE CROSSING WOODFIELD II OFFICE 6,241 WOODFIELD AT THE CROSSING WOODFIELD III OFFICE 0 KEYSTONE AT THE CROSSING 3520 COMMERCE CRSG OFFICE 0 ONE PARKWOOD ONE PARKWOOD OFFICE 0 PALAMOR PALAMOR INDUSTRIAL 0 FRANKLIN ROAD BUSINESS CTR. FRANKLIN ROAD BUSINESS CTR. INDUSTRIAL 0 NAMPAC BUILDING NAMPAC BUILDING INDUSTRIAL 0 HAMILTON CROSSING BUILDING #1 OFFICE 0 KEYSTONE AT THE CROSSING F.C. TUCKER BUILDING OFFICE 0 PARK FLETCHER BUILDING #14 INDUSTRIAL 0 FORT WAYNE - ------------------------------ COLDWATER CROSSING COLDWATER SHOPPES RETAIL 11,703 NASHVILLE, TENNESSEE - ------------------------------ KEEBLER BUILDING KEEBLER BUILDING INDUSTRIAL 0 HAYWOOD OAKS TECHNECENTER BUILDING #2 INDUSTRIAL 1,055 HAYWOOD OAKS TECHNECENTER BUILDING #3 INDUSTRIAL 1,003 HAYWOOD OAKS TECHNECENTER BUILDING #4 INDUSTRIAL 1,151 HAYWOOD OAKS TECHNECENTER BUILDING #5 INDUSTRIAL 1,742 HAYWOOD OAKS TECHNECENTER BUILDING #6 INDUSTRIAL 0 HAYWOOD OAKS TECHNECENTER BUILDING #7 INDUSTRIAL 0 GREENBRIAR BUSINESS PARK GREENBRIAR INDUSTRIAL 0 HEBRON, KENTUCKY - ------------------------------ SOUTHPARK, KENTUCKY CR SERVICES INDUSTRIAL 3,277 SOUTHPARK, KENTUCKY BUILDING #1 INDUSTRIAL 0 SOUTHPARK, KENTUCKY BUILDING #3 INDUSTRIAL 0 SOUTHPARK, KENTUCKY REDKEN INDUSTRIAL 2,471 CINCINNATI, OHIO - ------------------------------ PARK 50 TECHNECENTER BUILDING #17 OFFICE 3,602 PARK 50 TECHNECENTER BUILDING #20 INDUSTRIAL 4,336 PARK 50 TECHNECENTER BUILDING #24 RETAIL 0 PARK 50 TECHNECENTER BUILDING #25 INDUSTRIAL 0 PARK 50 TECHNECENTER SDRC BUILDING OFFICE 13,640 FIDELITY DRIVE DUN & BRADSTREET OFFICE 1,836 WORLD PARK BUILDING #5 INDUSTRIAL 2,217 WORLD PARK BUILDING #6 INDUSTRIAL 2,459 WORLD PARK BUILDING #7 INDUSTRIAL 2,854 WORLD PARK BUILDING #8 INDUSTRIAL 2,842 WORLD PARK BUILDING #9 INDUSTRIAL 1,613 WORLD PARK BUILDING #11 INDUSTRIAL 2,563 WORLD PARK BUILDING #14 INDUSTRIAL 1,937 WORLD PARK BUILDING #15 INDUSTRIAL 0 WORLD PARK BUILDING #16 INDUSTRIAL 1,621 EASTGATE PLAZA EASTGATE PLAZA RETAIL 0 FAIRFIELD BUSINESS CENTER BUILDING D OFFICE 0 FAIRFIELD BUSINESS CENTER BUILDING E OFFICE 0 UNIVERSITY MOVING UNIVERSITY MOVING INDUSTRIAL 0 TRI-COUNTY OFFICE PARK BUILDINGS #1 - #4 OFFICE (3) 0 GOVERNOR'S PLAZA GOVERNOR'S PLAZA RETAIL 7,173 GOVERNOR'S PLAZA KING'S MALL II RETAIL 3,816 GOVERNOR'S PLAZA KOHLS RETAIL 0 SOFA EXPRESS SOFA EXPRESS RETAIL 0 OFFICE MAX OFFICE MAX RETAIL 0 312 ELM BUILDING 312 ELM OFFICE 34,990 311 ELM STREET ZUSSMAN OFFICE 0 ENTERPRISE BUSINESS PARK BUILDING 1 INDUSTRIAL 4,310 ENTERPRISE BUSINESS PARK BUILDING 2 INDUSTRIAL 3,118 ENTERPRISE BUSINESS PARK BUILDING A INDUSTRIAL 514 ENTERPRISE BUSINESS PARK BUILDING B INDUSTRIAL 790 ENTERPRISE BUSINESS PARK BUILDING D INDUSTRIAL 1,322 312 PLUM STREET S & L DATA OFFICE 0 TRIANGLE OFFICE PARK BUILDINGS #1 - #38 OFFICE 6,155 GOVERNOR'S HILL 8790 GOVERNOR'S HILL OFFICE 0 GOVERNOR'S HILL 8700 GOVERNOR'S HILL OFFICE 0 GOVERNOR'S HILL 8800 GOVERNOR'S HILL OFFICE 1,736 GOVERNOR'S HILL 8600 GOVERNOR'S HILL OFFICE 15,619 GOVERNOR'S POINTE 4770 GOVERNOR'S POINTE OFFICE 4,839 GOVERNOR'S POINTE 4700 BUILDING INDUSTRIAL 3,647 GOVERNOR'S POINTE 4900 BUILDING INDUSTRIAL 3,018 GOVERNOR'S POINTE 4705 GOVERNOR'S POINTE OFFICE 0 GOVERNOR'S POINTE 4800 GOVERNOR'S POINTE OFFICE 0 GOVERNOR'S POINTE 4605 GOVERNOR'S POINTE OFFICE 11,080 MONTGOMERY CROSSING STEINBERG'S RETAIL 719 MONTGOMERY CROSSING II SPORTS UNLIMITED RETAIL 2,844 GOVERNOR'S PLAZA KING'S AUTO MALL I RETAIL 3,383 SUGARCREEK PLAZA SUGARCREEK PLAZA RETAIL 4,132 COLUMBUS - ------------------------------ CORP. PARK AT TUTTLE CRSG LITEL OFFICE 0 CORP. PARK AT TUTTLE CRSG STERLING 1 OFFICE 0 CORP. PARK AT TUTTLE CRSG INDIANA INSURANCE OFFICE 0 CORP. PARK AT TUTTLE CRSG STERLING 2 OFFICE 0 CORP. PARK AT TUTTLE CRSG JOHN ALDEN LIFE INSURANCE OFFICE 0 CORP. PARK AT TUTTLE CRSG CARDINAL HEALTH OFFICE 0 SOUTH POINTE BUILDING A INDUSTRIAL 0 PET FOODS BUILD-TO-SUIT PET FOODS DISTRIBUTION INDUSTRIAL 0 GALYAN'S GALYAN'S RETAIL 3,234 BEST BUY BEST BUY RETAIL 0 MBM BUILDING MBM BUILDING INDUSTRIAL 0 V.A. HOSPITAL V.A. HOSPITAL MEDICAL 6,340 CORP. PARK AT TUTTLE CRSG XEROX OFFICE 4,500 LIVONIA, MICHIGAN - ------------------------------ LIVONIA BUILDING A OFFICE 0 LIVONIA BUILDING B OFFICE 0 DECATUR, ILLINOIS - ------------------------------ PARK 101 BUILDING #3 INDUSTRIAL 1,964 PARK 101 BUILDING #8 INDUSTRIAL 1,057 PARK 101 ILL POWER LAND LEASE INDUSTRIAL 0 BLOOMINGTON, ILLINOIS - ------------------------------ LAKEWOOD PLAZA LAKEWOOD PLAZA RETAIL 5,308 CHAMPAIGN, ILLINOIS - ------------------------------ MARKET VIEW SHOPPING CTR MARKET VIEW CENTER RETAIL 4,263 ELLISVILLE, MISSOURI - ------------------------------ ELLISVILLE PLAZA ELLISVILLE PLAZA RETAIL 2,204 ST. LOUIS, MISSOURI - ------------------------------ LAUMEIER I LAUMEIER I OFFICE 0 LAUMEIER II LAUMEIER II OFFICE 0 WESTVIEW PLACE WESTVIEW PLACE OFFICE 0 WESTMARK WESTMARK OFFICE 0 VARIOUS LOCATIONS - ------------------------------ LAND IMP. - UNDEVELOPED LAND N/A N/A 0 ELIMINATIONS --------------- TOTALS $ 259,820 --------------- --------------- INITIAL COST TO COMPANY COSTS (1) ------------------------- CAPITALIZED BUILDINGS/ SUBSEQUENT TO LOCATION/DEVELOPMENT BUILDING LAND IMPROVEMENTS ACQUISITION - ------------------------------ --------------------------- -------- ------------ --------------- INDIANAPOLIS, INDIANA - ------------------------------ PARK 100 BUSINESS PARK BUILDING #32 64 740 45 PARK 100 BUSINESS PARK BUILDING #34 131 1,455 208 PARK 100 BUSINESS PARK BUILDING #38 25 241 25 PARK 100 BUSINESS PARK BUILDING #79 184 1,764 207 PARK 100 BUSINESS PARK BUILDING #80 251 2,412 125 PARK 100 BUSINESS PARK BUILDING #83 247 2,572 88 PARK 100 BUSINESS PARK BUILDING #84 347 2,604 63 PARK 100 BUSINESS PARK BUILDING #95 642 4,756 8 PARK 100 BUSINESS PARK BUILDING #96 1,414 8,734 37 PARK 100 BUSINESS PARK BUILDING #97 676 4,294 1,029 PARK 100 BUSINESS PARK BUILDING #98 473 6,022 1,169 PARK 100 BUSINESS PARK BUILDING #100 103 2,179 526 PARK 100 BUSINESS PARK BUILDING #107 99 1,575 89 PARK 100 BUSINESS PARK BUILDING #109 240 1,865 (119) PARK 100 BUSINESS PARK BUILDING #116 341 3,144 (147) PARK 100 BUSINESS PARK BUILDING #118 226 2,229 154 PARK 100 BUSINESS PARK BUILDING #119 388 3,386 161 PARK 100 BUSINESS PARK BUILDING #121 592 960 53 PARK 100 BUSINESS PARK BUILDING #122 284 3,359 173 PARK 100 BUSINESS PARK BUILDING #125 358 2,291 5 PARK 100 BUSINESS PARK BUILDING #126 165 1,362 80 PARK 100 BUSINESS PARK BUILDING #127 96 1,726 379 PARK 100 BUSINESS PARK NORGATE LAND LEASE 51 0 0 PARK 100 BUSINESS PARK SCHAHET HOTELS LAND LEASE 131 0 0 PARK 100 BUSINESS PARK KENNY ROGERS LAND LEASE 56 0 9 PARK 100 BUSINESS PARK NORCO LAND LEASE 0 38 0 PARK 100 BUSINESS PARK ZOLLMAN LAND LEASE 115 0 (0) SHADELAND STATION 7351 SHADELAND 101 1,359 91 SHADELAND STATION BUILDING #204/205 260 2,595 179 SHADELAND STATION 7240 SHADELEND 152 3,113 776 SHADELAND STATION 7330 SHADELAND 255 4,045 (293) SHADELAND STATION 7369 SHADELAND 100 1,129 37 SHADELAND STATION 7340 SHADELAND 165 2,458 68 SHADELAND STATION 7400 SHADELAND 570 2,959 252 CASTLETON CORNER CUB PLAZA 540 4,850 80 CASTLETON SHOPPING CENTER MICHAEL'S PLAZA 749 3,400 175 SOUTH PARK, INDIANA BUILDING #1 287 2,328 271 SOUTH PARK, INDIANA BUILDING #2 334 3,081 262 SOUTH PARK, INDIANA BUILDING #3 208 2,150 333 SOUTH PARK, INDIANA BRYLANE PARKING LOT LEASE 0 54 3 SOUTH PARK, INDIANA LEE'S IN LAND LEASE 0 5 0 GREENWOOD CORNER GREENWOOD CORNER 390 3,435 (223) GREENWOOD CORNER 1st INDIANA BANK BRANCH 46 245 7 CARMEL MEDICAL I CARMEL MEDICAL I 0 3,710 (485) ST. FRANCIS ST. FRANCIS 0 5,839 0 COMMUNITY MOB COMMUNITY MOB 350 1,925 521 CARMEL MEDICAL II CARMEL MEDICAL II 0 4,000 181 HILLSDALE TECHNECENTER BUILDING #4 366 4,711 88 HILLSDALE TECHNECENTER BUILDING #5 251 3,235 161 HILLSDALE TECHNECENTER BUILDING #6 315 4,054 25 KEYSTONE AT THE CROSSING 8465 KEYSTONE 89 1,302 11 WOODFIELD AT THE CROSSING WOODFIELD II 719 9,106 508 WOODFIELD AT THE CROSSING WOODFIELD III 3,767 19,817 1,245 KEYSTONE AT THE CROSSING 3520 COMMERCE CRSG 19 560 23 ONE PARKWOOD ONE PARKWOOD 1,018 9,578 0 PALAMOR PALAMOR 158 1,148 303 FRANKLIN ROAD BUSINESS CTR. FRANKLIN ROAD BUSINESS CTR. 594 3,986 945 NAMPAC BUILDING NAMPAC BUILDING 274 1,622 0 HAMILTON CROSSING BUILDING #1 526 2,424 189 KEYSTONE AT THE CROSSING F.C. TUCKER BUILDING 0 264 5 PARK FLETCHER BUILDING #14 76 722 0 FORT WAYNE - ------------------------------ COLDWATER CROSSING COLDWATER SHOPPES 2,310 15,827 236 NASHVILLE, TENNESSEE - ------------------------------ KEEBLER BUILDING KEEBLER BUILDING 307 1,183 0 HAYWOOD OAKS TECHNECENTER BUILDING #2 395 1,767 34 HAYWOOD OAKS TECHNECENTER BUILDING #3 346 1,575 168 HAYWOOD OAKS TECHNECENTER BUILDING #4 435 1,948 12 HAYWOOD OAKS TECHNECENTER BUILDING #5 629 2,816 180 HAYWOOD OAKS TECHNECENTER BUILDING #6 924 5,730 229 HAYWOOD OAKS TECHNECENTER BUILDING #7 456 1,642 183 GREENBRIAR BUSINESS PARK GREENBRIAR 1,445 4,490 209 HEBRON, KENTUCKY - ------------------------------ SOUTHPARK, KENTUCKY CR SERVICES 1,085 4,060 0 SOUTHPARK, KENTUCKY BUILDING #1 682 3,725 94 SOUTHPARK, KENTUCKY BUILDING #3 841 3,382 98 SOUTHPARK, KENTUCKY REDKEN 779 3,095 5 CINCINNATI, OHIO - ------------------------------ PARK 50 TECHNECENTER BUILDING #17 500 6,200 (737) PARK 50 TECHNECENTER BUILDING #20 461 7,450 (732) PARK 50 TECHNECENTER BUILDING #24 151 809 84 PARK 50 TECHNECENTER BUILDING #25 1,161 3,758 126 PARK 50 TECHNECENTER SDRC BUILDING 911 19,004 391 FIDELITY DRIVE DUN & BRADSTREET 270 2,510 260 WORLD PARK BUILDING #5 270 3,260 141 WORLD PARK BUILDING #6 378 4,488 (795) WORLD PARK BUILDING #7 525 4,150 50 WORLD PARK BUILDING #8 561 5,309 45 WORLD PARK BUILDING #9 317 2,993 47 WORLD PARK BUILDING #11 460 4,701 174 WORLD PARK BUILDING #14 380 3,592 59 WORLD PARK BUILDING #15 373 2,274 211 WORLD PARK BUILDING #16 321 3,033 20 EASTGATE PLAZA EASTGATE PLAZA 2,030 4,079 18 FAIRFIELD BUSINESS CENTER BUILDING D 135 1,639 0 FAIRFIELD BUSINESS CENTER BUILDING E 398 2,461 0 UNIVERSITY MOVING UNIVERSITY MOVING 248 1,612 0 TRI-COUNTY OFFICE PARK BUILDINGS #1 - #4 217 5,211 484 GOVERNOR'S PLAZA GOVERNOR'S PLAZA 2,012 8,452 215 GOVERNOR'S PLAZA KING'S MALL II 1,928 3,636 117 GOVERNOR'S PLAZA KOHLS 1,345 3,575 6 SOFA EXPRESS SOFA EXPRESS 145 771 19 OFFICE MAX OFFICE MAX 651 1,223 2 312 ELM BUILDING 312 ELM 4,750 43,823 3,520 311 ELM STREET ZUSSMAN 339 6,226 146 ENTERPRISE BUSINESS PARK BUILDING 1 1,030 5,482 254 ENTERPRISE BUSINESS PARK BUILDING 2 733 3,443 719 ENTERPRISE BUSINESS PARK BUILDING A 119 685 0 ENTERPRISE BUSINESS PARK BUILDING B 119 1,117 0 ENTERPRISE BUSINESS PARK BUILDING D 243 1,802 24 312 PLUM STREET S & L DATA 2,539 24,312 1,023 TRIANGLE OFFICE PARK BUILDINGS #1 - #38 1,000 10,440 1,281 GOVERNOR'S HILL 8790 GOVERNOR'S HILL 400 4,581 216 GOVERNOR'S HILL 8700 GOVERNOR'S HILL 459 5,705 151 GOVERNOR'S HILL 8800 GOVERNOR'S HILL 225 2,305 344 GOVERNOR'S HILL 8600 GOVERNOR'S HILL 1,220 17,689 863 GOVERNOR'S POINTE 4770 GOVERNOR'S POINTE 586 7,609 (183) GOVERNOR'S POINTE 4700 BUILDING 584 5,465 (10) GOVERNOR'S POINTE 4900 BUILDING 654 4,017 326 GOVERNOR'S POINTE 4705 GOVERNOR'S POINTE 719 6,910 1,207 GOVERNOR'S POINTE 4800 GOVERNOR'S POINTE 978 4,742 554 GOVERNOR'S POINTE 4605 GOVERNOR'S POINTE 630 16,236 527 MONTGOMERY CROSSING STEINBERG'S 260 852 79 MONTGOMERY CROSSING II SPORTS UNLIMITED 778 3,687 0 GOVERNOR'S PLAZA KING'S AUTO MALL I 1,085 3,859 657 SUGARCREEK PLAZA SUGARCREEK PLAZA 898 6,492 (549) COLUMBUS - ------------------------------ CORP. PARK AT TUTTLE CRSG LITEL 2,618 17,428 442 CORP. PARK AT TUTTLE CRSG STERLING 1 1,494 11,856 284 CORP. PARK AT TUTTLE CRSG INDIANA INSURANCE 717 2,081 746 CORP. PARK AT TUTTLE CRSG STERLING 2 605 5,300 9 CORP. PARK AT TUTTLE CRSG JOHN ALDEN LIFE INSURANCE 1,066 6,856 13 CORP. PARK AT TUTTLE CRSG CARDINAL HEALTH 1,600 9,556 0 SOUTH POINTE BUILDING A 594 4,355 442 PET FOODS BUILD-TO-SUIT PET FOODS DISTRIBUTION 268 4,932 929 GALYAN'S GALYAN'S 1,925 3,146 6 BEST BUY BEST BUY 1,570 2,538 437 MBM BUILDING MBM BUILDING 170 1,916 5 V.A. HOSPITAL V.A. HOSPITAL 703 9,239 11 CORP. PARK AT TUTTLE CRSG XEROX 1,580 8,630 25 LIVONIA, MICHIGAN - ------------------------------ LIVONIA 0 9,474 612 LIVONIA BUILDING A 0 11,930 554 BUILDING B DECATUR, ILLINOIS - ------------------------------ PARK 101 BUILDING #3 275 2,405 572 PARK 101 BUILDING #8 80 1,660 9 PARK 101 ILL POWER LAND LEASE 212 0 0 BLOOMINGTON, ILLINOIS - ------------------------------ LAKEWOOD PLAZA LAKEWOOD PLAZA 766 7,199 824 CHAMPAIGN, ILLINOIS - ------------------------------ MARKET VIEW SHOPPING CTR MARKET VIEW CENTER 740 6,830 (512) ELLISVILLE, MISSOURI - ------------------------------ ELLISVILLE PLAZA ELLISVILLE PLAZA 802 3,143 (295) ST. LOUIS, MISSOURI - ------------------------------ LAUMEIER I LAUMEIER I 1,220 9,091 0 LAUMEIER II LAUMEIER II 1,258 9,054 315 WESTVIEW PLACE WESTVIEW PLACE 673 8,389 4 WESTMARK WESTMARK 1,200 9,759 0 VARIOUS LOCATIONS - ------------------------------ LAND IMP. - UNDEVELOPED LAND N/A 0 0 0 ELIMINATIONS -------- ------------ --------------- TOTALS 89,643 686,595 28,340 -------- ------------ --------------- -------- ------------ --------------- GROSS BOOK VALUE AT DECEMBER 31, 1995 --------------------------------------- LAND & BUILDINGS/ LOCATION/DEVELOPMENT BUILDING IMPROVEMENTS IMPROVEMENTS TOTAL - ------------------------------ --------------------- ------------ ------------ -------- INDIANAPOLIS, INDIANA - ------------------------------ PARK 100 BUSINESS PARK BUILDING #32 65 784 849 PARK 100 BUSINESS PARK BUILDING #34 133 1,661 1,794 PARK 100 BUSINESS PARK BUILDING #38 26 265 291 PARK 100 BUSINESS PARK BUILDING #79 187 1,968 2,155 PARK 100 BUSINESS PARK BUILDING #80 256 2,532 2,788 PARK 100 BUSINESS PARK BUILDING #83 252 2,655 2,907 PARK 100 BUSINESS PARK BUILDING #84 354 2,660 3,014 PARK 100 BUSINESS PARK BUILDING #95 642 4,764 5,406 PARK 100 BUSINESS PARK BUILDING #96 1,436 8,750 10,186 PARK 100 BUSINESS PARK BUILDING #97 676 5,323 5,999 PARK 100 BUSINESS PARK BUILDING #98 273 7,390 7,664 PARK 100 BUSINESS PARK BUILDING #100 103 2,706 2,809 PARK 100 BUSINESS PARK BUILDING #107 99 1,663 1,762 PARK 100 BUSINESS PARK BUILDING #109 246 1,740 1,986 PARK 100 BUSINESS PARK BUILDING #116 348 2,990 3,338 PARK 100 BUSINESS PARK BUILDING #118 230 2,379 2,609 PARK 100 BUSINESS PARK BUILDING #119 395 3,539 3,935 PARK 100 BUSINESS PARK BUILDING #121 604 1,001 1,605 PARK 100 BUSINESS PARK BUILDING #122 290 3,526 3,816 PARK 100 BUSINESS PARK BUILDING #125 358 2,295 2,654 PARK 100 BUSINESS PARK BUILDING #126 165 1,443 1,608 PARK 100 BUSINESS PARK BUILDING #127 96 2,105 2,201 PARK 100 BUSINESS PARK NORGATE LAND LEASE 51 0 51 PARK 100 BUSINESS PARK SCHAHET HOTELS LAND LEASE 131 0 131 PARK 100 BUSINESS PARK KENNY ROGERS LAND LEASE 56 9 65 PARK 100 BUSINESS PARK NORCO LAND LEASE 0 38 38 PARK 100 BUSINESS PARK ZOLLMAN LAND LEASE 115 0 115 SHADELAND STATION 7351 SHADELAND 103 1,449 1,551 SHADELAND STATION BUILDING #204/205 266 2,768 3,034 SHADELAND STATION 7240 SHADELEND 152 3,889 4,041 SHADELAND STATION 7330 SHADELAND 260 3,746 4,007 SHADELAND STATION 7369 SHADELAND 102 1,164 1,266 SHADELAND STATION 7340 SHADELAND 169 2,523 2,691 SHADELAND STATION 7400 SHADELAND 581 3,199 3,781 CASTLETON CORNER CUB PLAZA 550 4,920 5,470 CASTLETON SHOPPING CENTER MICHAEL'S PLAZA 764 3,561 4,324 SOUTH PARK, INDIANA BUILDING #1 292 2,594 2,886 SOUTH PARK, INDIANA BUILDING #2 341 3,336 3,677 SOUTH PARK, INDIANA BUILDING #3 212 2,479 2,691 SOUTH PARK, INDIANA BRYLANE PARKING LOT LEASE 0 57 57 SOUTH PARK, INDIANA LEE'S IN LAND LEASE 0 5 5 GREENWOOD CORNER GREENWOOD CORNER 400 3,202 3,602 GREENWOOD CORNER 1st INDIANA BANK BRANCH 47 251 298 CARMEL MEDICAL I CARMEL MEDICAL I 0 3,225 3,225 ST. FRANCIS ST. FRANCIS 0 5,839 5,839 COMMUNITY MOB COMMUNITY MOB 350 2,446 2,796 CARMEL MEDICAL II CARMEL MEDICAL II 0 4,181 4,181 HILLSDALE TECHNECENTER BUILDING #4 366 4,800 5,165 HILLSDALE TECHNECENTER BUILDING #5 251 3,396 3,647 HILLSDALE TECHNECENTER BUILDING #6 315 4,080 4,394 KEYSTONE AT THE CROSSING 8465 KEYSTONE 89 1,313 1,402 WOODFIELD AT THE CROSSING WOODFIELD II 733 9,600 10,333 WOODFIELD AT THE CROSSING WOODFIELD III 3,843 20,987 24,829 KEYSTONE AT THE CROSSING 3520 COMMERCE CRSG 0 602 602 ONE PARKWOOD ONE PARKWOOD 1,018 9,578 10,596 PALAMOR PALAMOR 158 1,450 1,608 FRANKLIN ROAD BUSINESS CTR. FRANKLIN ROAD BUSINESS CTR. 594 4,931 5,525 NAMPAC BUILDING NAMPAC BUILDING 274 1,622 1,896 HAMILTON CROSSING BUILDING #1 536 2,603 3,139 KEYSTONE AT THE CROSSING F.C. TUCKER BUILDING 0 269 269 PARK FLETCHER BUILDING #14 76 722 798 FORT WAYNE - ------------------------------ COLDWATER CROSSING COLDWATER SHOPPES 2,310 16,063 18,373 NASHVILLE, TENNESSEE - ------------------------------ KEEBLER BUILDING KEEBLER BUILDING 307 1,183 1,490 HAYWOOD OAKS TECHNECENTER BUILDING #2 395 1,801 2,196 HAYWOOD OAKS TECHNECENTER BUILDING #3 346 1,742 2,089 HAYWOOD OAKS TECHNECENTER BUILDING #4 435 1,960 2,395 HAYWOOD OAKS TECHNECENTER BUILDING #5 629 2,996 3,625 HAYWOOD OAKS TECHNECENTER BUILDING #6 946 5,938 6,883 HAYWOOD OAKS TECHNECENTER BUILDING #7 456 1,826 2,282 GREENBRIAR BUSINESS PARK GREENBRIAR 1,445 4,699 6,145 HEBRON, KENTUCKY - ------------------------------ SOUTHPARK, KENTUCKY CR SERVICES 1,085 4,060 5,145 SOUTHPARK, KENTUCKY BUILDING #1 696 3,805 4,501 SOUTHPARK, KENTUCKY BUILDING #2 858 3,463 4,321 SOUTHPARK, KENTUCKY REDKEN 779 3,100 3,879 CINCINNATI, OHIO - ------------------------------ PARK 50 TECHNECENTER BUILDING #17 510 5,453 5,963 PARK 50 TECHNECENTER BUILDING #20 469 6,710 7,179 PARK 50 TECHNECENTER BUILDING #24 154 890 1,044 PARK 50 TECHNECENTER BUILDING #25 1,184 3,861 5,045 PARK 50 TECHNECENTER SDRC BUILDING 929 19,377 20,306 FIDELITY DRIVE DUN & BRADSTREET 277 2,763 3,040 WORLD PARK BUILDING #5 276 3,395 3,671 WORLD PARK BUILDING #6 385 3,686 4,071 WORLD PARK BUILDING #7 537 4,188 4,725 WORLD PARK BUILDING #8 561 5,354 5,915 WORLD PARK BUILDING #9 317 3,041 3,357 WORLD PARK BUILDING #11 460 4,875 5,335 WORLD PARK BUILDING #14 380 3,651 4,031 WORLD PARK BUILDING #15 381 2,477 2,858 WORLD PARK BUILDING #16 321 3,053 3,374 EASTGATE PLAZA EASTGATE PLAZA 2,030 4,097 6,127 FAIRFIELD BUSINESS CENTER BUILDING D 135 1,639 1,774 FAIRFIELD BUSINESS CENTER BUILDING E 398 2,461 2,859 UNIVERSITY MOVING UNIVERSITY MOVING 248 1,612 1,860 TRI-COUNTY OFFICE PARK BUILDINGS #1 - #4 221 5,691 5,912 GOVERNOR'S PLAZA GOVERNOR'S PLAZA 2,053 8,627 10,679 GOVERNOR'S PLAZA KING'S MALL II 1,952 3,729 5,681 GOVERNOR'S PLAZA KOHLS 1,345 3,582 4,927 SOFA EXPRESS SOFA EXPRESS 145 789 935 OFFICE MAX OFFICE MAX 651 1,226 1,877 312 ELM BUILDING 312 ELM 5,428 46,664 52,093 311 ELM STREET ZUSSMAN 0 6,711 6,711 ENTERPRISE BUSINESS PARK BUILDING 1 1,051 5,715 6,766 ENTERPRISE BUSINESS PARK BUILDING 2 747 4,148 4,895 ENTERPRISE BUSINESS PARK BUILDING A 119 685 804 ENTERPRISE BUSINESS PARK BUILDING B 119 1,117 1,236 ENTERPRISE BUSINESS PARK BUILDING D 243 1,827 2,070 312 PLUM STREET S & L DATA 2,590 25,285 27,874 TRIANGLE OFFICE PARK BUILDINGS #1 - #38 1,018 11,703 12,721 GOVERNOR'S HILL 8790 GOVERNOR'S HILL 408 4,789 5,197 GOVERNOR'S HILL 8700 GOVERNOR'S HILL 468 5,847 6,315 GOVERNOR'S HILL 8800 GOVERNOR'S HILL 231 2,642 2,874 GOVERNOR'S HILL 8600 GOVERNOR'S HILL 1,245 18,527 19,772 GOVERNOR'S POINTE 4770 GOVERNOR'S POINTE 596 7,416 8,012 GOVERNOR'S POINTE 4700 BUILDING 595 5,444 6,039 GOVERNOR'S POINTE 4900 BUILDING 673 4,324 4,997 GOVERNOR'S POINTE 4705 GOVERNOR'S POINTE 733 8,103 8,836 GOVERNOR'S POINTE 4800 GOVERNOR'S POINTE 998 5,276 6,274 GOVERNOR'S POINTE 4605 GOVERNOR'S POINTE 643 16,750 17,393 MONTGOMERY CROSSING STEINBERG'S 260 931 1,191 MONTGOMERY CROSSING II SPORTS UNLIMITED 778 3,687 4,465 GOVERNOR'S PLAZA KING'S AUTO MALL I 1,124 4,477 5,601 SUGARCREEK PLAZA SUGARCREEK PLAZA 922 5,919 6,841 COLUMBUS - ------------------------------ CORP. PARK AT TUTTLE CRSG LITEL 2,670 17,818 20,488 CORP. PARK AT TUTTLE CRSG STERLING 1 1,524 12,110 13,634 CORP. PARK AT TUTTLE CRSG INDIANA INSURANCE 717 2,827 3,544 CORP. PARK AT TUTTLE CRSG STERLING 2 605 5,309 5,914 CORP. PARK AT TUTTLE CRSG JOHN ALDEN LIFE INSURANCE 1,066 6,869 7,935 CORP. PARK AT TUTTLE CRSG CARDINAL HEALTH 1,600 9,556 11,156 SOUTH POINTE BUILDING A 594 4,797 5,391 PET FOODS BUILD-TO-SUIT PET FOODS DISTRIBUTION 1,031 5,098 6,130 GALYAN'S GALYAN'S 1,925 3,152 5,077 BEST BUY BEST BUY 1,570 2,974 4,544 MBM BUILDING MBM BUILDING 170 1,921 2,091 V.A. HOSPITAL V.A. HOSPITAL 703 9,250 9,953 CORP. PARK AT TUTTLE CRSG XEROX 1,580 8,655 10,235 LIVONIA, MICHIGAN - ------------------------------ LIVONIA BUILDING A 0 10,086 10,086 LIVONIA BUILDING B 0 12,484 12,484 DECATUR, ILLINOIS - ------------------------------ PARK 101 BUILDING #3 280 2,972 3,252 PARK 101 BUILDING #8 184 1,566 1,749 PARK 101 ILL POWER AND LEASE 212 0 212 BLOOMINGTON, ILLINOIS - ------------------------------ LAKEWOOD PLAZA LAKEWOOD PLAZA 786 8,003 8,789 CHAMPAIGN, ILLINOIS - ------------------------------ MARKET VIEW SHOPPING CTR MARKET VIEW CENTER 755 6,303 7,058 ELLISVILLE, MISSOURI - ------------------------------ ELLISVILLE PLAZA ELLISVILLE PLAZA 802 2,848 3,650 ST. LOUIS, MISSOURI - ------------------------------ LAUMEIER I LAUMEIER I 1,220 9,091 10,311 LAUMEIER II LAUMEIER II 1,258 9,368 10,626 WESTVIEW PLACE WESTVIEW PLACE 673 8,393 9,066 WESTMARK WESTMARK 1,200 9,759 10,959 VARIOUS LOCATIONS - ------------------------------ LAND IMP. - UNDEVELOPED LAND N/A 0 0 0 ELIMINATIONS 0 (414) (414) ------------ ------------ -------- TOTALS 91,550 712,614 804,164 ------------ ------------ -------- ------------ ------------ -------- ACCUMULATED DATE OF DATE DEPRECIABLE LOCATION/DEVELOPMENT BUILDING DEPRECIATION CONSTRUCTION ACQUIRED LIFE - ------------------------------ --------------------- ------------- ------------ -------- ----------- INDIANAPOLIS, INDIANA - ------------------------------ PARK 100 BUSINESS PARK BUILDING #32 194 1978 1986 (6) PARK 100 BUSINESS PARK BUILDING #34 439 1979 1986 (6) PARK 100 BUSINESS PARK BUILDING #38 15 1978 1993 (6) PARK 100 BUSINESS PARK BUILDING #79 137 1988 1993 (6) PARK 100 BUSINESS PARK BUILDING #80 173 1988 1993 (6) PARK 100 BUSINESS PARK BUILDING #83 166 1989 1993 (6) PARK 100 BUSINESS PARK BUILDING #84 150 1989 1993 (6) PARK 100 BUSINESS PARK BUILDING #95 238 1993 1994 (6) PARK 100 BUSINESS PARK BUILDING #96 219 1994 1994 (6) PARK 100 BUSINESS PARK BUILDING #97 304 1994 1994 (6) PARK 100 BUSINESS PARK BUILDING #98 381 1968 1994 (6) PARK 100 BUSINESS PARK BUILDING #100 41 1995 1995 (6) PARK 100 BUSINESS PARK BUILDING #107 48 1984 1995 (6) PARK 100 BUSINESS PARK BUILDING #109 482 1985 1986 (6) PARK 100 BUSINESS PARK BUILDING #116 551 1988 1988 (6) PARK 100 BUSINESS PARK BUILDING #118 166 1988 1993 (6) PARK 100 BUSINESS PARK BUILDING #119 227 1989 1993 (6) PARK 100 BUSINESS PARK BUILDING #121 56 1989 1993 (6) PARK 100 BUSINESS PARK BUILDING #122 233 1990 1993 (6) PARK 100 BUSINESS PARK BUILDING #125 96 1994 1994 (6) PARK 100 BUSINESS PARK BUILDING #126 67 1984 1994 (6) PARK 100 BUSINESS PARK BUILDING #127 50 1995 1995 (6) PARK 100 BUSINESS PARK NORGATE LAND LEASE 0 N/A 1995 (6) PARK 100 BUSINESS PARK SCHAHET HOTELS LAND LEASE 0 N/A 1995 (6) PARK 100 BUSINESS PARK KENNY ROGERS LAND LEASE 0 N/A 1995 (6) PARK 100 BUSINESS PARK NORCO LAND LEASE 31 N/A 1995 (6) PARK 100 BUSINESS PARK ZOLLMAN LAND LEASE 0 N/A 1994 (6) SHADELAND STATION 7351 SHADELAND 92 1983 1993 (6) SHADELAND STATION BUILDING #204/205 694 1984 1986 (6) SHADELAND STATION 7240 SHADELEND 938 1985 1993 (6) SHADELAND STATION 7330 SHADELAND 658 1988 1988 (6) SHADELAND STATION 7369 SHADELAND 67 1989 1993 (6) SHADELAND STATION 7340 SHADELAND 145 1989 1993 (6) SHADELAND STATION 7400 SHADELAND 223 1990 1993 (6) CASTLETON CORNER CUB PLAZA 1,224 1986 1986 (6) CASTLETON SHOPPING CENTER MICHAEL'S PLAZA 222 1984 1993 (6) SOUTH PARK, INDIANA BUILDING #1 238 1989 1993 (6) SOUTH PARK, INDIANA BUILDING #2 217 1990 1993 (6) SOUTH PARK, INDIANA BUILDING #3 233 1990 1993 (6) SOUTH PARK, INDIANA BRYLANE PARKING LOT LEASE 8 N/A 1994 (6) SOUTH PARK, INDIANA LEE'S IN LAND LEASE 0 N/A N/A (6) GREENWOOD CORNER GREENWOOD CORNER 790 1986 1986 (6) GREENWOOD CORNER 1st INDIANA BANK BRANCH 14 1988 1993 (6) CARMEL MEDICAL I CARMEL MEDICAL I 838 1985 1986 (6) ST. FRANCIS ST. FRANCIS 129 1995 1995 (6) COMMUNITY MOB COMMUNITY MOB 18 1995 1995 (6) CARMEL MEDICAL II CARMEL MEDICAL II 528 1989 1990 (6) HILLSDALE TECHNECENTER BUILDING #4 282 1987 1993 (6) HILLSDALE TECHNECENTER BUILDING #5 206 1987 1993 (6) HILLSDALE TECHNECENTER BUILDING #6 229 1987 1993 (6) KEYSTONE AT THE CROSSING 8465 KEYSTONE 13 1983 1995 (6) WOODFIELD AT THE CROSSING WOODFIELD II 646 1987 1993 (6) WOODFIELD AT THE CROSSING WOODFIELD III 1,370 1989 1993 (6) KEYSTONE AT THE CROSSING 3520 COMMERCE CRSG 107 1976 1993 (6) ONE PARKWOOD ONE PARKWOOD 0 1989 1995 (6) PALAMOR PALAMOR 36 1973 1995 (6) FRANKLIN ROAD BUSINESS CTR. FRANKLIN ROAD BUSINESS CTR. 103 1962 1995 (6) NAMPAC BUILDING NAMPAC BUILDING 27 1974 1995 (6) HAMILTON CROSSING BUILDING #1 162 1989 1993 (6) KEYSTONE AT THE CROSSING F.C. TUCKER BUILDING 15 1978 1993 (6) PARK FLETCHER BUILDING #14 5 1978 1995 (6) FORT WAYNE - ------------------------------ COLDWATER CROSSING COLDWATER SHOPPES 621 1990 1994 (6) NASHVILLE, TENNESSEE - ------------------------------ KEEBLER BUILDING KEEBLER BUILDING 25 1985 1995 (6) HAYWOOD OAKS TECHNECENTER BUILDING #2 109 1988 1993 (6) HAYWOOD OAKS TECHNECENTER BUILDING #3 159 1988 1993 (6) HAYWOOD OAKS TECHNECENTER BUILDING #4 110 1988 1993 (6) HAYWOOD OAKS TECHNECENTER BUILDING #5 205 1988 1993 (6) HAYWOOD OAKS TECHNECENTER BUILDING #6 365 1989 1993 (6) HAYWOOD OAKS TECHNECENTER BUILDING #7 5 1995 1995 (6) GREENBRIAR BUSINESS PARK GREENBRIAR 179 1986 1993 (6) HEBRON, KENTUCKY - ------------------------------ SOUTHPARK, KENTUCKY CR SERVICES 156 1994 1994 (6) SOUTHPARK, KENTUCKY BUILDING #1 211 1990 1993 (6) SOUTHPARK, KENTUCKY BUILDING #2 193 1991 1993 (6) SOUTHPARK, KENTUCKY REDKEN 123 1994 1994 (6) CINCINNATI, OHIO - ------------------------------ PARK 50 TECHNECENTER BUILDING #17 1,566 1985 1986 (6) PARK 50 TECHNECENTER BUILDING #20 1,246 1987 1988 (6) PARK 50 TECHNECENTER BUILDING #24 56 1989 1993 (6) PARK 50 TECHNECENTER BUILDING #25 217 1989 1993 (6) PARK 50 TECHNECENTER SDRC BUILDING 1,078 1991 1993 (6) FIDELITY DRIVE DUN & BRADSTREET 739 1972 1986 (6) WORLD PARK BUILDING #5 803 1987 1990 (6) WORLD PARK BUILDING #6 738 1987 1990 (6) WORLD PARK BUILDING #7 722 1987 1990 (6) WORLD PARK BUILDING #8 300 1989 1993 (6) WORLD PARK BUILDING #9 177 1989 1993 (6) WORLD PARK BUILDING #11 307 1989 1993 (6) WORLD PARK BUILDING #14 216 1989 1993 (6) WORLD PARK BUILDING #15 164 1990 1993 (6) WORLD PARK BUILDING #16 171 1989 1993 (6) EASTGATE PLAZA EASTGATE PLAZA 89 1990 1995 (6) FAIRFIELD BUSINESS CENTER BUILDING D 5 1990 1995 (6) FAIRFIELD BUSINESS CENTER BUILDING E 7 1990 1995 (6) UNIVERSITY MOVING UNIVERSITY MOVING 34 1991 1995 (6) TRI-COUNTY OFFICE PARK BUILDINGS #1 - #4 355 1971 1993 (6) GOVERNOR'S PLAZA GOVERNOR'S PLAZA 483 1990 1993 (6) GOVERNOR'S PLAZA KING'S MALL II 207 1988 1989 (6) GOVERNOR'S PLAZA KOHLS 104 1994 1994 (6) SOFA EXPRESS SOFA EXPRESS 5 1995 1995 (6) OFFICE MAX OFFICE MAX 14 1995 1995 (6) 312 ELM BUILDING 312 ELM 2,680 1992 1993 (6) 311 ELM STREET ZUSSMAN 367 1902(4) 1993 (6) ENTERPRISE BUSINESS PARK BUILDING 1 335 1990 1993 (6) ENTERPRISE BUSINESS PARK BUILDING 2 337 1990 1993 (6) ENTERPRISE BUSINESS PARK BUILDING A 10 1987 1995 (6) ENTERPRISE BUSINESS PARK BUILDING B 17 1988 1995 (6) ENTERPRISE BUSINESS PARK BUILDING D 29 1989 1995 (6) 312 PLUM STREET S & L DATA 1,416 1987 1993 (6) TRIANGLE OFFICE PARK BUILDINGS #1 - #38 3,842 1965(5) 1986 (6) GOVERNOR'S HILL 8790 GOVERNOR'S HILL 270 1985 1991 (6) GOVERNOR'S HILL 8700 GOVERNOR'S HILL 324 1985 1993 (6) GOVERNOR'S HILL 8800 GOVERNOR'S HILL 873 1985 1986 (6) GOVERNOR'S HILL 8600 GOVERNOR'S HILL 1,112 1986 1991 (6) GOVERNOR'S POINTE 4770 GOVERNOR'S POINTE 1,384 1986 1988 (6) GOVERNOR'S POINTE 4700 BUILDING 1,084 1987 1988 (6) GOVERNOR'S POINTE 4900 BUILDING 969 1987 1989 (6) GOVERNOR'S POINTE 4705 GOVERNOR'S POINTE 421 1988 1993 (6) GOVERNOR'S POINTE 4800 GOVERNOR'S POINTE 399 1989 1993 (6) GOVERNOR'S POINTE 4605 GOVERNOR'S POINTE 963 1990 1993 (6) MONTGOMERY CROSSING STEINBERG'S 25 1993 1993 (6) MONTGOMERY CROSSING II SPORTS UNLIMITED 129 1994 1994 (6) GOVERNOR'S PLAZA KING'S AUTO MALL I 804 1990 1993 (6) SUGARCREEK PLAZA SUGARCREEK PLAZA 1,094 1988 1988 (6) COLUMBUS - ------------------------------ CORP. PARK AT TUTTLE CRSG LITEL 989 1990 1993 (6) CORP. PARK AT TUTTLE CRSG STERLING 1 673 1990 1993 (6) CORP. PARK AT TUTTLE CRSG INDIANA INSURANCE 196 1994 1994 (6) CORP. PARK AT TUTTLE CRSG STERLING 2 98 1995 1995 (6) CORP. PARK AT TUTTLE CRSG JOHN ALDEN LIFE INSURANCE 127 1995 1995 (6) CORP. PARK AT TUTTLE CRSG CARDINAL HEALTH 125 1995 1995 (6) SOUTH POINTE BUILDING A 56 1995 1995 (6) PET FOODS BUILD-TO-SUIT PET FOODS DISTRIBUTION 167 1993 1993 (6) GALYAN'S GALYAN'S 98 1994 1994 (6) BEST BUY BEST BUY 15 1995 1995 (6) MBM BUILDING MBM BUILDING 48 1978 1994 (6) V.A. HOSPITAL V.A. HOSPITAL 294 1994 1994 (6) CORP. PARK AT TUTTLE CRSG XEROX 366 1992 1994 (6) LIVONIA, MICHIGAN - ------------------------------ LIVONIA BUILDING A 687 1988 1993 (6) LIVONIA BUILDING B 787 1989 1993 (6) DECATUR, ILLINOIS - ------------------------------ PARK 101 BUILDING #3 872 1979 1986 (6) PARK 101 BUILDING #8 408 1980 1986 (6) PARK 101 ILL POWER AND LEASE 0 N/A 1994 (6) BLOOMINGTON, ILLINOIS - ------------------------------ LAKEWOOD PLAZA LAKEWOOD PLAZA 1,430 1987 1988 (6) CHAMPAIGN, ILLINOIS - ------------------------------ MARKET VIEW SHOPPING CTR MARKET VIEW CENTER 1,553 1985 1986 (6) ELLISVILLE, MISSOURI - ------------------------------ ELLISVILLE PLAZA ELLISVILLE PLAZA 506 1987 1988 (6) ST. LOUIS, MISSOURI - ------------------------------ LAUMEIER I LAUMEIER I 133 1987 1995 (6) LAUMEIER II LAUMEIER II 137 1988 1995 (6) WESTVIEW PLACE WESTVIEW PLACE 122 1988 1995 (6) WESTMARK WESTMARK 40 1987 1995 (6) VARIOUS LOCATIONS - ------------------------------ LAND IMP. - UNDEVELOPED LAND N/A 316 ELIMINATIONS 0 ------------- TOTALS 56,335 ------------- -------------
40 DUKE REALTY INVESTMENTS, INC. REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1995 (IN THOUSANDS) (1) Costs capitalized subsequent to acquisition include decreases for purchase price reduction payments received and land sales or takedowns. (2) The Company owns a 66.67% interest in the partnership owning this building. The Company shares in the cash flow of this building in accordance with the Company's partnership interests. (3) The four buildings comprising Tri-County Office Park were constructed in 1971,1973, and 1982. (4) This building was renovated in 1986. (5) This building was renovated in 1985. (6) Depreciation of real estate is computed using the straight-line method over 40 years for building and shorter periods based on lease terms (generally 3 to 10 years) for tenant improvements.
Real Estate Assets Accumulated Depreciation --------------------------------- -------------------------------- 1995 1994 1993 1995 1994 1993 --------------------------------- -------------------------------- Balance at beginning of year $ 653,552 $ 540,376 132,459 $ 38,058 $ 23,725 17,508 Additions during year: Acquisitions 114,705 57,218 400,198 0 0 (242) Construction costs and tenant improvements 84,790 41,125 8,881 0 0 0 Depreciation expense 0 0 0 20,416 15,068 6,459 Acquisition of minority interest and joint venture interest 796 15,742 0 0 0 0 --------------------------------- -------------------------------- 853,843 654,461 541,538 58,474 38,793 23,725 Deductions during year: Cost of real estate sold (4,393) (909) (1,162) (1,259) 0 0 Contribution to Joint Venture (44,725) 0 0 (319) 0 0 Other (561) 0 0 (561) (735) 0 ---------------------------------------------------------------------- Balance at end of year $ 804,164 $ 653,552 540,376 $ 56,335 $ 38,058 23,725 ---------------------------------------------------------------------- ----------------------------------------------------------------------
- 41 - 3. EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- 3.1 Articles of Incorporation of Registrant are incorporated herein by reference to Exhibit 3.1 to the registration statement on Form S-3, as amended, filed on July 28, 1995, as File No. 33-61361 (the "1995 Registration Statement"). 3.2 By-Laws of Registrant are incorporated herein by reference to Exhibit 3.2 to the 1995 Registration Statement. 4.1 Instruments Defining Rights of Security Holders, including Indentures, are incorporated herein by reference to Articles V, VI, VIII, IX and X of Registrant's Articles of Incorporation. 4.2 Indenture between Duke Realty Limited Partnership and The First National Bank of Chicago, Trustee, and the First Supplement thereto, are incorporated by reference to Exhibits 4.1 and 4.2 to the report of the Registrant on Form 8-K filed September 19, 1995. 10.1 Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership (the "Operating Partnership") is incorporated herein by reference to Exhibit 10.1 to the registration statement on Form S-2, as amended, filed on June 8, 1993, as File No. 33-64038 (the "1993 Registration Statement). 10.2 First and Second Amendments to Amended and Restated Agreement of Limited Partnership of the Operating Partnership. 10.3 Second Amended and Restated Agreement of Limited Partnership of Duke Realty Services Limited Partnership (the "Services Partnership"). 10.4 Promissory Note of the Services Partnership is incorporated herein by reference to Exhibit 10.3 to the 1993 Registration Statement. 10.5 Duke Realty Services Partnership 1993 Stock Option Plan is incorporated herein by reference to Exhibit 10.4 to the 1993 Registration Statement. 10.6 Acquisition Option Agreement relating to certain properties not contributed to the Operating Partnership by Duke Associates (the "Excluded Properties") is incorporated herein by reference to Exhibit 10.5 to the 1993 Registration Statement. 10.7 Management Agreement relating to the Excluded Properties is incorporated herein by reference to Exhibit 10.6 to the 1993 Registration Statement. 10.8 Contribution Agreement for certain properties and land contributed by Duke Associates and Registrant to the Operating Partnership is incorporated herein by reference to Exhibit 10.7 to the 1993 Registration Statement. - 42 - 10.9 Contribution Agreement for certain assets and contracts contributed by Duke Associates to the Service Partnership is incorporated herein by reference to Exhibit 10.8 to the 1993 Registration Statement. 10.10 Contribution Agreement for certain contracts contributed by Duke Associates to the Operating Partnership is incorporated herein by reference to Exhibit 10.9 to the 1993 Registration Statement. 10.11 Stock Purchase Agreement is incorporated herein by reference to Exhibit 10.10 to the 1993 Registration Statement. 10.12 Indemnification Agreement is incorporated herein by reference to Exhibit 10.11 to the 1993 Registration Statement. 10.13 1995 Key Employee Stock Option Plan 10.14 1995 Dividend Increase Unit Plan 10.15 1995 Shareholder Value Plan 21. List of Subsidiaries of Registrant. 23. Consent of KPMG Peat Marwick. 24. Executed powers of attorney of certain directors. 27. Financial Data Schedule 99.1 Selected Quarterly Financial Information - 43 - The Company will furnish to any security holder, upon written request, copies of any exhibit incorporated by reference, for a fee of 15 cents per page, to cover the costs of furnishing the exhibits. Written request should include a representation that the person making the request was the beneficial owner of securities entitled to vote at the 1996 Annual Meeting of Shareholders. (b) REPORTS ON FORM 8-K A report on Form 8-K dated January 12, 1996 was filed with the Commission to report under Item 5 the formation of a joint venture with an institutional real estate investor. Also incorporated by reference is Form 8-K dated August 26, 1994 which includes the unaudited financial statements of Duke Associates for the nine months ended September 30, 1993. - 44 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 INVESTMENTS, INC. February 19 , 1996 By: /s/ Thomas L. Hefner - ------------------------------ ------------------------------- Thomas L. Hefner President and Chief Executive Officer By: /s/ Darell E. Zink, Jr. ------------------------------- Darell E. Zink, Jr. Executive Vice President and Chief Financial Officer By: /s/ Dennis D. Oklak ------------------------------- Dennis D. Oklak Vice President and Treasurer (Chief Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Date Title --------- ---- ----- /S/ John W. Wynne 2/19/96 Chairman of the Board - ------------------------- --------------- John W. Wynne /s/ Thomas L. Hefner 2/19/96 President and Chief Executive - ------------------------- --------------- Officer and Director Thomas L. Hefner /s/ Daniel C. Staton 2/19/96 Executive Vice President and - ------------------------- --------------- Chief Operating Officer and Daniel C. Staton Director /s/ Darell E. Zink, Jr. 2/19/96 Executive Vice President and - ------------------------- --------------- Chief Financial Officer and Darell E. Zink, Jr. Director - 45 - /s/ Geoffrey Button 2/19/96 Director - ------------------------- --------------- Geoffrey Button /s/ John D. Peterson 2/19/96 Director - ------------------------- --------------- John D. Peterson /s/ Ngaire E. Cuneo 2/19/96 Director - ------------------------- --------------- Ngaire E. Cuneo /s/ Lee Stanfield 2/19/96 Director - ------------------------- --------------- Lee Stanfield /s/ Jay J. Strauss 2/19/96 Director - ------------------------- --------------- Jay J. Strauss /s/ Howard L. Feinsand 2/19/96 Director - ------------------------- --------------- Howard L. Feinsand /s/ James E. Rogers 2/19/96 Director - ------------------------- --------------- James E. Rogers - 46 - EX-10.2 2 EXHIBIT 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP DUKE REALTY LIMITED PARTNERSHIP Duke Realty Investments, Inc., the general partner of Duke Realty Limited Partnership, hereby amends the Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, pursuant to Section 9.05(a)(iv) thereof, as follows: (1) Section 3.11(a)(i) is amended to read "The matters described in Section 3.09(b)." (2) The reference in Section 3.11(a)(ii) to Section 3.09 is amended to refer to Section 3.09(a). In all other respects, the Amended and Restated Agreement of Limited Partnership shall continue in full force and effect as amended hereby. Dated as of November 22, 1993. DUKE REALTY INVESTMENTS, INC. By: /s/ Thomas L. Hefner, President ------------------------------- SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY LIMITED PARTNERSHIP The undersigned, representing the General Partner and Partners (including the General Partner) holding more than ninety percent (90%) of the outstanding Units of Duke Realty Limited Partnership (the "Partnership"), hereby amend the Partnership's Amended and Restated Agreement of Limited Partnership, as heretofore amended (the "Partnership Agreement") pursuant to Section 9.05(b) of the Partnership Agreement and agree as follows: 1. AMENDMENT OF SECTION 4.02. Subsection (d) of Section 4.02 of the Partnership Agreement is amended to read as follows: (d) The Capital Contribution required upon issuance of any Unit pursuant to this section (other than Units of a different class or series, and with preferences, rights, powers and duties senior to the Units held by the Partners other than the General Partner) will be equal to (i) in the case of a Unit issued in accordance with Section 3.09(a)(iii) or in connection with a Permitted Transaction involving the issuance of REIT Shares by the General Partner, the per share price of the applicable REIT Shares issued by the General Partner (net of the cost to the General Partner of issuing such shares) divided by the Exchange Ratio at the time the Unit is issued, or (ii) in other cases involving the issuance of a Unit to a Principal Owner or Affiliate of a Principal Owner, the Current Market Price of a REIT Share divided by the Exchange Ratio at the time the Unit is issued, or (iii) in all other cases, an amount based on the range of quoted market prices of a REIT Share for a reasonable period of time before the Unit is issued adjusted as determined by the General Partner to recognize the possible effects of price fluctuations, quantities traded, issue costs and other market factors and divided by the Exchange Ratio at the time the Unit is issued. 2. AMENDMENT OF SECTION 4.08. Subsection (a) of Section 4.08 of the Partnership Agreement is amended to read as follows: (a) In the event any Partnership property is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such property at the time of its contribution to the Partnership or its revaluation pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), respectively, income, gain, loss, and deduction with respect to such property shall, solely for tax purposes, be allocated among the Partners in the manner required by Code Section 704(c) and Treasury Regulations Sections 1.704-1(b)(4)(i) and 1.704-3. Consistent with the foregoing, depreciation, amortization or other cost recovery deductions shall be allocated in accordance with the traditional method contained in Treasury Regulations Section 1.704-3(b) for all property acquired by or contributed to the Partnership prior to January 1, 1996. For property acquired by or contributed to the Partnership subsequent to December 31, 1995, the Tax Matters Partner shall, at its sole discretion and on a property by property basis, choose between the traditional method, the traditional method with curative allocations or the remedial allocation method contained in Treasury Regulations Sections 1.704-3(b), 1.704-3(c) and 1.704-3(d) or any similar succeeding applicable provision. For purposes of allocating the Partnership's earnings and profits to corporate Partners, depreciation, amortization and cost recovery deductions used in determining earnings and profits shall be allocated among the Partners in the same manner as allocations of depreciation, amortization and other cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits, bases and depreciation periods. 3. OTHER PROVISIONS. 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. Dated as of February 1, 1996. DUKE REALTY INVESTMENTS, INC., as General Partner, as a holder of Units and as attorney-in-fact pursuant to Section 9.19 of the Partnership Agreement for all holders of Units who have consented in writing to this Amendment. By: /s/ Thomas L. Hefner, President ------------------------------- Thomas L. Hefner, President DMI PARTNERSHIP By: Duke Management, Inc., general partner By: /s/ Thomas L. Hefner, President ----------------------------------- Thomas L. Hefner, President /s/ Thomas L. Hefner ---------------------------------------- Thomas L. Hefner /s/ Darell E. Zink, Jr. ---------------------------------------- Darell E. Zink, Jr. /s/ Daniel C. Staton ---------------------------------------- Daniel C. Staton -2- EX-10.3 3 EXHIBIT 10.3 ------------------------------------------------- SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY SERVICES LIMITED PARTNERSHIP ------------------------------------------------- Dated as of September 30, 1994 TABLE OF CONTENTS ARTICLE I General Provisions . . . . . . . . . . 1 Section 1.01. Name. . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.02. Place of Business . . . . . . . . . . . . . . . . 1 Section 1.03. Continuation and Term . . . . . . . . . . . . . . 1 Section 1.04. Definitions . . . . . . . . . . . . . . . . . . . 1 ARTICLE II Members and Status. . . . . . . . . . 13 Section 2.01. The Partners. . . . . . . . . . . . . . . . . . . 13 Section 2.02. Additional Partners . . . . . . . . . . . . . . . 13 Section 2.03. Liability of General Partner. . . . . . . . . . . 13 Section 2.04. Limitation Upon Liability of Limited Partners . . 15 ARTICLE III Scope of Partnership and Mode of Operation. . . . 16 Section 3.01. Scope of Partnership. . . . . . . . . . . . . . . 16 Section 3.02. Powers of the Partnership . . . . . . . . . . . . 16 Section 3.03. Management of the Partnership . . . . . . . . . . 18 Section 3.04. Limitation on Powers. . . . . . . . . . . . . . . 18 Section 3.05. Non-Participation in Management by Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 3.06. Time to be Devoted to Business. . . . . . . . . . 19 Section 3.07. Dealings With Related Entities. . . . . . . . . . 19 Section 3.08. Other Business. . . . . . . . . . . . . . . . . . 20 Section 3.09. Restriction on General Partner and Partnership Activities . . . . . . . . . . . . . . . . . . . . . 21 Section 3.10. Indemnification . . . . . . . . . . . . . . . . . 22 Section 3.11. Voting Rights of Limited Partners . . . . . . . . 25 Section 3.12. Approval Procedures . . . . . . . . . . . . . . . 25 Section 3.13. Loans to and from the Partnership . . . . . . . . 25 Section 3.14. Reimbursement of Expenses . . . . . . . . . . . . 26 Section 3.15. General Manager and Assistant General Manager . . 27 ARTICLE IV Capital Contributions, Allocations and Distributions . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 4.01. Capital Contributions . . . . . . . . . . . . . . 28 Section 4.02. Distributable Cash. . . . . . . . . . . . . . . . 29 Section 4.03. Distributions From Terminating Capital Transaction . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 4.04. Allocation of Gross Income and Gross Expenses . . 31 Section 4.05. Regulatory Allocations. . . . . . . . . . . . . . 33 Section 4.06. Other Allocation Rules. . . . . . . . . . . . . . 37 Section 4.07. Tax Allocations; Code Section 704(c). . . . . . . 37 Section 4.08. Deficit Make-Up Obligation. . . . . . . . . . . . 38 Section 4.09. General Provisions. . . . . . . . . . . . . . . . 38 Section 4.10. No Interest on Capital Accounts . . . . . . . . . 38 Section 4.11. Distribution of Property. . . . . . . . . . . . . 38 Section 4.12. Return of Capital Contribution. . . . . . . . . . 38 Section 4.13. Restructuring of Partnership. . . . . . . . . . . 39 ARTICLE V Accounting, Reporting and Holding of Assets . . . . . . . 39 Section 5.01. Fiscal Year . . . . . . . . . . . . . . . . . . . 39 Section 5.02. Records, Accounting and Reports . . . . . . . . . 39 Section 5.03. Right to Inspection . . . . . . . . . . . . . . . 40 Section 5.04. Holding and Transfer of Assets. . . . . . . . . . 41 Section 5.05. Bank Accounts . . . . . . . . . . . . . . . . . . 42 Section 5.06. Tax Status; Notice of Tax Controversy . . . . . . 43 Section 5.07. Tax Matters Partner; Tax Elections; Tax Returns . 43 Section 5.08. Tax Matters Partner Not Liable. . . . . . . . . . 45 Section 5.09. Withholding . . . . . . . . . . . . . . . . . . . 46 ARTICLE VI Dissolution and Continuation of Partnership. . . . . . . 47 Section 6.01. Dissolution . . . . . . . . . . . . . . . . . . . 47 Section 6.02. Deemed Distribution and Recontribution. . . . . . 47 Section 6.03 Notice of Dissolution. . . . . . . . . . . . . . . 48 Section 6.04. Continuation of Partnership . . . . . . . . . . . 48 Section 6.05. Extension of Term . . . . . . . . . . . . . . . . 48 ARTICLE VII Transfer of Units and Changes in Partners . . . . . . . 48 Section 7.01. General Partner Transfers Restricted. . . . . . . 48 Section 7.02. Limited Partner Transfers Restricted. . . . . . . 49 Section 7.03. Duke Realty Option. . . . . . . . . . . . . . . . 49 Section 7.04. Effect of Transfer. . . . . . . . . . . . . . . . 51 ARTICLE VIII Liquidation . . . . . . . . . . . . . . . . . . . . . 52 Section 8.01. Liquidation Determination . . . . . . . . . . . . 52 Section 8.02. Liquidation Procedure . . . . . . . . . . . . . . 52 Section 8.03. Allocation of Liquidation Proceeds. . . . . . . . 52 ARTICLE IX Miscellaneous . . . . . . . . . . . . . . . . . . . . . 53 Section 9.01. Notice. . . . . . . . . . . . . . . . . . . . . . 53 Section 9.02. Construction. . . . . . . . . . . . . . . . . . . 53 Section 9.03. Assigns and Successors in Interest. . . . . . . . 53 Section 9.04. Assignment. . . . . . . . . . . . . . . . . . . . 54 Section 9.05. Amendment . . . . . . . . . . . . . . . . . . . . 54 Section 9.06. Certificate of Limited Partnership. . . . . . . . 56 Section 9.07. Further Assurances. . . . . . . . . . . . . . . . 56 Section 9.08. Warranties of Representatives . . . . . . . . . . 56 Section 9.09. Computation of Time . . . . . . . . . . . . . . . 56 Section 9.10. Captions. . . . . . . . . . . . . . . . . . . . . 56 Section 9.11. Identification. . . . . . . . . . . . . . . . . . 56 Section 9.12. Counterparts. . . . . . . . . . . . . . . . . . . 56 Section 9.13. Partners' Capability. . . . . . . . . . . . . . . 57 Section 9.14. Severability. . . . . . . . . . . . . . . . . . . 57 Section 9.15. Approval or Consent . . . . . . . . . . . . . . . 57 Section 9.16. Meetings. . . . . . . . . . . . . . . . . . . . . 57 Section 9.17. Consent of Partners and Assignees . . . . . . . . 57 Section 9.18. Limitation on Benefits of this Agreement. . . . . 57 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUKE REALTY SERVICES LIMITED PARTNERSHIP The undersigned, Duke Services, Inc., an Indiana corporation, as General Partner, and Duke Realty Limited Partnership, an Indiana limited partnership, and DMI Partnership, an Indiana general partnership, as Limited Partners, desiring to associate themselves as partners, hereby adopt and agree as provided in the following Second Amended and Restated Agreement of Limited Partnership (the "Agreement"). ARTICLE I GENERAL PROVISIONS SECTION 1.01. NAME. The name of the Partnership is Duke Realty Services Limited Partnership. SECTION 1.02. PLACE OF BUSINESS. The specified office of the Partnership shall be 8888 Keystone Crossing, Suite 1150, Indianapolis, Indiana 46240, or at such location as may be selected from time to time by the General Partner. SECTION 1.03. CONTINUATION AND TERM. The Partners agree that the Amended and Restated Agreement of Limited Partnership dated as of October 4, 1993 that previously evidenced the Partnership is hereby amended and restated in its entirety as provided herein, and the Partnership is continued without interruption under and pursuant to the terms and provisions of the Act. The term of the Partnership shall extend until December 31, 2043, subject to extension as provided in Section 6.05, unless sooner terminated as hereinafter provided. SECTION 1.04. DEFINITIONS. The following terms have the following meanings herein: "ACT" means the Indiana Revised Uniform Limited Partnership Act, as now or hereafter amended. "ADJUSTED CAPITAL ACCOUNT" means, with respect to any Partner, such Partner's Capital Account as of the end of the relevant fiscal year or other period, after giving effect to the following adjustments: -1- (i) Credit to such Capital Account any amounts which such Partner is obligated to restore to the Partnership pursuant to Section 1.704-1(b)(2)(ii)(C) of the Treasury Regulations or is deemed to be obligated to restore to the Partnership pursuant to Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations, and (ii) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations. "AFFILIATE" means a Person who, with respect to another person, directly or indirectly controls, is controlled by or is under common control with such other Person. "AGREED VALUE" means, in the case of property other than cash contributed to the Partnership, the fair market value of such property at the time of contribution as determined by agreement of the Partners or, in the absence of such an agreement, as determined by the General Partner using such reasonable method of valuation as it may adopt, reduced in either case by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed. "ANNUAL PREFERRED RETURN" means, with respect to a Partner for any year, 7.5% of the total Capital Contributions of the Partner. "ASSIGNMENT" means any sale, assignment, transfer, pledge, encumbrance or other disposition of, or the granting of a security interest in, a Partnership Interest, including without limitation a transfer in connection with a dissolution, merger, consolidation or similar action of a Partner or an assignee. "Assign" means to effect an Assignment. "BANKRUPTCY" means, with respect to a Person, the happening of any of the following: -2- (A) The entry by a court or governmental agency having jurisdiction in the premises of a decree or order for relief in respect of the Person in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person, or for any substantial part of such Person's property or ordering the winding up or liquidation of such Person's affairs, and such decree or order remaining unstayed and in effect for a period of sixty (60) consecutive days; or (B) The commencement by the Person of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law; or (C) The consent by the Person to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any substantial part of such Person's property, or the filing of a pleading in any court of record admitting in writing the inability of the Person to pay his, her or its debts as they come due; or (D) The making by the Person of a general assignment for the benefit of creditors. "CAPITAL ACCOUNT" means, as to any Partner, a book account maintained in accordance with the following provisions: To each Partner's Capital Account there shall be credited: -3- (A) the amount of cash such Partner has contributed to the Partnership (including any contribution pursuant to Section 4.01), (B) the Agreed Value of any property other than cash such Partner has contributed to the Partnership as a Capital Contribution, (C) the amount of Gross Income allocated to such Partner and any items in the nature of income that are allocated to such Partner pursuant to Section 4.05, and (D) the amount of any liabilities of the Partnership that are assumed by the Partner or are secured by any property distributed by the Partnership to such Partner determined in accordance with Treasury Regulations issued under Section 752 of the Code; To each Partner's Capital Account there shall be debited: (X) the amount of cash and the gross fair market value of any Partnership asset distributed to such Partner with respect to the Partner's Partnership Interest pursuant to any provision of this Agreement, and (Y) the amount of Gross Expenses allocated to such Partner and any items in the nature of expenses that are allocated to such Partner pursuant to Section 4.05. Each Partner's Capital Account shall be debited for the amount of its share of Distributable Cash as of the date such amount is declared and accrued by the General Partner pursuant to Section 4.02 of this Agreement. Each Partner's Capital Account shall be further maintained and adjusted in accordance with the Code and Treasury Regulations thereunder, including any other adjustments to Capital Accounts provided in the Treasury Regulations issued under Section 704 of the Code, such as, but not limited to, increases or decreases to reflect a -4- revaluation of Partnership property on the Partnership's books in accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv)(f). The foregoing provisions and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. Any questions with respect to a Partner's Capital Account shall be resolved by the General Partner in its reasonable discretion, applying principles consistent with the Agreement. Generally, a transferee of a Partnership interest shall succeed to the Capital Account relating to the Partnership interest transferred or the corresponding portion thereof. The Capital Account of a Partner may, under certain circumstances, be an amount less than zero. "CAPITAL CONTRIBUTION" means the total amount of cash and the Agreed Value of any other contributed property contributed to the Partnership by a Partner. "CODE" means the Internal Revenue Code of l986, as amended (or any corresponding provision of succeeding law). A reference to a section of the Code shall be deemed to include any amendatory or successor provision thereto. "CODE SECTION 705(a)(2)(B) EXPENDITURES" mean expenditures described in Code Section 705(a)(2)(B) and any amounts treated as Code Section 705(a)(2)(B) expenditures under Treasury Regulations Section 1.704-1(b)(2)(iv)(i)(2). "DEPRECIATION" means for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such year or other period, except that if the Partnership asset is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such asset pursuant to Section 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, depreciation, amortization, or other cost recovery deductions shall be computed for book purposes with -5- respect to such asset pursuant to Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations. "DISTRIBUTABLE CASH" means, with respect to any period for which such calculation is being made, (i) the sum of: (A) The Partnership's Gross Income minus Gross Expenses for such period; (B) Depreciation and all other noncash charges deducted in determining Gross Expenses for such period; (C) The amount of any reduction in reserves of the Partnership referred to in clause (ii)(Y) below (including, without limitation, reductions resulting because the General Partner determines such amounts are no longer necessary); (D) The excess of proceeds (net of transaction expenses) from the sale, exchange, disposition, or financing or refinancing of Partnership property for such period over any gain recognized from such sale, exchange, disposition, or financing or refinancing during such period (excluding Terminating Capital Transactions); (E) Any expense or loss amount included in determining Gross Expenses for such period that was not disbursed by the Partnership during such period; and (F) All other cash received by the Partnership for such period that was not included in clauses (A) to (E) with respect to such period; (ii) less the sum of: (U) All principal debt payments made during such period by the Partnership; -6- (V) Capital expenditures made by the Partnership during such period; (W) Investments in any entity (including loans made thereto) to the extent that such investments are not otherwise described in clauses (ii)(U) or (V); (X) Any income or gain amount included in determining Gross Income for such period that was not received by the Partnership during such period; (Y) The amount of any increase in reserves established during such period which the General Partner determines is necessary or appropriate in its sole and absolute discretion; and (Z) All other expenditures and payments not included in clauses (U) to (Y) with respect to such period; Notwithstanding the foregoing, Distributable Cash shall not include any cash received or reductions in reserves, or take into account any disbursements made or reserves established, after commencement of the dissolution and liquidation of the Partnership. "DISTRIBUTION" means any cash or property distributed to a Partner or assignee arising from its interest in the Partnership. "DMI" means DMI Partnership, an Indiana general partnership. "DRE" means Duke Realty Investments, Inc., an Indiana corporation of which the General Partner is a wholly-owned subsidiary. "DUKE REALTY" means Duke Realty Limited Partnership, an Indiana limited partnership. -7- "DUKE REALTY UNITS" means Units of partner interest in Duke Realty. "GENERAL PARTNER" means Duke Services, Inc., an Indiana corporation. "GROSS EXPENSES" means, for each fiscal year or other period, an amount equal to all of the Partnership's deductions provided in Code Section 62, as modified by Code Section 703, including, but not limited to, losses from the sale or disposition of an asset, with the following adjustments: (i) Any Code Section 705(a)(2)(B) Expenditures not otherwise taken into account in computing Gross Expenses pursuant to this definition shall be added to such expenses; (ii) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such Gross Expenses, there shall be taken into account Depreciation for such fiscal year or other period; (iii) In the event any asset of the Partnership is distributed to any Partner or sold by the Partnership, the excess on such date of (a)(1) the adjusted basis of the asset for Federal income tax purposes, or (2) if the asset is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such asset pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(d) or Section 1.704-1(b)(2)(iv)(f), the gross fair market value on the date of the contribution of the asset to the Partnership or the gross fair market value of the asset on the date of the asset's revaluation on the Partnership's books, as the case may be (as determined by the General Partner) less Depreciation, over (b) the gross fair market value, shall be taken into account as loss from the -8- disposition of such asset for purposes of computing Gross Expenses; and (iv) Notwithstanding anything to the contrary in the definition of the term "Gross Expenses", any items which are allocated pursuant to Section 4.05 hereof shall not be taken into account in computing Gross Expenses. "GROSS INCOME" means, for each fiscal year or other period, an amount equal to all of the Partnership's income from whatever source derived, as provided in Code Section 61, including, but not limited to, gain from the sale or disposition of an asset and any income exempt from Federal income tax, with the following adjustments: (i) In the event any asset of the Partnership is distributed to any Partner or sold by the Partnership, the excess on such date of (a) the gross fair market value over (b)(i) the adjusted basis of the asset for federal income tax purposes, or (ii) if the asset is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such asset pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), the gross fair market value on the date of the contribution of the asset to the Partnership or the gross fair market value of the asset on the date of the asset's revaluation on the Partnership's books, as the case may be (as determined by the General Partner) less Depreciation, shall be taken into account as gain from the disposition of such asset for purposes of computing Gross Income; and (ii) Notwithstanding anything to the contrary in the definition of the term "Gross Income", any items which are allocated pursuant to Section 4.05 hereof shall not be taken into account in computing Gross Income. -9- "IRS" means the Internal Revenue Service. "LIMITED PARTNERS" means (i) Duke Realty and DMI, and (ii) successors or other Persons who are admitted as Partners pursuant to this Agreement, in each case until all of the Partnership Interest owned by any such Person is transferred under Article VII. "NONRECOURSE DEDUCTIONS" means the nonrecourse deductions as defined in Section 1.704-2(b)(1) of the Treasury Regulations. The amount of Nonrecourse Deductions for a fiscal year equals the net increase, if any, in the amount of Partnership Minimum Gain during such fiscal year reduced by any distributions during such fiscal year of proceeds of a Nonrecourse Liability that are allocable to an increase in Partnership Minimum Gain, determined according to the provisions of Sections 1.704-2(c) and 1.704-2(h) of the Treasury Regulations. "NONRECOURSE LIABILITY" means a liability as defined in Section 1.704-2(b)(3) of the Treasury Regulations. "PARTNER" means the General Partner or any Limited Partner. "PARTNER NONRECOURSE DEBT" means a liability as defined in Section 1.704-2(b)(4) of the Treasury Regulations. "PARTNER MINIMUM GAIN" means an amount with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Treasury Regulations. "PARTNER NONRECOURSE DEDUCTIONS" means the partner nonrecourse deductions defined in Section 1.704-2(i)(2) of the Treasury Regulations. The amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a fiscal year equals the net increase, if any, in the amount of Partner Minimum Gain during such fiscal year attributable to such Partner Nonrecourse Debt, reduced by any distributions during that -10- fiscal year to the Partner that bears the economic risk of loss for such Partner Nonrecourse Debt to the extent that such distributions are from the proceeds of such Partner Nonrecourse Debt and are allocable to an increase in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined according to the provisions of Sections 1.704-2(h) and 1.704-2(i) of the Treasury Regulations. "PARTNERSHIP" means the partnership governed by this Agreement. "PARTNERSHIP INTEREST" means an interest in the Partnership, representing a Capital Contribution and/or a right to receive a share of the Partnership's Gross Income, Gross Expenses, or Distributions, and in all cases the rights, powers and privileges appurtenant thereto in accordance with this Agreement. "PARTNERSHIP MINIMUM GAIN" means the aggregate gain, if any, that would be realized by the Partnership for purposes of computing Gross Income or Gross Expenses with respect to each Partnership asset if each Partnership asset subject to a Nonrecourse Liability were disposed of for the amount outstanding on the Nonrecourse Liability by the Partnership in a taxable transaction. Partnership Minimum Gain with respect to each Partnership asset shall be further determined in accordance with Section 1.704-2(d) of the Treasury Regulations and any subsequent rule or regulation governing the determination of minimum gain. A Partner's share of Partnership Minimum Gain at the end of any Partnership year shall equal the aggregate Nonrecourse Deductions allocated to such Partner (or his predecessors in interest) up to that time, less such Partner's (and predecessors') aggregate share of decreases in Partnership Minimum Gain determined in accordance with Section 1.704-2(g) of the Treasury Regulations. "PERCENTAGE SHARE" means (i) with respect to the General Partner, 1%, (ii) with respect to Duke Realty, 9%, and (iii) with respect to DMI, 90%. "PERSON" means an individual, firm, partnership, corporation, estate, trust, pension or profit-sharing plan or other entity. -11- "REIT" means a real estate investment trust under Section 856 of the Code. "SECONDARY PERCENTAGE SHARE" means (i) with respect to the General Partner, 1%, (ii) with respect to Duke Realty, 89%, and (iii) with respect to DMI, 10%. "SPECIAL PARTNER APPROVAL" means the approval of (i) the General Partner and (ii) Partners holding more than fifty percent (50%) of the Percentage Shares. "SUBSIDIARY" means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person. "TAX MATTERS PARTNER" means the General Partner, or any successor thereto appointed by the General Partner. "TERMINATING CAPITAL TRANSACTION" means either the sale, exchange or other disposition of all or substantially all of the assets of the Partnership in a single transaction or a related series of transactions or a dissolution of the Partnership under the Partnership is continued. "TREASURY REGULATIONS" means the Income Tax Regulations promulgated under the Code as such Treasury Regulations may be amended from time to time (including Temporary Regulations). A reference to any Treasury Regulation shall be deemed to include any amendatory or successor provision thereto. "UNAFFILIATED DRE DIRECTORS" means the members of DRE's board of directors who satisfy the definition of "Unaffiliated Directors" in DRE's Articles of Incorporation, as now or hereafter amended. Such terms shall be used either in the singular or plural and may be referred to in any gender as required by the context. -12- ARTICLE II MEMBERS AND STATUS SECTION 2.01. THE PARTNERS. The Partners of the Partnership shall consist of and be divided into a general partner and limited partners, with the General Partner as the sole general partner and the Limited Partners as the limited partners. The General Partner may, in its sole discretion, cause the Partnership to issue certificates representing the Partnership Interests of the Partners. SECTION 2.02. ADDITIONAL PARTNERS. Except as provided in Section 6.04 or Article VII, no additional partners shall be admitted. SECTION 2.03. LIABILITY OF GENERAL PARTNER. (a) Subject to the limitations expressed in this Section, the General Partner shall have unlimited liability for the repayment, satisfaction and discharge of the obligations of the Partnership to third parties dealing with the Partnership as prescribed by law, except for nonrecourse obligations of the Partnership. The General Partner is not liable to the Partnership and the Limited Partners (i) for return of the Capital Contribution or any portion thereof of any Limited Partner, except with respect to a deficit make-up obligation as provided in Section 4.08, (ii) on account of any disallowance or adjustment by a taxing authority of the allocation of taxable income, gain, losses, deductions or credits in Partnership income tax returns, (iii) on account of any failure by the Partnership to achieve any forecasted financial return or (iv) for any action or omission to act not constituting willful misconduct or gross negligence. (b) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership, any Partners or any assignees for losses sustained or liabilities incurred as a result of errors in judgment or any act or omission if the General Partner acted in good faith. (c) The Limited Partners (and assignees by acceptance of an Assignment) expressly acknowledge that the General Partner is acting on behalf of DRE's shareholders collectively, that the -13- General Partner is under no obligation to consider the separate interests of the Limited Partners or assignees (including, without limitation, the tax consequences to Limited Partners or assignees) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners or assignees in connection with such decisions, PROVIDED THAT the General Partner has not acted in bad faith. The General Partner shall be conclusively presumed not to have acted in bad faith if it reasonably believed that its actions were in the best interests of the shareholders of DRE. (d) Subject to its obligations and duties as General Partner set forth in Section 3.03(a) hereof, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith. (e) Any amendment, modification or repeal of this Section 2.03, or any provision hereof, shall be prospective only and shall not in any way affect the limitations on the General Partner's liability to the Partnership and the Limited Partners under this Section 2.03 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (f) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (g) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within such Person's professional or expert competence shall be conclusively presumed to have been -14- done or omitted in good faith and in accordance with such opinion. (h) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the General Partner hereunder. (i) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of DRE to continue to qualify as a REIT, (ii) to protect the tax classification of the Partnership or any other partnership which is an Affiliate of the Partnership as a partnership for tax purposes, or (iii) to avoid DRE incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners. (j) The rights and limitations of liability provided by this section to the General Partner shall extend to the directors, officers, employees and agents of the General Partner and DRE; PROVIDED, HOWEVER, that nothing in this section shall be construed to create or imply any liability of any director, officer, employee or agent of the General Partner or DRE. SECTION 2.04. LIMITATION UPON LIABILITY OF LIMITED PARTNERS. The personal liability of each Limited Partner to the Partnership (except as provided in Section 4.01), to the other Partners, to the creditors of the Partnership or to any other third party for the losses, debts or liabilities of the Partnership shall be limited to (i) the amount of its Capital Contribution which has not theretofore been returned to it as a Distribution (including a Distribution upon liquidation), and (ii) the amount of any liability under I.C. 23-16-7-8 for any Capital Contribution returned to the Limited Partner. No Limited Partner shall at any time be liable or held accountable to the Partnership, to the other Partners, to the creditors of -15- the Partnership or to any other third party for or on account of any negative balance in its Capital Account. ARTICLE III SCOPE OF PARTNERSHIP AND MODE OF OPERATION SECTION 3.01. SCOPE OF PARTNERSHIP. The purpose of the Partnership is (i) to engage in the business of providing leasing services, property management services, construction management services, development services and related services (including, but not limited to, security, asset management and space planning) for commercial real property, (ii) to do each and every thing necessary, suitable or proper for the accomplishment of the purpose described in (i) or the attainment of any one or more of the objects herein stated, either alone, or in association with, or as agent or representative for, other corporations (whether public, governmental or private), partnerships, individuals, or entities, and (iii) to accomplish any other lawful business incidental thereto or which shall at any time appear conducive to or expedient for the protection of the Partnership. SECTION 3.02. POWERS OF THE PARTNERSHIP. Subject to the limitations in Sections 3.09(b) and 3.09(c), the Partnership shall have all the powers permitted by law which are necessary or desirable in carrying out the purposes and business of the Partnership, including, but not limited to, the following powers: (a) To acquire by purchase, exchange, lease, hire, or otherwise, real and personal property of every kind, character and description whatsoever, and wheresoever situated, and any interest therein, either alone or in conjunction with others, and to hold for investment, own, use, develop, operate, lease, mortgage, sell or otherwise dispose of, convey or otherwise deal in the same and any interest therein; (b) To perform all services related to the acquisition, development, holding, management, financing, leasing and disposition of real and personal property of every kind, character and description, including, but not limited to, the performance of management and other services pursuant to contracts contributed to the Partnership by DMI; -16- (c) To borrow or raise money for any of the purposes of the Partnership, and from time to time, without limitation as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, evidences of indebtedness and other instruments, and to secure the payment thereof, the interest thereon and any other obligations or liabilities relating thereto, in any manner, including without limitation by mortgage on, security interest in or pledge, or conveyance or assignment in trust of, the whole or any part of the assets of the Partnership, real, personal or mixed, including contract rights and options, whether at the time owned or thereafter acquired, and future earnings, and to sell, pledge or otherwise dispose of such securities or other obligations of the Partnership for the furtherance of its purpose; (d) To act in any state or nation in which the Partnership may lawfully act, for itself or as principal, agent or representative for any individual, association, partnership, corporation or legal entity, respecting business of the Partnership; (e) To enter into, make, amend, perform and carry out, or cancel and rescind, contracts and other obligations for any lawful purpose pertaining to the business of the Partnership, including, but not limited to, one or more agreements to reimburse or be reimbursed by Duke Services for employee, administrative or other costs associated with the Partnership's properties or properties for which services are rendered by Duke Services; (f) To become a partner or member in, and perform the obligations of a partner or member of, any general or limited partnership or limited liability company or to become a shareholder of any corporation; (g) To apply for, register, obtain, purchase or otherwise acquire trademarks, trade names, labels and designs relating to or useful in connection with any business of the Partnership, and to use, exercise, develop and license the use of the same; (h) To employ, on behalf of the Partnership, legal counsel; financial counsel; accountants; professional advisors; and Persons or entities for the operation and management of the business of the Partnership; -17- (i) To establish accounts and deposits and maintain funds in the name of the Partnership in banks or other financial institutions and to invest funds of the Partnership temporarily when not required for operation of its properties or distribution to the Partners, in short-term debt obligations, including without limitation obligations of federal and state governments, commercial paper and certificates of deposit of banks and other financial institutions; (j) To pay or reimburse any and all actual fees, costs and expenses incurred in the formation and organization of the Partnership; (k) To do all acts which are necessary, customary or appropriate for the protection and preservation of the Partnership's assets, including the establishment of reserves; (l) To loan money to, borrow money from and engage in transactions with Affiliates, subject to Sections 3.07 and 3.13; (m) To compromise, submit to arbitration, sue on, or defend claims in favor of or against the Partnership; and (n) In general, to exercise all of the general rights, privileges and powers permitted to be had and exercised by the provisions of the Act. SECTION 3.03. MANAGEMENT OF THE PARTNERSHIP. Subject to the limitations of this section, of Section 3.04 and of Section 3.09, the General Partner shall be responsible for the management of the Partnership's business and shall have full, exclusive and complete power and discretion, without the need for consent or approval of any other Partner, to make all decisions and to do all things which it deems necessary or desirable on behalf of the Partnership, including but not limited to the exercise of the powers specified in Section 3.02 on behalf of the Partnership. SECTION 3.04. LIMITATION ON POWERS. As between the Partners and subject to Section 2.03(c), no Partner shall: (i) Use the Partnership name or assets in any way except for the transaction of legitimate Partnership business or do any -18- act in contravention of these Articles of Partnership; or (ii) Do any act which would make it impossible to carry on the business of the Partnership. SECTION 3.05. NON-PARTICIPATION IN MANAGEMENT BY LIMITED PARTNERS. Except as specifically provided in this Agreement, no Limited Partner as such shall participate in the control or management of the business of the Partnership, nor act for and on behalf of the Partnership in any manner whatsoever. No Limited Partner shall be deemed to be participating in the management of the business of the Partnership merely by consulting with or advising the General Partner or any Affiliate or Subsidiary of the General Partner or by acting as an officer, director, employee, agent or shareholder of the General Partner or any Affiliate or Subsidiary of the General Partner or as an employee or agent of the Partnership or any Subsidiary of the Partnership. SECTION 3.06. TIME TO BE DEVOTED TO BUSINESS. The General Partner and its employees and agents shall devote such time to the Partnership's business as the General Partner determines to be reasonably necessary to manage and supervise the Partnership's business and affairs in an efficient manner. Nothing in this Agreement shall preclude the employment, at the expense of the Partnership, of any agent or third party to manage or provide other services with respect to the Partnership's business, subject to the control of the General Partner. Unless otherwise provided in a writing executed by the General Partner, any such employment, or any appointment of any agent or authorization by the General Partner shall in all cases be subject to immediate termination upon written notice by the General Partner. SECTION 3.07. DEALINGS WITH RELATED ENTITIES. (a) A Partner or any Affiliate of a Partner may contract or otherwise deal with the Partnership for the purchase or sale of goods, property or services or for other purposes, and the Partnership shall have the power to so contract or deal, if the transaction is in the best interests of DRE and its shareholders. The requirements of this subsection shall be deemed to be satisfied with respect to any contract or dealing -19- for which the approval of the Unaffiliated DRE Directors has been obtained; however, the failure to obtain such approval shall not be evidence that such requirements are not otherwise satisfied. The validity of any transaction, agreement, or payment involving the Partnership and an Affiliate of a Partner otherwise permitted by this Agreement shall not be affected by reason of the relationship between the Partner and the Affiliate or the approval of the transaction, agreement, or payment by the Partner who is otherwise interested in or related to the Affiliate. Specifically, and not by way of limitation, the Partnership is permitted to contract or otherwise deal with Duke Realty, Steel Frame Erectors, Inc. and ITI-Duke Joint Venture. (b) If a Partner is employed by or retained by the Partnership in any capacity, compensation to such Partner shall be deemed to be for services rendered not in the Partner's capacity as a member of the Partnership, and it shall be treated for federal income tax purposes as a payment described by Section 707(a) of the Code. (c) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Duke Realty, DRE, Subsidiaries of the Partnership or the General Partner or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner, Duke Realty, DRE, or any of the Partnership's or the General Partner's Subsidiaries. (d) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, options, right of first opportunity arrangements and other conflict avoidance agreements with various Affiliates of the Partnership, DRE, the Limited Partners and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable. SECTION 3.08. OTHER BUSINESS. Subject to Section 3.09, nothing contained in this Agreement shall in any way or manner prohibit or restrict the right or freedom of any Partner, any Affiliate of any Partner or any other Person to conduct or participate in any business or activity individually or as a partner, shareholder or owner of any partnership, corporation or -20- other entity other than the Partnership without any obligation or accountability to the Partnership or any other Partner, even if such business or activity competes with the business of the Partnership; and subject to Section 3.09, any entity which includes as a partner, shareholder or other owner a Partner, any Affiliate of a Partner or any other Person shall have the right at any time to own and operate any business whatsoever other than the business of the Partnership, either individually or with one or more parties, and shall not be required to obtain the consent thereto by any other Partner or offer to any other Partner or the Partnership a participation therein. SECTION 3.09. RESTRICTION ON GENERAL PARTNER AND PARTNERSHIP ACTIVITIES. (a) Unless Special Partner Approval is obtained, the General Partner shall not engage in any of the following activities: (i) Directly or indirectly enter into or conduct any business, other than in connection with the ownership, acquisition and disposition of a Partnership Interest, the management of the business of the Partnership and Duke Construction Limited Partnership, and such activities as are incidental thereto. (ii) Own any assets other than its Partnership Interest, interests in entities which are entirely owned, directly or indirectly, by one or both of the General Partner and the Partnership, and such bank accounts or similar instruments as it deems necessary to carry out its responsibilities contemplated under this Agreement. (iii) Issue equity securities to or permit any of its equity securities to be owned by any Person other than DRE. (b) Notwithstanding anything to the contrary herein, the Partnership shall not, without Special Partner Approval, effect or enter into an agreement to effect a voluntary sale, exchange or other disposition by merger, consolidation or otherwise -21- (other than a disposition occurring upon a financing or refinancing by the Partnership) of all or substantially all of the assets of the Partnership in a single transaction or a series of related transactions. (c) Notwithstanding anything to the contrary herein, (i) the Partnership shall not take, refrain from taking, or be required to take any action which, in the judgment of the General Partner, in its sole and absolute discretion, (A) could adversely affect the ability of DRE to continue to qualify as a REIT, (B) subject to clause (A), could adversely affect the classification of the Partnership or any partnership which is an Affiliate of the Partnership as a partnership for tax purposes, (C) could subject DRE to any additional taxes under Section 857 or Section 4981 of the Code, or (D) could violate any law or regulation of any governmental body or agency having jurisdiction over the General Partner or its securities, unless such action (or inaction) shall have been specifically consented to by the General Partner in writing; and (ii) the Partnership, when deemed necessary by the General Partner in its sole and absolute discretion to continue DRE's qualification as a REIT, shall be required to make distributions to its Partners, whether funded by available cash revenues, borrowings or any other means, which are sufficient in amount to enable DRE to meet the REIT distribution requirements contained in Code Section 857(a). SECTION 3.10. INDEMNIFICATION. (a) Each Person who is now or in the future (i) the General Partner, or (ii) an officer, director, shareholder, or Affiliate of the General Partner, or (iii) an officer, employee or agent of the Partnership, or (iv) any such Person's successors and assigns, shall be indemnified by the Partnership against expenses (including, but not limited to, attorneys' fees, related disbursements and removal of any liens affecting any property of the indemnitee), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by such Person in connection with any action, suit or proceeding to which such Person may be made a party by reason of being, or having been, (i) the General Partner or (ii) an officer, director, shareholder, employee, agent or Affiliate of the General Partner, or (iii) an officer, employee or agent of the Partnership, or (iv) any such Person's successor or assign (whether or not continuing to be such at the time of incurring such expense), if such Person acted in good faith and in a -22- manner reasonably believed by such Person to be in, or at least not opposed to, the best interests of the Partnership, and, with respect to any criminal action or proceeding, such Person had either reasonable cause to believe his or its conduct was lawful or had no reasonable cause to believe his or its conduct was unlawful. An action shall be conclusively presumed to have been reasonably believed by a Person to be in, or at least not opposed to, the best interests of the Partnership if it was reasonably believed by such Person to be in, or at least not opposed to, the best interests of DRE or its Shareholders. The termination of any proceeding by judgment, order or settlement does not create a presumption that the indemnitee did not meet the requisite standard of conduct set forth in this Section 3.10(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the indemnitee acted in a manner contrary to that specified in this Section 3.10(a). If a judgment, order, settlement or any other document which terminates a proceeding does not indicate whether the indemnitee met the requisite standard of conduct set forth in this Section 3.10(a), such determination shall be made by independent legal counsel unless the disinterested Unaffiliated DRE Directors decide otherwise. Any such indemnification shall be limited to the assets of the Partnership and shall not impose any personal liability upon any Partner. This provision is intended to provide such indemnification as is permitted under Indiana law; it shall not operate to indemnify any person in any case in which such indemnification is for any reason contrary to law. (b) Reasonable expenses incurred by an indemnitee who is a party to a proceeding may be paid or reimbursed by the Partnership in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the indemnitee of the indemnitee's good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 3.10 has been met, and (ii) a written undertaking by or on behalf of the indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. (c) The indemnification provided by this Section 3.10 shall be in addition to any other rights to which an indemnitee -23- or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an indemnitee who has ceased to serve in such capacity. (d) The Partnership may purchase and maintain insurance, on behalf of any potential indemnitee and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. (e) For purposes of this Section 3.10, the Partnership shall be deemed to have requested a Person to serve as fiduciary of an employee benefit plan, and such Person shall be deemed to be within the class of indemnitees in subsection (a), whenever the performance by the Person of the Person's duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of Section 3.10(a); and actions taken or omitted by the indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. (f) In no event may an indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. (g) An indemnitee shall not be denied indemnification in whole or in part under this Section 3.10 because the indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (h) The provisions of this Section 3.10 are for the benefit of the indemnitees and their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. -24- SECTION 3.11. VOTING RIGHTS OF LIMITED PARTNERS. (a) Subject to subsection (b), the following matters require Special Partner Approval: (i) The matters described in Section 3.03(c) relating to a disposition of all or substantially all of the Partnership's assets. (ii) Permitting the General Partner to engage in the actions described in Section 3.09. (iii) Causing a dissolution of the Partnership as described in Section 6.01(d). (iv) Amending this Agreement as described in Section 9.05(b). (b) The parties intend that the exercise of any rights granted to the Limited Partners by this Agreement shall be deemed action affecting only the agreement among the Partners and not an action affecting the management and control of the business or otherwise inconsistent with the Act. The exercise of any rights of the Limited Partners under this Section shall, at the option of the General Partner, be conditioned upon the prior receipt by the General Partner of an opinion of legal counsel for the Partnership, satisfactory in form and substance to the General Partner, to the effect that such exercise will not have a material adverse federal or state income tax or other material adverse legal impact on the Partnership. A Limited Partner may, however, and shall be permitted to exercise any rights granted to the Limited Partners by this Agreement relating to management and control of the business notwithstanding any adverse effect on such Limited Partner. SECTION 3.12. APPROVAL PROCEDURES. Any matter requiring the consent or approval of all or any portion of the Limited Partners shall be deemed to be approved if Limited Partners entitled to vote thereon holding the requisite Partnership Interests consent in writing pursuant to the terms of this Agreement to the proposed action. SECTION 3.13. LOANS TO AND FROM THE PARTNERSHIP. In the event that additional funds are required by the Partnership, one -25- or more Partners (or any Affiliate thereof) may, at the option of the General Partner, loan such funds to the Partnership. Each such loan shall be made upon terms and conditions no less favorable to the Partnership than those upon which a commercial lending institution would make such a loan to an entity with financial and business characteristics similar to the Partnership. The Partnership may loan funds to the General Partner or DRE only to the extent (i) such funds are needed by DRE to make distributions to its shareholders (A) required for DRE to qualify as a REIT or to avoid being subject to income or excise taxes under the Code or (B) to avoid decreasing DRE's customary level of dividends to its shareholders if maintaining such level of dividends through receipt of distributions from Duke Realty or the Partnership at any time prior to December 31, 1995 might result in treatment of such a distribution as a sale of property by a Limited Partner under Section 707 of the Code, (ii) DRE cannot satisfy its need for such funds from Duke Realty, and (iii) the Partnership cannot then satisfy DRE's need for such funds by making distributions of Distributable Cash either because sufficient Distributable Cash cannot reasonably be made available or because a distribution of Distributable Cash at any time prior to December 31, 1995 by Duke Realty or the Partnership might be treated as a sale of property under Section 707 of the Code. Any such loan shall be repaid (with distributions of Distributable Cash to Affiliates of DRE or otherwise) as soon as possible, shall have a maximum term of one (1) year and shall be made on other terms and conditions no less favorable to the Partnership than those upon which a commercial lending institution would make such a loan to an entity with financial and business characteristics similar to the General Partner or DRE, as applicable. To the extent that the Partnership loans funds to the General Partner or DRE pursuant to this section, the Partnership may also, at the option of the General Partner, loan to any other Limited Partner funds in an amount up to the amount loaned to the General Partner or DRE times the ratio of such Limited Partner's Percentage Share to the General Partner's Percentage Share, on the same terms as the loan to the General Partner or DRE, as applicable. SECTION 3.14. REIMBURSEMENT OF EXPENSES. (a) Except as provided in this Section 3.14 and elsewhere in this Agreement (including the provisions of Article IV regarding distributions, payments, and allocations to which it -26- may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all expenses it incurs in connection with the business of the Partnership. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 3.10 hereof. (c) The General Partner shall also be reimbursed for all expenses it incurs relating to the organization of the Partnership and the General Partner. SECTION 3.15. GENERAL MANAGER AND ASSISTANT GENERAL MANAGER. (a) The General Partner may in its discretion appoint (or remove) a General Manager and one or more Assistant General Managers of the Partnership in accordance with this section, any of whom, acting alone, shall have full power and authority to bind the Partnership as agent of the Partnership in any manner as provided in this Agreement. Such an appointment and grant of authority shall not constitute the General Manager or any Assistant General Managers a Partner under this Agreement nor relieve the General Partner from liability or responsibility for the acts of any General Manager or Assistant General Manager. (b) A General Manager or Assistant General Manager acting alone shall have the full power and authority to execute any and all documents on behalf of the Partnership including, but not limited to, contracts, notes, mortgages, deeds and leases for and on behalf of the Partnership which, when so executed and delivered, shall be binding upon the Partnership. Any Person dealing with the Partnership may rely on the authority of the General Manager and Assistant General Managers as described herein, and upon the certification of the General Partner as to the identity of the General Manager or any Assistant General Manager, and need not inquire further into the authority or incumbency of such Person. (c) The General Partner may appoint or remove any Person as General Manager or Assistant General Manager by giving -27- written notice thereof to the Partners. In the event of the death, incapacity or adjudication of incompetence of a General Manager or an Assistant General Manager, such Person shall be deemed removed from such position without further action by the General Partner. (d) The appointment of a General Manager or Assistant General Manager shall not change the authority of the General Partner to execute documents on behalf of the Partnership as provided in this Agreement or under the Act. A General Manager or Assistant General Manager may execute documents in the following manner (or in any other manner which clearly indicates that the General Manager or Assistant General Manager is acting for the Partnership as its agent): DUKE REALTY SERVICES LIMITED PARTNERSHIP By: --------------------------- [Assistant] General Manager (e) A General Manager or Assistant General Manager shall not be personally liable for any liabilities or obligations of the Partnership solely as a result of holding the position of General Manager or Assistant General Manager. ARTICLE IV CAPITAL CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS SECTION 4.01. CAPITAL CONTRIBUTIONS. (a) At the time of the execution of this Agreement, the General Partner shall make a Capital Contribution of $111,000 in cash. (b) At the time of the execution of this Agreement, Duke Realty shall make a Capital Contribution of $1,000,000 in cash. (c) At the time of the execution of this Agreement, DMI shall make a Capital Contribution of all of its right, title and interest in and to the tangible and intangible assets specified in the Contribution Agreement of even date herewith by and between the Partnership and DMI, subject to the obligations and -28- liabilities of DMI associated therewith or as listed in such Contribution Agreement and subject to a promissory note to a financial institution in the principal amount of $20,000,000, all of which Capital Contribution is assigned by the Partners an agreed net fair market value of $10,000,000.00, and the Partners agree to credit DMI's Capital Account by this amount. (d) From and after the date hereof, except as provided in subsections (a), (b) and (c) and in Sections 4.02(c) and 4.08, the Partners shall not be obligated to make further contributions to the Partnership. SECTION 4.02. DISTRIBUTABLE CASH. (a) Distributions of Distributable Cash shall be declared and accrued as of the last day of each calendar quarter of each taxable year or more frequently by the General Partner in its sole discretion though not actually distributed to the Partners until such date as the General Partner so determines with respect to such quarter or more frequent period as follows: (1) To the Partners pro rata in accordance with their Percentage Shares up to the amount for each Partner of such Partner's Annual Preferred Return for the current fiscal year; (2) To the Partners pro rata in accordance with their Percentage Shares up to the amount for such Partner of any Annual Preferred Return of such Partner respecting a prior fiscal year which was not distributed to such Partner; and (3) Thereafter, to the Partners, in accordance with their Secondary Percentage Shares. (b) Notwithstanding subsection (a), if the Partnership reallocates Gross Income pursuant to Section 4.04(a)(4), the Partnership in the second subsequent tax year shall reallocate a corresponding amount of Distributable Cash in the same manner. (c)(1) Notwithstanding subsection (a), if for a fiscal year of the Partnership (a "Loss Year"), the Gross Expenses of the Partnership exceed the Gross Income of the Partnership for such year (such excess being referred to as the "Loss") and at the end of none -29- of the four succeeding fiscal years of the Partnership does the aggregate amount of Gross Income in excess of Gross Expenses of the Partnership allocated under Section 4.04(a)(1)(A) to the General Partner and DMI offset such Loss, then the Partnership shall reallocate the distribution of Distributable Cash or, if there is insufficient Distributable Cash, require the General Partner and DMI to contribute cash to the Partnership, in an amount equal to the lesser of (1) the amount of the Loss and (2) the excess of the amount of the Loss plus the aggregate Gross Expenses allocated to the General Partner and DMI for such four fiscal year period over the aggregate Gross Income allocated to the General Partner and DMI under Section 4.04(a)(1) for such four year period. (c)(2) If the distribution of Distributable Cash is reallocated or the General Partner and DMI are required to contribute cash to the Partnership pursuant to subsection (c)(1), and in any subsequent year the allocation to DMI and the General Partner of Gross Income for such year exceeds the Gross Expenses allocable to DMI and the General Partner for such year, then notwithstanding subsection (a), distributions of Distributable Cash in an amount up to such excess Gross Income for such year (provided that, in such an event, such amount of excess Gross Income shall not also offset any prior year Loss for purposes of calculations made under subsection (c)(1)) shall first be made 99% to DMI and 1% to the General Partner until the aggregate amount of cash distributed to each Partner under this subsection (c)(2) for all fiscal years of the Partnership equals the aggregate amount of cash reallocated away from such Partner or the aggregate amount of cash contributed by such Partner pursuant to subsection (c)(1) for all fiscal years of the Partnership and not previously restored to such Partner pursuant to this subsection (c)(2) for all fiscal years of the Partnership. -30- SECTION 4.03. DISTRIBUTIONS FROM TERMINATING CAPITAL TRANSACTION. After the occurrence of a Terminating Capital Transaction, all cash of the Partnership from all sources shall be applied and distributed in the following order, after adjusting Capital Accounts for all Distributions under Section 4.02 and all allocations of Gross Income and Gross Expenses: (a) To the payment of debts and liabilities of the Partnership deemed appropriate by the General Partner to pay at that time in the order of priority as provided by law (other than those to Partners) including the expenses of or relating to sale, refinancing, exchange, condemnation, destruction or other disposition of assets of the Partnership; (b) To the setting up of such reserves as are reasonably necessary for any contingent liabilities or obligations of the Partnership or for the operation of the Partnership, as determined solely by the General Partner in good faith; (c) To the payment of debts and liabilities of the Partnership to the Partners other than in respect to the balances in the Capital Accounts of Partners; and (d) To the Partners in accordance with the positive balances in their Capital Accounts. SECTION 4.04. ALLOCATION OF GROSS INCOME AND GROSS EXPENSES. (a) After giving effect to the allocations set forth in Section 4.05 hereof, for each fiscal year of the Partnership (as defined in Section 5.01) or portion thereof: (1) Gross Income shall be allocated: (A) 99% to DMI and 1% to the General Partner to the extent that the aggregate amount of Gross Expenses allocated to the Partners pursuant to subsection (a)(2) during the term of the Partnership exceeds the aggregate amount of Gross Income allocated to the Partners pursuant to this subsection (a)(1)(A) during the term of the Partnership (excluding from this calculation any Gross Income which may be reallocated pursuant to subsection (a)(4)); (B) to the Partners in accordance with their Percentage Shares to the extent of the excess of the sum of the cumulative Annual Preferred -31- Return for all fiscal years of the Partnership, whether or not actually distributed, over the amounts of Gross Income allocated in all prior fiscal years pursuant to this subsection (a)(1)(B); and (C) the balance, if any, to the Partners in accordance with their Secondary Percentage Shares. (2) All Gross Expenses shall be allocated 99% to DMI and 1% to the General Partner. (3) In the event any grant of Units in Duke Realty by DMI to former employees as deferred compensation is required to be treated as a deduction of the Partnership and not of DMI, all Gross Expenses related to such compensation shall be allocated to DMI, and any Gross Income from the issuance of such Units shall be allocated to DMI. (4) Notwithstanding the foregoing, in no event shall the Partnership allocate to Duke Realty and the General Partner an amount of Gross Income in any taxable year that would result in DRE receiving an amount of Gross Income attributable to the Partnership, which is not specified in Code Section 856(c)(2) as qualifying income, in excess of 4-1/2% of its aggregate Gross Income from all sources for such taxable year; instead, the Partnership shall reallocate any such excess Gross Income from Duke Realty to DMI. (b) In connection with any Terminating Capital Transaction treated as an installment sale, Gross Income or Gross Expenses shall, for purposes of adjusting the Partners' respective Capital Accounts, be allocated under the foregoing provisions of this section as though the principal amount of the deferred obligation were received in full at the time of sale. In connection with any Terminating Capital Transaction properly treated as an installment sale under the Code, the portion of the Gross Income or Gross Expenses in each installment allocable to a given Partner shall, for federal income tax purposes, be in proportion to the Partner's total share of Gross Income or Gross Expenses from the Terminating Capital Transaction allocated to the Partner pursuant to the foregoing provisions of this section. -32- (c) For purposes of this Section 4.04, the determination of a Partner's Capital Account shall be made without taking into account any liabilities treated as a contribution of money pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(c) (if the Partnership's payment of such liabilities would be treated as a distribution of money pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(c)). (d) All allocations to specified groups of Partners under this Article shall be made in accordance with their respective Percentage Shares or Secondary Percentage Shares, as applicable. SECTION 4.05. REGULATORY ALLOCATIONS. (a)(i) MINIMUM GAIN CHARGEBACK. Notwithstanding any other provision of this Article IV, if there is a net decrease in Partnership Minimum Gain during any fiscal year, each Partner shall be allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain determined in accordance with Section 1.704-2(g) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Section 1.704-2(f) of the Treasury Regulations. This Section 4.06(a)(i) is intended to comply with the minimum gain chargeback requirements in such Section of the Treasury Regulations and shall be interpreted consistently therewith. Where such a chargeback would cause a distortion of the intended distributions upon liquidation of the Partnership and it is not expected that the Partnership will have sufficient items of income, gain, loss and deduction to correct such distortion, the Partnership shall apply for a waiver of the minimum gain chargeback requirement in accordance with Section 1.704-2(f) of the Treasury Regulations. -33- (ii) PARTNER MINIMUM GAIN CHARGEBACK. Notwithstanding any other provision of this Article IV except Section 4.05(a)(i), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to the portion of such Partner's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. This Section 4.05 (a)(ii) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations and shall be interpreted consistently therewith. (b) QUALIFIED INCOME OFFSET. In the event any Partner would be allocated Gross Expenses or other items of deduction or Code Section 705(a)(2)(B) Expenditures hereunder or unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations which would result in an Adjusted Capital Account deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.05(b) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.05(b) were not in the Agreement. -34- (c) NONRECOURSE DEDUCTIONS. Nonrecourse Deductions for any fiscal year or other period shall be allocated among the Partners in accordance with their Percentage Shares as of the end of such fiscal year or other period. (d) PARTNER NONRECOURSE DEDUCTIONS. Any Partner Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i) of the Treasury Regulations. (e) SECTION 743 ADJUSTMENTS. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations. (f) CURATIVE ALLOCATIONS. Any allocations of items of income, gain, loss, Code Section 705(a)(2)(B) Expenditures or deduction made pursuant to Sections 4.05(a), 4.05(b), 4.05(d) and 4.05(e) hereof shall be taken into account for the purpose of equitably adjusting subsequent allocations of income, gain, loss, Code Section 7.05(a)(2)(B) Expenditures and deduction among the Partners so that, to the extent possible, the net allocations in the aggregate, allocated to each Partner pursuant to this Article IV and the Capital Accounts of each Partner, shall as quickly as possible and to the extent possible consistent with the requirements of Sections 4.05(a), 4.05(b), 4.05(d) and 4.05(e) be the same as if no allocations had been made under those sections. For purposes of applying the foregoing sentence, allocations pursuant to this Section 4.05(f) shall only be made with respect to allocations pursuant to Section 4.05(e) hereof to the extent the Tax Matters Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. -35- (g) ADJUSTMENTS ARISING FROM RELATED PARTY TRANSACTIONS. Whenever under Code Section 267(d), the Partnership realizes a gain, all or part of which is not recognized due to a prior disallowance of loss under Code Section 267(a) arising out of a transfer of property to the Partnership from a Partner or related party to such Partner (such Partner referred to herein as "Affected Partner"), other items of income or gain of the Partnership in an amount equal to the unrecognized gain shall be reallocated away from the Affected Partners and shall be allocated to Partners receiving the economic benefit associated with the corresponding nonrecognition of gain. If there exists insufficient income or gain in a taxable year, then income or gain from succeeding taxable years shall be reallocated until an amount of income or gain equal to the unrecognized gain has been reallocated. If as the result of the application of Code Section 267, the aggregate Capital Accounts of the Partners are not equal to the amount of Partnership capital, then pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(q), the Capital Accounts of the Affected Partners shall be adjusted accordingly to maintain equality between Capital Accounts and capital of the Partnership and to conform with the underlying economic arrangement of the Partners. This Section 4.05(g) is intended to equitably adjust allocations of income, gain, loss, Code Section 705(a)(2)(B) Expenditures and deductions among the Partners so that, to the extent possible, the net allocations in the aggregate, allocated to each Partner pursuant to this Article IV and the Capital Accounts of each Partner, shall as quickly as possible and to the extent possible, be the same as if the distortions created by Code Section 267 had not occurred. (h) The Tax Matters Partner shall have reasonable discretion, with respect to each Partnership fiscal year, to (i) divide all allocations pursuant to Section 4.05(f) hereof among the Partners in a manner that is likely to minimize such economic distortions, and (ii) request that the Commissioner of the Internal Revenue Service waive the chargeback allocations of Partnership Minimum Gain or Partner Minimum Gain, or both for such fiscal year if: (1) such allocation would cause a distortion in the economic arrangement among the Partners, (2) the Tax Matters Partner does not expect that the Partnership will have sufficient other income to correct that distortion, (3) with respect to the chargeback allocations of Partnership Minimum Gain, the Tax Matters Partner can demonstrate the facts required by Treasury Regulations Section 1.704-2(f)(4), and (4) with respect to the chargeback allocations of Partner Minimum -36- Gain, the Tax Matters Partner can demonstrate the facts required by rules consistent with Treasury Regulations Section 1.704-2(f)(4). SECTION 4.06. OTHER ALLOCATION RULES. Solely for purposes of determining a Partner's proportionate share of the "excess nonrecourse liabilities" of the Partnership within the meaning of Section 1.752-3(a)(3) of the Treasury Regulations, such excess nonrecourse liabilities shall be allocated among the Partners in proportion to their respective Percentage Shares. SECTION 4.07. TAX ALLOCATIONS; CODE SECTION 704(c). (a) In the event any Partnership property is reflected on the books of the Partnership at a book value that differs from the adjusted tax basis of such property at the time of its contribution to the Partnership or its revaluation pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), respectively, income, gain, loss, and deduction with respect to such property shall, solely for tax purposes, be allocated among the Partners in the manner required by Code Section 704(c) and Treasury Regulations Section 1.704-1(b)(4)(i). Consistent with the foregoing, depreciation, amortization or other cost recovery deductions shall be allocated in accordance with the traditional method contained in proposed Section 1.704-3(b) of the Treasury Regulations or any similar succeeding applicable provision. For purposes of allocating the Partnership's earnings and profits to corporate Partners, depreciation, amortization and cost recovery deductions used in determining earnings and profits shall be allocated among the Partners in the same manner as allocations of depreciation, amortization and other cost recovery deductions for regular tax purposes, adjusted for differences in earnings and profits bases and depreciation periods. (b) In the event the Partnership realizes gain which is not recognized pursuant to Code Section 267(d), such gain shall be allocated to Affected Partners solely for tax purposes. The intent of this provision is to ensure that the taxable basis of each Affected Partner is maintained in a manner so that each Affected Partner recognizes his appropriate share of distributions, gain and loss as intended by the Partners in this Agreement as if the distortions created by Code Section 267 had not occurred. -37- (c) Any elections or other decisions relating to such allocations shall be made by the Tax Matters Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 4.07 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Person's Capital Account or share of Gross Income, Gross Expenses, other items, or distributions pursuant to any provision of this Agreement. SECTION 4.08. DEFICIT MAKE-UP OBLIGATION. In the event after liquidation of the Partnership and the allocation of liquidation proceeds pursuant to Article VIII, the General Partner or DMI has a negative balance in its Capital Account, such Partner shall contribute to the Partnership within the time limits specified by Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(3) an amount equal to such negative amount which shall be used to pay creditors of the Partnership and the balance of which shall be distributed to the other Partners in accordance with the positive balances in their Capital Accounts. SECTION 4.09. GENERAL PROVISIONS. In the event of an increase or a decrease in the interest of a Partner at any time after the Partnership's initial fiscal quarter other than at the end of a fiscal quarter of the Partnership, the share of the Gross Income and Gross Expenses and the Distributable Cash of the Partnership shall be allocated among the Persons whose shares are changed as determined by the General Partner pursuant to Code Section 706(d). SECTION 4.10. NO INTEREST ON CAPITAL ACCOUNTS. No Partner shall be entitled to receive any interest from the Partnership on account of the amount of its Capital Account. SECTION 4.11. DISTRIBUTION OF PROPERTY. Unless the Partners otherwise agree, in the event it becomes necessary to make a Distribution of Partnership property in kind, then such property shall be transferred and conveyed to the Partners, or their assigns, so as to vest in each of them as a tenant-in-common, a percentage interest in the whole of said property equal to the percentage interest he would have received had such property not been distributed in kind. SECTION 4.12. RETURN OF CAPITAL CONTRIBUTION. Except as provided in this Agreement, no Partner shall be entitled to -38- withdraw any part of its Capital Contribution or to receive any Distributions from the Partnership. No Partner shall have the right to demand or receive property other than cash in return for its Capital Contribution; and if upon dissolution the Partnership property remaining after the payment or discharge of debts and liabilities of the Partnership is insufficient to return said contributions, no Limited Partner shall have any recourse against the General Partner or any other Limited Partner. SECTION 4.13. RESTRUCTURING OF PARTNERSHIP. In the event the Unaffiliated DRE Directors reasonably determine that Gross Income will be reallocated among the Partners pursuant to Section 4.04(a)(4), the Partnership shall be restructured in a manner mutually agreed upon by the Partners which will as much as possible retain the economic benefits each Partner would have received absent the reallocations pursuant to Section 4.04(a)(4). ARTICLE V ACCOUNTING, REPORTING AND HOLDING OF ASSETS SECTION 5.01. FISCAL YEAR. The fiscal year of the Partnership shall be the calendar year. SECTION 5.02. RECORDS, ACCOUNTING AND REPORTS. (a) The books of account and records of the Partnership shall be located at such place as may be specified by the General Partner and shall be kept and maintained on an accrual basis in accordance with generally accepted accounting principles. (b) Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form of, punch cards, magnetic tape, photographs, micrographics or any other information storage device; PROVIDED THAT the records so maintained are convertible into clearly legible written form within a reasonable period of time. (c) As soon as practicable, but in no event later than one hundred five (105) days after the close of each Partnership -39- Year, the General Partner shall cause to be delivered to each Limited Partner as of the close of the Partnership Year, an annual report containing financial statements of the Partnership, or of DRE if such statements are prepared on a consolidated basis with DRE, for such Partnership Year, presented in accordance with generally accepted accounting principles, such statements to be audited by a nationally recognized firm of independent public accountants selected by the General Partner. The mailing of copies of DRE's annual report on Form 10-K to the Limited Partners shall constitute compliance with this subsection. (d) As soon as practicable, but in no event later than sixty (60) days after the close of each calendar quarter (except the last calendar quarter of each year), the General Partner shall cause to be delivered to each Limited Partner as of the last day of the calendar quarter, a report containing unaudited financial statements of the Partnership, or of DRE, if such statements are prepared on a consolidated basis with DRE, and such other information as may be required by applicable law or regulation, or as the General Partner determines to be appropriate. The mailing of copies of DRE's quarterly report on Form 10-Q to the Limited Partners shall constitute compliance with this subsection. SECTION 5.03. RIGHT TO INSPECTION. (a) Each Partner or his duly authorized agent shall at all reasonable times have access to and the right at his expense to inspect and copy any of the books and records of the Partnership. (b) In addition to other rights provided by this Agreement or by the Act, and except as limited by subsection (d) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner's interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner's own expense: (i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by DRE pursuant to the Securities Exchange Act of 1934; -40- (ii) to obtain a copy of the Partnership's federal, state and local income tax returns for each Partnership Year; (iii)to obtain a current list of the name and last known business, residence or mailing address of each Partner; (iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (v) to obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner. (c) Notwithstanding any other provision of this Section 5.03, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or DRE, or (ii) the Partnership or DRE is required by law or by agreements with unaffiliated third parties to keep confidential. SECTION 5.04. HOLDING AND TRANSFER OF ASSETS. (a) All property, real or personal, owned by the Partnership shall be deemed to be owned by the Partnership as an entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and -41- warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; PROVIDED, however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership on its books and records, notwithstanding the name in which legal title to such assets is held. (b) Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it were the Partnership's sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership. SECTION 5.05. BANK ACCOUNTS. Funds of the Partnership may be deposited in its name in such bank account or accounts as shall be designated from time to time by the General Partner. -42- All withdrawals from Partnership accounts shall be made upon checks signed by or upon the authorization of the General Partner. The General Partner may designate one or more Persons to sign checks upon its authorization. SECTION 5.06. TAX STATUS; NOTICE OF TAX CONTROVERSY. The Partnership shall be treated and shall file its tax returns as a partnership for federal, state and municipal income tax and other tax purposes. If any Partner shall receive notice of a tax examination of the Partnership by federal, state or local authorities, it shall immediately give notice thereof to the General Partner. SECTION 5.07. TAX MATTERS PARTNER; TAX ELECTIONS; TAX RETURNS. (a) The General Partner is hereby designated as the Tax Matters Partner of the Partnership under Subchapter C of Chapter 63 as contained in subtitle F of the Code. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the Tax Matters Partner shall furnish the IRS with the name, address and profit interest of each of the Limited Partners; PROVIDED, however that such information is provided to the Partnership by the Limited Partners. (b) The Tax Matters Partner is authorized, but not required: (i) To enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a "tax audit" and such judicial proceedings being referred to as "judicial review"), and in the settlement agreement the Tax Matters Partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (A) who (within the time prescribed pursuant to the Code and -43- Regulations) files a statement with the IRS providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner, or (B) who is a "notice partner" (as defined in Section 6231 of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code); (ii) In the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a "final adjustment") is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Partnership's principal place of business is located; (iii) To intervene in any action brought by any other Partner for judicial review of a final adjustment; (iv) To file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (v) To enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and (vi) To take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review -44- proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Partner, and the provisions relating to indemnification of the General Partner set forth in Section 3.10 of this Agreement shall be fully applicable to the Tax Matters Partner in its capacity as such. (c) The Tax Matters Partner shall receive no compensation for its services. All third party costs and expenses incurred by the Tax Matters Partner in performing its duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm or legal counsel to assist the Tax Matters Partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. (d) The Tax Matters Partner has the authority to make or not to make any election permitted to be made by the Partnership under the Code. Without limiting the generality of the foregoing, the Tax Matters Partner is authorized to make an election on behalf of the Partnership under Section 754 of the Code. The General Partner shall have the right to seek to revoke any such election (including, without limitation, the election under Section 754 of the Code) upon the General Partner's determination in its sole and absolute discretion that such revocation is in the best interests of the Partners. (e) The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes. SECTION 5.08. TAX MATTERS PARTNER NOT LIABLE. The Tax Matters Partner shall not be liable to any Partner or the Partnership on account of any action taken or not taken so long -45- as it shall act in good faith in such capacity. Without limiting the generality thereof, the Tax Matters Partner shall be deemed to have acted in good faith in taking any action which benefits Partners holding at least [fifty percent (50%)] of the Partnership Interests, as determined by Percentage Shares. SECTION 5.09. WITHHOLDING. Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any amount of federal, state, local, or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Sections 1441, 1442, 1445, or 1446 of the Code. Any amount paid on behalf of or with respect to a Limited Partner shall constitute a loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited Partner within fifteen (15) days after notice from the General Partner that such payment must be made unless (i) the Partnership withholds such payment from a Distribution which would otherwise be made to the Limited Partner or (ii) the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be distributed to the Limited Partner. Any amounts withheld pursuant to the foregoing clauses (i) and (ii) shall be treated as having been distributed to such Limited Partner. Any tax credit available with respect to any withheld amount shall be allocated to the Partner with respect to whom such amount was withheld. Each Limited Partner hereby unconditionally and irrevocably grants to the Partnership a security interest in such Limited Partner's Partnership Interest to secure such Limited Partner's obligation to pay to the Partnership any amounts required to be paid pursuant to this Section 5.09. In the event that a Limited Partner fails to pay any amounts owed to the Partnership pursuant to this Section 5.09 when due, the General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on behalf of such defaulting Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner (including, without limitation, the right to receive Distributions). Any amounts payable by a Limited Partner hereunder shall bear interest at -46- the base rate on corporate loans at large United States money center commercial banks, as published from time to time in THE WALL STREET JOURNAL, plus four percentage points (but not higher than the maximum lawful rate) from the date such amount is due (I.E., 15 days after demand) until such amount is paid in full. Each Limited Partner shall take such actions as the Partnership or the General Partner shall request in order to perfect or enforce the security interest created hereunder. ARTICLE VI DISSOLUTION AND CONTINUATION OF PARTNERSHIP SECTION 6.01. DISSOLUTION. The Partnership shall be dissolved and, unless continued, its assets shall be disposed of and its affairs wound up upon the occurrence of any of the following events: (a) The expiration of the term in Section 1.03, including any extension thereof. (b) The withdrawal or dissolution of the General Partner. (c) Special Partner Approval and approval by the General Partner of a voluntary agreement at any time to dissolve the Partnership. (d) Entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act. (e) The sale or other disposition (other than a disposition occurring upon a financing or refinancing) of all or substantially all of the assets and properties of the Partnership. SECTION 6.02. DEEMED DISTRIBUTION AND RECONTRIBUTION. Notwithstanding any other provisions of this Article VI, in the event the Partnership is liquidated within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) but where the Partnership is continued, the Partnership's assets shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed its assets in kind to the Partners, and immediately thereafter the -47- Partners shall be deemed to have recontributed the property in kind to the Partnership without effecting any change in Percentage Shares or Secondary Percentage Shares or in the ownership of Partnership Interests as a result of such distribution and recontribution. SECTION 6.03 NOTICE OF DISSOLUTION. In the event a dissolution of the Partnership occurs pursuant to Section 6.01, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners. SECTION 6.04. CONTINUATION OF PARTNERSHIP. In the event of the dissolution or withdrawal of the General Partner, all powers granted to the General Partner shall terminate and a new General Partner may be selected within ninety (90) days of the date of dissolution and the business of the Partnership may be continued as a successor limited partnership with the approval of Limited Partners (other than the General Partner or DRE) holding more than 50% of the Percentage Shares held by Partners other than the General Partner or DRE. If the business of the Partnership is so continued, the successor limited partnership shall be governed by the terms and provisions of this Agreement. If the business of the Partnership is not so continued, the Partnership shall be liquidated in accordance with Article VIII. SECTION 6.05. EXTENSION OF TERM. The initial term of this Agreement as set forth in Section 1.03 shall be extended to December 31, 2068 if prior to the expiration of such initial term the extension is approved by Partners holding more than fifty percent (50%) of the Percentage Shares. ARTICLE VII TRANSFER OF UNITS AND CHANGES IN PARTNERS SECTION 7.01. GENERAL PARTNER TRANSFERS RESTRICTED. The General Partner shall not voluntarily withdraw from the Partnership or take any action described in item (B), (C) or (D) of the definition of "Bankruptcy" in Section 1.04, or make an Assignment of any of its Partnership Interest, or dissolve or liquidate, except as permitted by this Agreement or with Special Partner Approval. -48- SECTION 7.02. LIMITED PARTNER TRANSFERS RESTRICTED. (a) No Limited Partner shall make an Assignment of all or any portion of its Partnership Interest, or any of such Limited Partner's rights as a Limited Partner, without the prior written consent of the General Partner and, in the case of an Assignment by Duke Realty, of DMI, which consent may be given or withheld by the General Partner (and DMI, if applicable) in its sole and absolute discretion, except (i) pursuant to Section 7.03 or (ii) if a Limited Partner is a partnership, corporation or trust, the Limited Partner shall be permitted to distribute to any of its equity owners such equity owner's PRO RATA share of Partnership Interest (but any such distributee will have no right to become a Partner except with Special Partner Approval). (b) Notwithstanding the provisions of subsection (a), the Limited Partner may grant a bona fide security interest in its Partnership Interest, and such Partnership Interest may be assigned to the secured party pursuant to such a security interest; PROVIDED, HOWEVER, that (i) the secured party shall be an institutional lender (or an Affiliate of such a lender), and (ii) the secured party will have no right to become a Partner except with Special Partner Approval. (c) Any purported Assignment of a Partnership interest by a Limited Partner in violation of Section 7.02(a) shall be void AB INITIO and shall not be given effect for any purpose by the Partnership. SECTION 7.03. DUKE REALTY OPTION. (a) Duke Realty shall have an option (the "Duke Realty Option") to acquire the entire Partnership Interest of DMI at an option price (the "Option Price") equal to and in the form of 416,667 Duke Realty Units (subject to adjustment as provided in subsection (b) below) to be issued by Duke Realty to DMI, whereupon Duke Realty shall acquire DMI's Partnership Interest and shall be treated for purposes of this Agreement as the owner of such Partnership Interest. The Duke Realty Option may only be exercised if DMI is released from all obligations and liabilities respecting the Partnership or any assets or obligations of the Partnership and is indemnified by Duke Realty for all such obligations and liabilities to the same extent as described in Section 3.10. The Duke Realty Option shall be exercised by delivery by Duke Realty of a notice of exercise to -49- DMI specifying the number of Duke Realty Units comprising the Option Price and a date not less than ten (10) days from the date of delivery of the notice to DMI upon which the closing of the option exercise is to occur. Following exercise of the Duke Realty Option, payment of the Option Price to DMI, securing of any required release of DMI and execution by Duke Realty of an indemnification agreement as required by this section, DMI shall be deemed to have withdrawn as a Partner and this Agreement shall be deemed to have been amended to reflect such transfer, the withdrawal of DMI and the adjustment of the Percentage Shares and Secondary Percentage Shares of the Partners. (b) In case Duke Realty shall subdivide or reclassify the outstanding Duke Realty Units into a greater number of Duke Realty Units, the Option Price in effect at the opening of business on the day following the date fixed for the determination of Duke Realty Unit holders subject to such subdivision or reclassification shall be proportionately adjusted so that DMI shall be entitled to receive, upon exercise of the Duke Realty Option, the number of Duke Realty Units which it would have owned at the opening of business on the day following the date fixed for such determination had the Duke Realty Option been exercised and the Option Price been paid immediately prior to such time. (c) DMI agrees to execute such documents as Duke Realty may reasonably require in connection with the issuance of Duke Realty Units upon exercise of the Duke Realty Option. (d) Upon any dissolution of Duke Realty following which Duke Realty is liquidated rather than continued in business by its partners, DMI shall have an option (the "DMI Option") to cause DRE to acquire, and upon exercise of the DMI Option DRE shall acquire, the entire Partnership Interest of DMI at a price (the "Put Price") equal to and payable in a number of shares of DRE common stock determined by multiplying (i) 416,667 Duke Realty Units, adjusted as provided in subsection (b), times (ii) the "Exchange Ratio" then in effect pursuant to Section 7.07 of the Agreement of Limited Partnership of Duke Realty, as amended. The DMI Option shall be exercised by delivery by DMI of a notice of exercise to DRE specifying the number of shares of DRE common stock comprising the Put Price and a date not less than [ten (10)] days from the date of delivery of the notice to DRE upon which the closing of the option exercise is to occur. Upon closing of the DMI Option, -50- DMI shall be released from all obligations and liabilities respecting the Partnership or any assets or obligations of the Partnership and shall be indemnified by DRE for all such obligations and liabilities to the same extent as described in Section 3.10. Following exercise of the DMI Option, payment of the Put Price to DMI, release of DMI from obligations and liabilities as described in this subsection and execution by DRE of an indemnification agreement as described in this subsection, DMI shall be deemed to have withdrawn as a Partner. (e) Upon a determination by the Unaffiliated DRE Directors that payment of the Option Price in the form of Duke Realty Units could cause DRE to fail to qualify as a REIT, Duke Realty shall pay the Option Price in the form of an amount of cash equal to the "Current Market Price" (as defined in the Agreement of Limited Partnership of Duke Realty) of the number of shares of DRE common stock into which the Duke Realty Units comprising the Option Price could be exchanged pursuant to Section 7.07 of the Agreement of Limited Partnership of Duke Realty. Upon a determination by the Unaffiliated DRE Directors that payment of the Put Price in the form of shares of DRE common stock could cause DRE to fail to qualify as a REIT, DRE shall pay the Put Price in the form of an amount of cash equal to the "Current Market Price" (as defined in the Agreement of Limited Partnership of Duke Realty) of the number of shares of DRE common stock comprising the Put Price. (f) DRE shall at all times reserve and keep available for issuance upon the exercise of the DMI Option such number of shares of its authorized but unissued common stock as will be sufficient to permit the exercise of the DMI Option. All shares of DRE's common stock, when issued upon exercise of the DMI Option, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. SECTION 7.04. EFFECT OF TRANSFER. Any assignee or other transferee of any Partnership Interest or any interest therein shall take subject to the restrictions and conditions to transfer imposed by this Article. -51- ARTICLE VIII LIQUIDATION SECTION 8.01. LIQUIDATION DETERMINATION. In the event of dissolution where the Partnership is not continued pursuant to this Agreement or otherwise, the Partnership shall be liquidated. SECTION 8.02. LIQUIDATION PROCEDURE. A reasonable time, as determined by the General Partner, from the date of an event of dissolution shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities. Upon the completion of dissolution in accordance with the terms hereof, the Partnership shall terminate and the General Partner shall execute, acknowledge and cause to be filed a certificate of cancellation of the Partnership whereupon it shall cease to exist in all respects. In the event of a dissolution of the Partnership, liquidation of the assets of the Partnership and discharge of its liabilities may be carried out by a liquidation trustee or receiver, who shall be a bank or trust company or other person or firm having experience in managing, liquidating or otherwise handling property of the type then owned by the Partnership. Such liquidation trustee or receiver shall be designated by the General Partner (or in the absence of the General Partner, by the Limited Partners holding more than 50% of the Units). A liquidation trustee shall be not personally liable for the debts of the Partnership but otherwise shall have such obligations and authorities as are given the General Partner pursuant to this Agreement or as may be agreed upon between the Partners and said liquidation trustee. SECTION 8.03. ALLOCATION OF LIQUIDATION PROCEEDS. Upon liquidation of the Partnership, the liquidation proceeds shall be applied and distributed in the following manner and order of priority: (i) To the payment of liabilities of creditors other than Partners and to the expenses of liquidation; (ii) To the setting up of any reserves which the General Partner determines reasonably necessary for any contingent liabilities of the Partnership or of any Partner arising -52- out of or in connection with a Partnership liability, which revenues shall be paid over by the Partnership to an escrow agent or shall be held for the purpose of disbursing such reserves in payment of any such contingent liabilities and, at the expiration of such period as the General Partner shall deem advisable, the balance of which shall be distributed as otherwise provided in this section; (iii) To the payment of any liabilities to the Partners (other than Capital Accounts), arising out of or in connection with a Partnership liability, or if the amount available for such payment is insufficient, a PRO RATA portion thereof; and (iv) The remainder to the Partners in accordance with Section 4.03 of this Agreement. ARTICLE IX MISCELLANEOUS SECTION 9.01. NOTICE. All notices, elections, consents and approvals under this Agreement shall be in writing, and shall be effectively given to any Partner if delivered to the Partner or if mailed by certified mail, return receipt requested, to such Partner at the address provided to the General Partner. Any Partner may change his or its address for notice by giving notice of such change to the General Partner. SECTION 9.02. CONSTRUCTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. SECTION 9.03. ASSIGNS AND SUCCESSORS IN INTEREST. Except as otherwise provided herein, this Agreement shall be binding upon and shall run for the benefit of the parties executing this Agreement, and the personal representatives, heirs, legatees, devisees, assigns and successors in interest of the Partners. -53- SECTION 9.04. ASSIGNMENT. No Partner to this Agreement may Assign its Units or any right therein to any other Person except as expressly permitted by this Agreement. However, in the event of any Assignment of Units in accordance with the provisions of this Agreement, the Partners agree to execute such documents as may be necessary to effect such change, including required changes to this Agreement and the Certificate described in Section 9.06. SECTION 9.05. AMENDMENT. (a) The General Partner, without obtaining the consent of the other Partners, may amend this Agreement at any time, in its sole and exclusive discretion, but only to reflect: (i) A change in the name of the Partnership; (ii) A change in the principal place of business of the Partnership; (iii) The admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement, so long as any Person admitted or substituted as a Partner executes a written document agreeing to be bound by this Agreement; (iv) A change that (A) is of an inconsequential nature and does not adversely affect the Limited Partners or any assignees in any material respect or (B) is required by this Agreement; (v) A change to satisfy any requirements or conditions contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. (b) This Agreement may be otherwise amended with the consent of the General Partner and Special Partner Approval. Notwithstanding the preceding sentence, any amendment which would have any of the following effects must be consented to in writing by each Partner whose rights or obligations as expressly -54- provided in this Agreement are directly and adversely affected by such amendment: (i) Increase a Partner's obligation to contribute to the Partnership or decrease the Capital Account of a Partner; (ii) Alter the allocations of Gross Income and Gross Expenses; (iii) Alter the manner of computing Distributions; (iv) Alter the voting rights or status of Partners; (v) Alter or modify the Duke Realty Option as set forth in Section 7.03 and related definitions; or (vi) Alter the procedures for amending this Agreement. (c) Notwithstanding the foregoing, the unanimous consent of the Partners is required for any amendment which, in the opinion of counsel for the Partnership: (i) Is in violation of the provisions of the Act; or (ii) Would cause the Limited Partners to incur liability as general partners. (d) Amendments to this Agreement may be proposed by the General Partner or by a proposal in writing signed by Partners holding ten percent (10%) or more of the Percentage Shares, such proposal to be given to the General Partner and the other Partners at the addresses appearing in the records of the Partnership. (e) The General Partner shall provide written notice to the Limited Partners when any action under subsection (a) is taken. -55- SECTION 9.06. CERTIFICATE OF LIMITED PARTNERSHIPP. The Partnership shall file a Certificate of Limited Partnership in such office or offices in such jurisdiction or jurisdictions where such a filing is required by applicable law or deemed desirable by the General Partner. In the event of any change requiring the cancellation or amendment of such certificate under the Act or such other applicable law, the General Partner shall cause the certificate to be cancelled or amended in accordance with law by an appropriate filing, without the necessity of first obtaining the prior consent of the other Partners. SECTION 9.07. FURTHER ASSURANCES. The Partners will execute and deliver such further instruments and do such further acts and things as may be necessary to carry out the intent and purpose of this Agreement. SECTION 9.08. WARRANTIES OF REPRESENTATIVES. Each Person executing this Agreement on behalf of a party hereto represents and warrants that he has been fully empowered to execute this Agreement, and that all necessary action for the execution of this Agreement has been taken. SECTION 9.09. COMPUTATION OF TIME. In computing any period of time pursuant to this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event the period shall run until the end of the next day that is not a Saturday, Sunday or legal holiday. SECTION 9.10. CAPTIONS. Article and section titles or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. SECTION 9.11. IDENTIFICATION. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural; and the masculine gender shall include the feminine and neuter genders. SECTION 9.12. COUNTERPARTS. This Agreement may be executed in any number of counterparts or by separate signature pages identified as such and all of such counterparts or -56- signature pages shall for all purposes constitute an agreement binding on the parties hereto, notwithstanding that all parties are not signatory to the same counterpart or signature page. SECTION 9.13. PARTNERS' CAPABILITY. Anything in this Agreement to the contrary notwithstanding, no Partner, or any Assignee of the interests thereof, shall be a Person or organization prohibited by law from becoming such. Any assignment of an interest in the Partnership to any Person or organization not meeting such standard shall be void and ineffective and shall not bind the Partnership. SECTION 9.14. SEVERABILITY. If any provision of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement will continue in full force and effect so far as the intent of the parties can be carried out. SECTION 9.15. APPROVAL OR CONSENT. Except as otherwise provided herein, any approval or consent required in this Agreement by Partners shall be deemed given upon the affirmative vote at a meeting, or the execution of a written ballot or consent form indicating consent, by Partners holding more than fifty percent (50%) of the Percentage Shares. The term "consent" shall comprise the word "approve" as used in the Act. SECTION 9.16. MEETINGS. Meetings of the Partnership may be called by the General Partner and shall be called by the General Partner upon the written request of the Partners holding more than ten percent (10%) of the Percentage Shares. SECTION 9.17. CONSENT OF PARTNERS AND ASSIGNEES. By acceptance of a Partnership Interest, each Partner and each assignee expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners, and each such Partner and assignee shall be bound by the results of such action. SECTION 9.18. LIMITATION ON BENEFITS OF THIS AGREEMENT. It is the explicit intention of the Partners that no Person other than the Partners and the Partnership (and, to the extent provided in Section 3.10, the Persons entitled to be indemnified thereunder) is or shall be entitled to bring any action by or on behalf of the Partnership to enforce any provision of this -57- Agreement against any Partner (or its successors and assigns) or the Partnership, and that the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the Partners (or their respective successors and assigns as permitted hereunder) and the Partnership (and, to the extent provided in Section 3.10, the Persons entitled to be indemnified thereunder). -58- IN WITNESS WHEREOF, the parties hereto have executed this Second Amended and Restated Agreement of Limited Partnership as of the 30th day of September, 1994. GENERAL PARTNER: DUKE SERVICES, INC. By: /s/ John W. Wynne ---------------------------------- John W. Wynne Chairman of the Board LIMITED PARTNERS: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY INVESTMENTS, INC., General Partner By: /s/ John W. Wynne ---------------------------------- John W. Wynne Chairman of the Board DMI PARTNERSHIP By: DUKE MANAGEMENT, INC., General Partner By: /s/ Darell E. Zink, Jr. ---------------------------------- Darell E. Zink, Jr. Secretary -59- DRE: DUKE REALTY INVESTMENTS, INC., solely with respect to its obligations under Section 7.03 herein By: /s/ John W. Wynne ---------------------------------- John W. Wynne Chairman of the Board -60- EX-10.13 4 EXHIBIT 10.13 1995 KEY EMPLOYEES' STOCK OPTION PLAN OF DUKE REALTY INVESTMENTS, INC. ARTICLE I INTRODUCTION 1.1. PURPOSE. The 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (the "Plan") is designed to promote the interests of the Company and its Subsidiaries by encouraging their officers and key employees, upon whose judgment, initiative and industry the Company and its Subsidiaries are largely dependent for the successful conduct and growth of their businesses, to continue their association with the Company and its Subsidiaries by providing additional incentive and opportunity for unusual industry and efficiency through stock ownership, and by increasing their proprietary interest in the Company and their personal interest in its continued success and progress. The Plan provides for the granting of (i) incentive stock options ("ISO's") and (ii) nonqualified stock options ("NSO's"). 1.2. EFFECTIVE DATE AND DURATION. The Effective Date of the Plan is October 1, 1995. Options may be granted under the Plan for a period of ten (10) years commencing October 1, 1995; however, no options may be exercised until this Plan has been approved by a majority of the shares of the Company represented at the shareholders' meeting at which approval of the Plan is considered. No options shall be granted after September 30, 2005. Upon that date, the Plan shall expire except as to outstanding options, which options shall remain in effect until they have been exercised or terminated or have expired. ISO's must be granted within ten (10) years of the date the Plan is adopted by the Board of Directors or approved by the shareholders of the Company, whichever is earlier. 1.3. ADMINISTRATION. The Plan shall be administered by the Committee. The Committee, from time to time, may adopt any rule or procedure it deems necessary or desirable for the proper and efficient administration of the Plan provided it is consistent with the terms of the Plan. The decision of a majority of the Committee members shall constitute the decision of the Committee. Subject to the provisions of the Plan, the Committee is authorized (i) to grant ISO's and NSO's; (ii) to determine the employees to be granted ISO's and NSO's; (iii) to determine the option period, the option price and, subject to the limitations of Section 3.2, the number of shares subject to each option; (iv) to determine the time or times at which options will be granted; (v) to determine the time or times at which each option becomes exercisable and the duration of the exercise period; (vi) to determine other conditions and limitations, if any, applicable to the exercise of each option; and (vii) to determine the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of shares acquired by any optionee upon exercise of an option, and the nature of the events, if any, and the duration of the period, in or with respect to which any optionee's rights to shares acquired upon exercise of an option may be forfeited. Each option granted under the Plan shall be evidenced by a written stock option agreement containing terms and conditions established by the Committee consistent with the provisions of the Plan, including such terms as the Committee shall deem advisable in order that each ISO shall constitute an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The Committee's determinations and interpretations with respect to the Plan shall be final and binding on all parties. Any notice or document required to be given to or filed with the Committee will be properly given or filed if delivered or mailed by certified mail, postage prepaid, to the Committee at 8888 Keystone Crossing, Suite 1200, Indianapolis, Indiana 46240-2182. 1.4. DEFINITIONS. For purposes of this Plan, unless a different meaning is clearly required by the context: (a) "Board of Directors" means the board of directors of the Company. (b) "Change in Control of the Company" means (i) any merger, consolidation or similar transaction which involves the Company and in which persons who are the shareholders of the Company immediately prior to such transaction own, immediately after such transaction, shares of the surviving or combined entity which possess voting rights equal to or less than fifty percent (50%) of the voting rights of all shareholders of such entity, determined on a fully diluted basis; (ii) any sale, lease, exchange, transfer or other disposition of all or any substantial part of the consolidated assets of the Company; (iii) any tender, exchange, sale or other disposition (other than disposition of the stock of the Company or any Subsidiary in connection with bankruptcy, insolvency, foreclosure, receivership or other similar transactions) or purchases (other than purchases by the Company or any Company sponsored employee benefit plan, or purchases by members of the Board of Directors of the Company or any Subsidiary) of shares which represent more than twenty-five percent (25%) of the voting power of the Company or any Subsidiary; (iv) during any period of two (2) consecutive years, individuals who at the date of the adoption of the Plan constitute the Company's Board of Directors cease for any reason to constitute at least a majority thereof, unless the election of each director at the beginning of such period has been approved by directors representing at least a majority of the directors then in office who were directors on the date of the adoption of the Plan; (v) a majority of the Company's Board of Directors recommends the acceptance of or accept any agreement, contract, offer or other arrangement providing for, or any series of transactions resulting in, any of the transactions described above. Notwithstanding the foregoing, a Change in Control of the Company (A) shall not occur as a result of the issuance of stock by the Company in connection with any public offering of its stock, or (B) be deemed to have occurred with respect to any transaction unless such transaction has been approved or shares have been tendered by a majority of the shareholders who are not Section 16 Grantees. (c) "Code" means the Internal Revenue Code, as amended. (d) "Committee" means the Executive Compensation Committee of the Board of Directors of the Company. (e) "Company" means Duke Realty Investments, Inc. (f) "Effective Date" means October 1, 1995. (g) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (h) "Fair Market Value" means the per share closing price for the Company's common stock on the New York Stock Exchange on the date of determination. (i) "For Cause" means (i) the willful and continued failure of an optionee to perform his required duties as an officer or employee of the Company or any Subsidiary, (ii) any action by an optionee which involves willful misfeasance or gross negligence, (iii) the requirement of or direction by a federal or state regulatory agency which has jurisdiction over the Company or any Subsidiary to terminate the employment of an optionee, (iv) the conviction of an optionee of the commission of any criminal offense which involves dishonesty or breach of trust, or (v) any intentional breach by an optionee of a material term, condition or covenant of any agreement between the optionee and the Company or any Subsidiary. (j) "Permanent and Total Disability" or "Permanently and Totally Disabled" means any disability that would qualify as a disability under Code Section 22(c)(3). (k) "Plan" means the stock option plan embodied herein, as amended from time to time, known as the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (l) "Section 16 Grantee" means a person subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company. (m) "Subsidiary" or "Subsidiaries" means a corporation, partnership or limited liability company, a majority of the outstanding voting stock, general partnership interests or membership interests, as the case may be, of which is owned or controlled, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company. For the purposes of this definition, "voting stock" means stock having voting power for the election of directors, or trustees, as the case may be, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. ARTICLE II ELIGIBILITY AND PARTICIPATION Officers and other key employees of the Company or of any of its Subsidiaries, as selected by the Committee, shall be eligible to receive grants of ISO's and NSO's under the Plan. Committee members shall not be eligible to receive grants of options under the Plan while serving as Committee members. -3- ARTICLE III BENEFITS 3.1. SHARES COVERED BY THE PLAN. The stock to be subject to options under the Plan shall be shares of authorized common stock of the Company and may be unissued shares or reacquired shares (including shares purchased in the open market), or a combination of the two, or shares which are not issued in connection with the Duke Realty Services Limited Partnership 1993 Stock Option Plan, as the Committee may from time to time determine. Subject to the provisions of Section 4.2 and the provisions of this Section 3.1, the maximum number of shares to be delivered upon exercise of all options granted under the Plan shall not exceed (i) Five Hundred Fifty-Eight Thousand Four Hundred (558,400) shares and (ii) the number of shares authorized under the Duke Realty Services Limited Partnership 1993 Stock Option Plan that become available due to the lapse, forfeiture or other termination of stock options granted under such plan. Provided, however, the total number of shares to be delivered upon exercise of the options granted under the Plan under clause (ii) of the previous sentence shall not exceed Four Hundred Thousand (400,000) shares. Shares covered by an option that remains unpurchased upon the expiration or termination of the option may be made subject to further options. 3.2. GRANT OF OPTIONS. The Committee shall be responsible for granting all options under the Plan. The Committee shall also determine, in its sole discretion, with respect to each optionee, whether the options granted shall be ISO's or NSO's, or a combination of the two; and whether any employee shall be given discretion to determine whether any options granted to him shall be ISO's or NSO's or a combination of the two. Provided, however, notwithstanding any other Plan provison, during any calendar year, no optionee shall be granted options to acquire more than twenty five thousand (25,000) shares of Company stock. 3.3. OPTION PRICE. (a) ISO OPTION PRICE. The option price per share of stock under each ISO shall be not less than one hundred percent (100%) of the Fair Market Value of the share on the date on which the option is granted; provided, however, as to officers and key employees who, at the time an ISO is granted, own, within the meaning of Code Section 425(d), more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary (referred to as "Shareholder-Employees"), the purchase price per share of stock under each ISO shall be not less than one hundred ten percent (110%) of the Fair Market Value of the stock on the date on which the option is granted. (b) NSO OPTION PRICE. The option price per share of stock under each NSO shall be determined by the Committee in its discretion; provided, however, the option price per -4- share shall not be less than one hundred percent (100%) of the Fair Market Value of the share on the date on which the option is granted. 3.4. OPTION PERIOD. No option period shall exceed ten (10) years; provided, however, the option period with respect to ISO's granted to Shareholder-Employees shall not exceed five (5) years. 3.5. SPECIAL CALENDAR YEAR LIMITATION ON SHARES SUBJECT TO ISO'S. The aggregate Fair Market Value (determined at the time of the grant of the ISO's) of the stock with respect to which ISO's are exercisable for the first time by an eligible employee during any calendar year (under all plans providing for the grant of incentive stock options of the Company or any of its Subsidiaries) shall not exceed One Hundred Thousand Dollars ($100,000.00). 3.6. SEQUENCE OF EXERCISING INCENTIVE STOCK OPTIONS. Any ISO granted to an employee pursuant to the Plan shall be exercisable even if there are outstanding previously granted but unexercised ISO's with respect to such employee. 3.7 VESTING OF OPTIONS. All options granted under the Plan shall vest, and thereby become exercisable at such time or times as shall be determined by the Committee in its sole discretion. The stock option agreement between the Company and the optionee shall include the schedule under which the option shall vest. 3.8 VESTING ON CHANGE IN CONTROL OR DEATH, RETIREMENT OR DISABILITY OF OPTIONEE. Notwithstanding the provisions of Section 3.7, in the event of a Change in Control of the Company or upon the death, Permanent and Total Disability or retirement on or after attaining age sixty-five (65) of the optionee, any options granted under this Plan may be exercised in full without regard to any restrictions on the vesting of the options contained in the option agreement between the Company and the optionee. 3.9. EARLY TERMINATION OF OPTION. (a) TERMINATION OF EMPLOYMENT. All rights to exercise an option shall terminate ninety (90) days after the effective date of the optionee's termination of employment with the Company and its Subsidiaries, but not later than the date the option expires pursuant to its terms, unless such termination is For Cause or is on account of the Permanent and Total Disability or death of the optionee. Transfer of employment from the Company to a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed a termination of employment. The Committee shall have the authority to determine in each case whether a leave of absence on military or government service shall be deemed a termination of employment for purposes of this subsection (a). (b) FOR CAUSE TERMINATION. If an optionee's employment with the Company and its Subsidiaries is terminated For Cause, no previously unexercised option granted hereunder -5- may be exercised. Rather, all unexercised options shall terminate effective on the date the optionee receives notice of his termination For Cause. (c) PERMANENT AND TOTAL DISABILITY OR DEATH OF OPTIONEE. If an optionee's employment terminates due to Permanent and Total Disability or death, his option shall terminate one (1) year after termination of his employment due to his Permanent and Total Disability or death (but not later than the date the option expires pursuant to its terms). During such period, subject to the limitations of this Plan and the option agreement between the Company and the optionee, the optionee, his guardian, attorney-in-fact or personal representative, as the case may be, may exercise the option in full. Notwithstanding the foregoing, in the case of an ISO, such option shall be exercisable as an ISO only during the three (3) month period immediately following the optionee's death and in no event later than the date specified in the stock option agreement. During the remainder of such one (1) year period, the option may be exercised as an NSO. 3.10. PAYMENT FOR STOCK. Full payment for shares purchased hereunder shall be made at the time the option is exercised. Payment may be made by delivering to the Company (a) cash; (b) at the discretion of the Committee, whole shares of common stock of the Company ("Delivered Stock") which (i) has been owned by the optionee for more than six (6) months and has been paid for, within the meaning of SEC Rule 144 (and, if such stock was purchased from the Company by use of a promissory note, such note has been fully paid with respect to such stock), or (ii) was obtained by the optionee in the public market or otherwise than through the exercise of an option under this Plan or under any other stock option plan involving Company stock; (c) at the discretion of the Committee, a combination of cash and Delivered Stock; or (d) provided that a public market for the Company's common stock exists, (i) through a "same day sale" commitment from the optionee and a broker-dealer that is a member of the National Association of Securities Dealers ("NASD Dealer") whereby the optionee irrevocably elects to exercise the option and to sell a portion of the common stock so purchased in order to pay the option price, and whereby the NASD Dealer irrevocably commits upon receipt of such stock to forward the option price directly to the Company; or (ii) through a "margin" commitment from the optionee and an NASD Dealer whereby the optionee irrevocably elects to exercise the option and to pledge the stock so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the option price and whereby the NASD Dealer irrevocably commits upon receipt of such stock to forward the option price directly to the Company. Delivered Stock shall be valued by the Committee at its Fair Market Value determined as of the date of the exercise of the option. No shares shall be issued until full payment for them has been made, and an optionee shall have none of the rights of a shareholder with respect to any shares until they are issued to him. Upon payment of the full purchase price, and any required withholding taxes, the Company shall issue a certificate or certificates to the optionee evidencing ownership of the shares purchased pursuant to the exercise of the option which contain(s) such terms, conditions and provisions as may be required and as are consistent with the terms, conditions and provisions of the Plan and the stock option agreement between the Company and the optionee. -6- 3.11. INCOME AND EMPLOYMENT TAX WITHHOLDING. (a) PAYMENT BY OPTIONEE. The optionee shall be solely responsible for paying to the Company all required federal, state, city and local taxes applicable to his (i) exercise of an NSO under the Plan and (ii) disposition of shares acquired pursuant to the exercise of an ISO in a disqualifying disposition of the shares under Code Section 422(a)(1). (b) NSO WITHHOLDING WITH COMPANY STOCK. Notwithstanding the provisions of subsection (a), with respect to stock to be issued pursuant to the exercise of an NSO, the Committee, in its discretion and subject to such rules as it may adopt, may permit the optionee to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the exercise of the NSO by having the Company retain shares of stock which would otherwise be issued in connection with the exercise of the NSO or accept delivery from the optionee of shares of Company stock which have a Fair Market Value, determined as of the date of the delivery of such shares, equal to the amount of the withholding tax to be satisfied by that retention or delivery. (c) ISO DISQUALIFYING DISPOSITION WITHHOLDING WITH COMPANY STOCK. Notwithstanding the provisions of subsection (a), with respect to shares of stock to be issued pursuant to the exercise of any ISO, the Committee, in its discretion and subject to such rules as it may adopt, may permit the optionee to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the disqualifying disposition of the shares under Code Section 422(a)(1) by having the Company accept delivery from the optionee of shares of stock having a Fair Market Value, determined as of the date of the delivery of such shares, equal to the amount of the withholding tax to be satisfied by that delivery. 3.12. NOTICE OF DISQUALIFYING DISPOSITION. Any ISO granted hereunder shall require the optionee to notify the Committee of any disposition of any stock issued pursuant to the exercise of the ISO under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), within ten (10) days of such disposition. -7- ARTICLE IV PLAN ADMINISTRATION AND INTERPRETATION 4.1. AMENDMENT AND TERMINATION. The Board of Directors or the Committee may, at any time, without the approval of the stockholders of the Company (except as otherwise required by applicable law, rule or regulations, or listing requirements of any National Securities Exchange on which are listed any of the Company's equity securities, including without limitation any shareholder approval requirement of Rule 16b-3 or any successor safe harbor rule promulgated under the Exchange Act ), alter, amend, modify, suspend or discontinue the Plan, but may not, without the consent of the holder of an option, make any alteration which would adversely affect an option previously granted under the Plan or, without the approval of the stockholders of the Company, make any alteration which would: (a) increase the aggregate number of shares subject to options under the Plan, except as provided in Section 4.2; (b) decrease the minimum option price, except as provided in Section 4.2; (c) permit any Committee member to become eligible to receive grants of options under the Plan; (d) withdraw administration of the Plan from the Committee or the Board of Directors; (e) extend the term of the Plan or the maximum period during which any option may be exercised; (f) change the manner of determining the option price; or (g) change the class of individuals eligible for options under the Plan. 4.2. CHANGES IN STOCK. (a) SUBSTITUTION OF STOCK AND ASSUMPTION OF PLAN. In the event of any change in the common stock of the Company through stock dividends, split- ups, recapitalizations, reclassifications, conversions, or otherwise, or in the event that other stock shall be converted into or substituted for the present common stock of the Company as the result of any merger, consolidation, reorganization or similar transaction which results in a Change in Control of the Company, then the Committee may make appropriate adjustment or substitution in the aggregate number, price, and kind of shares available under the Plan and in the number, price and kind of shares covered under any options granted or to be granted under the Plan. The Committee's determination in this respect shall be final and conclusive. Provided, however, that the Company shall not, and shall not permit its Subsidiaries to, recommend, facilitate or agree or consent to a transaction or series of transactions which would result in a Change of Control of the Company unless and until the person or persons or the entity or entities acquiring or succeeding to the assets or capital stock of the Company or any of its Subsidiaries as a result of such transaction or transactions agrees to be bound by the terms of the Plan so far as it pertains to options theretofore granted but unexercised and agrees to assume and perform the obligations of the Company hereunder. Notwithstanding the foregoing provisions of this subsection (a), no adjustment shall be made which would operate to reduce the option price of any ISO below the Fair Market Value of the stock (determined on the date the option was granted) which is subject to an ISO. (b) CONVERSION OF STOCK. In the event of a Change in Control of the Company pursuant to which another person or entity acquires control of the Company (such other person or entity being the "Successor"), the kind of shares of common stock which shall be subject to the -8- Plan and to each outstanding option, shall, automatically by virtue of such Change in Control of the Company, be converted into and replaced by shares of common stock, or such other class of securities having rights and preferences no less favorable than common stock of the Successor, and the number of shares subject to the option and the purchase price per share upon exercise of the option shall be correspondingly adjusted, so that, by virtue of such Change in Control of the Company, each optionee shall have the right to purchase (i) that number of shares of common stock of the Successor which have a Fair Market Value equal, as of the date of such Change in Control of the Company, to the Fair Market Value, as of the date of such Change in Control, of the shares of common stock of the Company theretofore subject to his option, and (ii) for a purchase price per share which, when multiplied by the number of shares of common stock of the Successor subject to the option, shall equal the aggregate exercise price at which the optionee could have acquired all of the shares of common stock of the Company previously optioned to the optionee. 4.3. INFORMATION TO BE FURNISHED BY OPTIONEES. Optionees, or any other persons entitled to benefits under this Plan, must furnish to the Committee such documents, evidence, data or other information as the Committee considers necessary or desirable for the purpose of administering the Plan. The benefits under the Plan for each optionee, and each other person who is entitled to benefits hereunder, are to be provided on the condition that he furnish full, true and complete data, evidence or other information, and that he will promptly sign any document reasonably related to the administration of the Plan requested by the Committee. 4.4. EMPLOYMENT RIGHTS. Neither the Plan nor any stock option agreement executed under the Plan shall constitute a contract of employment and participation in the Plan will not give an optionee the right to be rehired or retained in the employ of the Company, nor will participation in the Plan give any optionee any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. 4.5. EVIDENCE. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person relying thereon considers pertinent and reliable, and signed, made or presented by the proper party or parties. 4.6. GENDER AND NUMBER. Where the context admits, words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural. 4.7. ACTION BY COMPANY. Any action required of or permitted by the Company under the Plan shall be by resolution of the Board of Directors or by a person or persons authorized by resolution of the Board of Directors. 4.8. CONTROLLING LAWS. Except to the extent superseded by laws of the United States, the laws of Indiana shall be controlling in all matters relating to the Plan. -9- 4.9. MISTAKE OF FACT. Any mistake of fact or misstatement of fact shall be corrected when it becomes known and proper adjustment made by reason thereof. 4.10. SEVERABILITY. In the event any provisions of the Plan shall be held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and endorsed as if such illegal or invalid provisions had never been contained in the Plan. 4.11. EFFECT OF HEADINGS. The descriptive headings of the sections of this Plan are inserted for convenience of reference and identification only and do not constitute a part of this Plan for purposes of interpretation. 4.12. NONTRANSFERABILITY. No option shall be transferable, except by the optionee's will or the laws of descent and distribution. During the optionee's lifetime, his option shall be exercisable (to the extent exercisable) only by him. The option and any rights and privileges pertaining thereto shall not be transferred, assigned, pledged or hypothecated by him in any way, whether by operation of law or otherwise and shall not be subject to execution, attachment or similar process. 4.13. LIABILITY. No member of the Board of Directors or the Committee or any officer or employee of the Company or its Subsidiaries shall be personally liable for any action, omission or determination made in good faith in connection with the Plan. Each optionee, in the stock option agreement between him and the Company, shall agree to release and hold harmless the Company, the Board of Directors, the Committee and all officers and employees of the Company and its Subsidiaries from and against any tax liability, including without limitation interest and penalties, incurred by the optionee in connection with his participation in the Plan. 4.14. INVESTMENT REPRESENTATIONS. Unless the shares subject to an option are registered under the Securities Act of 1933, each optionee, in the stock option agreement between the Company and the optionee, shall agree for himself and his legal representatives that any and all shares of common stock purchased upon the exercise of the option shall be acquired for investment and not with a view to, or for sale in connection with, any distribution of those shares. Any share issued pursuant to an exercise of an option subject to this investment representation shall bear a legend evidencing this restriction. -10- 4.15. USE OF PROCEEDS. The proceeds received by the Company from the sale of stock pursuant to the Plan will be used for general corporate purposes, including without limitation the purchase by the Company of additional limited partnership units in Duke Realty Limited Partnership. DUKE REALTY INVESTMENTS, INC. DATED: 10/26/95 By: /s/ Thomas L. Hefner ------------------------------------ Thomas L. Hefner, President and Chief Executive Officer -11- EX-10.14 5 EXHIBIT 10.14 1995 DIVIDEND INCREASE UNIT PLAN OF DUKE REALTY SERVICES LIMITED PARTNERSHIP ARTICLE I INTRODUCTION 1.1. PURPOSE. The 1995 Dividend Increase Unit Plan of Duke Realty Services Limited Partnership (the "Plan") is designed to retain selected officers and key employees of the Partnership and to encourage the growth of the Partnership and its Affiliates. 1.2. EFFECTIVE DATE. The Effective Date of the Plan is October 1, 1995. Provided, however, the Committee may, in its discretion, grant Units under the Plan the terms of which provide that the effective date of the grant is on or after January 1, 1995. 1.3. ADMINISTRATION. The Plan shall be administered by the Committee. The Committee, from time to time, may adopt any rule or procedure it deems necessary or desirable for the proper and efficient administration of the Plan, provided it is consistent with the terms of the Plan. The decision of a majority of the Committee members shall constitute the decision of the Committee. The Committee's determinations and interpretations with respect to the Plan shall be final and binding on all parties. Any notice or document required to be given to or filed with the Committee will be properly given or filed if delivered or mailed by certified mail, postage prepaid, to the Committee at 8888 Keystone Crossing, Suite 1200, Indianapolis, Indiana 46240-2182. 1.4 DEFINITIONS. For purposes of this Plan, unless a different meaning is clearly required by the context: (a) "Affiliate" or "Affiliates" means (i) any general partner of the Partnership, (ii) any entity which owns a majority of the ownership interests of the Partnership, (iii) any entity that owns a majority of the ownership interests of an entity described in clause (i) or (ii) or an Affiliate of any such entity, or (iv) any Subsidiary. (b) "Board of Directors" means the board of directors of Duke Services, Inc. (c) "Change in Control of the Company" means (i) any merger, consolidation or similar transaction which involves the Company and in which persons who are the shareholders of the Company immediately prior to such transaction own, immediately after such transaction, shares of the surviving or combined entity which possess voting rights equal to or less than fifty percent (50%) of the voting rights of all shareholders of such entity, determined on a fully diluted basis; (ii) any sale, lease, exchange, transfer or other disposition of all or any substantial part of the consolidated assets of the Company; (iii) any tender, exchange, sale or other disposition (other than disposition of the stock of the Company or any Subsidiary in connection with bankruptcy, insolvency, foreclosure, receivership or other similar transactions) or purchases (other than purchases by the Company or any Company sponsored employee benefit plan, or purchases by members of the board of directors of the Company or any Subsidiary) of shares which represent more than twenty-five percent (25%) of the voting power of the Company or any Subsidiary; (iv) during any period of two (2) consecutive years, individuals who at the date of the adoption of the Plan constitute the Company's board of directors cease for any reason to constitute at least a majority thereof, unless the election of each director at the beginning of such period has been approved by directors representing at least a majority of the directors then in office who were directors on the date of the adoption of the Plan; (v) a majority of the Company's board of directors recommends the acceptance of or accept any agreement, contract, offer or other arrangement providing for, or any series of transactions resulting in, any of the transactions described above. Notwithstanding the foregoing, a Change in Control of the Company (A) shall not occur as a result of the issuance of stock by the Company in connection with any public offering of its stock, or (B) be deemed to have occurred with respect to any transaction unless such transaction has been approved or shares have been tendered by a majority of the shareholders who are not Section 16 Grantees. (d) "Code" means the Internal Revenue Code, as amended. (e) "Committee" means the Executive Compensation Committee of the board of directors of the Company. (f) "Company" means Duke Realty Investments, Inc. (g) "Effective Date" means October 1, 1995. (h) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (i) "For Cause" means (i) the willful and continued failure of a Participant to perform his required duties as an officer or employee of the Partnership or any Affiliate, (ii) any action by a Participant which involves willful misfeasance or gross negligence, (iii) the requirement of or direction by a federal or state regulatory agency which has jurisdiction over the Partnership or any Affiliate to terminate the employment of the Participant, (iv) the conviction of the Participant of the commission of any criminal offense which involves dishonesty or breach of trust, or (v) any intentional breach by the Participant of a material term, condition or covenant of any agreement between the Participant and the Partnership or any Affiliate. (j) "Participant" means an officer or key employee who is designated to participate in the Plan as provided in Article II. (k) "Partnership" means Duke Realty Services Limited Partnership. -2- (l) "Permanent and Total Disability" means any disability that would qualify as a disability under Code Section 22(e)(3). (m) "Per Share Value" means the per share New York Stock Exchange closing price for the Company's common stock on the date of determination. (n) "Plan" means the dividend increase plan embodied herein, as amended from time to time, known as the 1995 Dividend Increase Unit Plan of Duke Services Limited Partnership. (o) "Section 16 Grantee" means a person subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company. (p) "Subsidiary" or "Subsidiaries" means a corporation, partnership or limited liability company, a majority of the outstanding voting stock, general partnership interests or membership interest, as the case may be, of which is owned or controlled directly or indirectly, by the Partnership, by the Company or by one or more other Subsidiaries. For the purposes of this definition, "voting stock" means stock having voting power for the election of directors, or trustees, as the case may be, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. (r) "Unit" means a dividend increase unit granted under Section 3.1. 1.5. SHARES COVERED BY THE PLAN. The stock which may be issued under the Plan in connection with the exercise of Units shall be shares of authorized common stock of the Company and may be unissued shares or reacquired shares (including shares purchased in the open market), or a combination of the two, as the Committee may from time to time determine. Provided, however, subject to the provisions of Section 5.2 and the provisions of this Section 1.5, the maximum number of shares to be delivered upon the exercise of all Units granted under the Plan shall not exceed One Hundred Thousand (100,000) shares. Shares covered by the grant of a Unit that remains unexercised upon the expiration or termination of the Unit may be made subject to further grants of Units. ARTICLE II ELIGIBILITY AND PARTICIPATION Participation in the Plan is limited to those officers and key employees of the Partnership and its Affiliates who, from time to time, shall be designated by the Committee. Committee members shall not be eligible to receive grants of Units under this Plan while serving as Committee members. A -3- designated employee will become a Participant in the Plan as of the later of the Effective Date or the date specified by the Committee. ARTICLE III BENEFITS 3.1. GRANT OF UNITS. The Committee, in its sole discretion, may grant one (1) or more Units to a Participant upon his entry into the Plan. The Committee, in its sole discretion, may also grant additional Units to a Participant at any time after the initial grant. Provided, however, notwithstanding any other Plan provision, during any calendar year, no Participants shall be granted more than twenty five thousand (25,000) Units. 3.2. EXERCISE OF UNITS. A Participant may exercise his Units subject to the following requirements: (a) VESTING OF UNITS: A Participant must be vested in a Unit in order for that Unit to be exercised. For this purpose, the Committee will specify the vesting schedule for each Unit it grants at the time of the grant. Notwithstanding the foregoing, a Participant will, as of the date of a Change in Control of the Company or his termination of employment due to Permanent and Total Disability, retirement on or after attaining age sixty-five (65) or death, become fully vested in all Units that have been granted to him. (b) TIMING OF EXERCISE: A Unit must be exercised on or before the tenth anniversary of the date on which it was granted. If not exercised on or before that date, the Unit will expire and be forfeited. (c) PRIOR EXERCISE OF STOCK OPTIONS. Units may be exercised only to the extent that the same or a greater number of shares of the Company's common stock have been acquired by the Participant through the exercise of a stock option which was granted under the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (the "Stock Option Plan") on the same date on which the Units were granted. Such acquisition may have been prior to or simultaneous with the exercise of such Units. For example, if a Participant was granted an option under the Stock Option Plan to acquire five hundred (500) shares of the Company's stock on the same date he was granted two hundred (200) Units under the Plan, the Participant may not exercise the two hundred (200) Units granted hereunder until he has acquired at least two hundred (200) shares of stock under that stock option grant. Thus, if the Participant has acquired (or simultaneously acquires with his exercise of the Units) one hundred (100) shares under that stock option grant, he may at any time on or after the date of such acquisition exercise up to one hundred (100) Units hereunder, as long as all the other Plan conditions and limitations have been satisfied with respect to such exercise, including the satisfaction by the Participant of the vesting requirements applicable to the Units desired to be exercised. Shares of Company stock acquired by the exercise of an option granted under the Stock Option Plan on a date other than -4- the date on which the Units were granted hereunder may not be used as a basis for the exercise of such Units. (d) PRIOR NOTICE OF EXERCISE. The Participant must notify the Committee of his intent to exercise a Unit by completing an election form authorized by the Committee and filing such form with the Committee at least ten (10) business days prior to the requested exercise date. (e) TERMINATION OF EMPLOYMENT. All rights to exercise a Unit shall terminate ninety (90) days after the effective date of the Participant's termination of employment with the Partnership and its Affiliates, but not later than the date the Unit expires pursuant to its terms, unless such termination is For Cause or is on account of the Permanent and Total Disability or death of the Participant. Transfer of employment from the Partnership to an Affiliate, or vice versa, shall not be deemed a termination of employment. The Committee shall have the authority to determine in each case whether a leave of absence on military or government service shall be deemed a termination of employment for purposes of this subsection (e). However, if a Participant's employment terminates due to Permanent and Total Disability or death, his right to exercise his Units shall expire one (1) year after his termination of employment (but not later than the date the Unit expires pursuant to its terms). During such period, subject to the limitations of this Plan and the Unit grant, the Participant, his guardian, attorney-in-fact or personal representative, as the case may be, may exercise his Unit in full. (f) FOR CAUSE TERMINATION. If a Participant's employment with the Partnership and its Affiliates is terminated For Cause, no previously unexercised Unit granted hereunder may be exercised. Rather, all unexercised Units shall terminate effective on the date the Participant receives notice of his termination For Cause. (g) WITHHOLDING OF TAXES. Each Participant shall be solely responsible for, and the Partnership will withhold from any amounts payable under this Plan, all legally required federal, state, city and local taxes. The Committee, in its discretion and subject to such rules as it may adopt, may permit a Participant to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with his exercise of Units by having the Partnership retain shares of stock which would otherwise be issued in connection with the exercise of the Units or accept delivery from the Participant of shares of Company stock which have a value, determined as of the date of the delivery of such shares, equal to the amount of withholding tax to be satisfied by that retention or delivery. 3.3. CALCULATION OF UNIT VALUE. Upon the exercise date, the Unit or Units being exercised will be valued for all purposes under this Plan in accordance with the following formula. First, the Per Share Value of a share of the Company's common stock as of the effective date on which the Unit was granted will be determined. Second, the quarterly cash dividend rate per share of the Company's common stock most recently declared prior to the -5- effective date of the grant will be determined and annualized (multiplied by four). Third, that annualized cash dividend will be divided by the Per Share Value on the effective date of the grant to set the grant date dividend yield. Fourth, the quarterly cash dividend rate per share of the Company's common stock which was most recently declared on or before the exercise date will be determined and annualized (multiplied by four). Fifth, the annualized cash dividend on the effective date of the grant (as determined under the second step) will be subtracted from the annualized dividend on the exercise date (as determined under the fourth step) to determine the increase in the annualized cash dividend. Sixth, the amount of the increase (as determined under the fifth step) will be divided by the grant date dividend yield (as determined under the third step) to establish the Unit's value on the exercise date. For all purposes of this Plan, if there is no Per Share Value for Company stock on the date on which an event which requires the stock to be valued, the per share value shall be the Per Share Value for Company stock on the trading date immediately preceding the date on which the stock is required to be valued. For example, if the Per Share Value of a share of Company stock on the effective date of a Unit's grant was $30.00, the quarterly dividend rate on the date of grant was $0.49 and the quarterly dividend rate on the date of exercise was $0.55, then the Unit's value at exercise would be $3.67, determined under the six steps in the preceding paragraph as follows: (1) $30.00 [NYSE Closing Price on Date of Grant] (2) $1.96 [$0.49 (Company's Quarterly Cash Dividend on Date of Grant) x 4] (3) 6.5333% [ (2) DIVIDED BY (1) ] (4) $2.20 [$0.55 (Company's Quarterly Cash Dividend on Date of Exercise) x 4] (5) $0.24 [$2.20 - $1.96 = Increase in Annualized Cash Dividend] (6) $3.67 [ (5) DIVIDED BY (3) ] If the Participant had been granted one hundred (100) Units and he exercised all of those Units, he would be entitled to receive whole shares of Company common stock with a value of $367 based on the Per Share Value on the date of exercise. (The number of shares to be distributed is described under Section 4.2.) ARTICLE IV DISTRIBUTIONS 4.1. TIME OF PAYMENT. The Partnership will pay to each Participant the value of the Unit or Units, rounded to the nearest whole share of Company common stock, with respect to which a proper and timely election has been made. Such payment shall be made as soon as practicable following the exercise date. -6- 4.2. MANNER OF PAYMENT. Distribution of a Participant's benefit under Section 4.1 will be made in a single lump sum in the form of whole shares of Company common stock. The number of shares to be issued under this Section 4.2 will be based on the Per Share Value on the exercise date of the Units. For example, if the Per Share Value on the date of exercise was $50.00 and the payment amount determined under Section 3.3 (reduced by any tax withholdings pursuant to Section 3.2(g)) was $367.00, the Participant would be entitled to receive seven (7) shares of Company stock (367 DIVIDED BY 50 = 7.34). On the other hand, if the payment amount determined under Section 3.3 (reduced by any tax withholdings pursuant to Section 3.2(g)) was $380.00, the Participant would be entitled to receive eight (8) shares of Company stock ($380 DIVIDED BY 50 = 7.60). 4.3. DISTRIBUTION ON CHANGE OF CONTROL. Notwithstanding any other Plan provision to the contrary, each Participant will be entitled to receive, within ninety (90) days of a Change in Control of the Company, a lump sum payment, in cash, of the value of his Units determined under Section 3.3 as of the date of the Change in Control of the Company. Provided, however no distribution under the Plan shall be made to a Participant who is a Section 16 Grantee as a result of a Change in Control of the Company until six (6) months from the date on which the Units were granted to the Participant. This limitation shall not apply if the Section 16 Grantee dies or incurs a mental or physical disability which, in the opinion of the Committee, renders the Section 16 Grantee unable or incompetent to carry out the job responsibilities which such Section 16 Grantee held or the tasks to which such Section 16 Grantee was assigned at the time the disability was incurred, and which is expected to be permanent or of an indefinite duration. ARTICLE V MISCELLANEOUS 5.1. AMENDMENT OR TERMINATION. The Board of Directors or the Committee may, at any time, without the approval of the stockholders of the Company (except as otherwise required by applicable law, rule or regulations, or listing requirements of any National Securities Exchange on which are listed any of the Company's equity securities, including without limitation any shareholder approval requirement of Rule 16b-3 or any successor safe harbor rule promulgated under the Exchange Act), alter, amend, modify, suspend or discontinue the Plan but may not, without the consent of the holder of a Unit, make any alteration which would adversely affect a Unit previously granted under the Plan or, without the approval of the stockholders of the Company, make any alteration which would: (a) increase the aggregate number of shares which could be issued pursuant to the exercise of Units under the Plan, except as provided in Section 5.2; (b) permit any Committee member to become eligible to receive grants of Units under the Plan; (c) withdraw administration of the Plan from the Committee or the Board of Directors; (d) extend the term of the Plan or the maximum period during which any Unit may be exercised; (e) change the manner of calculating the value of Units; or (f) -7- change the class of individuals eligible for the grant of Units under the Plan. 5.2. CHANGES IN STOCK. (a) SUBSTITUTION OF STOCK AND ASSUMPTION OF PLAN. In the event of any change in the common stock of the Company through stock dividends, split- ups, recapitalizations, reclassifications, conversions, or otherwise, or in the event that other stock shall be converted into or substituted for the present common stock of the Company as a result of any merger, consolidation, reorganization or similar transaction which results in a Change in Control of the Company, then the Committee may make appropriate adjustment or substitution in the aggregate number, price, and kind of shares to be distributed under the Plan and in the calculation of a Unit's value provided in Section 3.3. The Committee's determination in this respect shall be final and conclusive. Provided, however, that the Partnership shall not, and shall not permit its Affiliates to, recommend, facilitate or agree or consent to a transaction or series of transactions which would result in a Change of Control of the Company unless and until the person or persons or entity or entities acquiring or succeeding to the assets or capital stock of the Company or any of its Affiliates as a result of such transaction or transactions agrees to be bound by the terms of the Plan so far as its pertains to Units theretofore granted but unexercised and agrees to assume and perform the obligations of the Partnership hereunder. (b) CONVERSION OF STOCK. In the event of a Change in Control of the Company pursuant to which another person or entity acquires control of the Company (such other person or entity being the "Successor"), the kind of shares of common stock which shall be subject to the Plan and to each outstanding Unit, shall, automatically, by virtue of such Change in Control of the Company, be converted into and replaced by shares of common stock, or such other class of securities having rights and preferences no less favorable than common stock of the Successor, and the calculation of a Unit's value shall be correspondingly adjusted, so that, by virtue of such Change in Control of the Company, each Participant shall have the right to receive that number of shares of common stock of the Successor which have a fair market value equal, as of the date of such Change in Control of the Company, to the fair market value, as of the date of such Change in Control of the Company, of the shares of common stock of the Company to which the Units relate. 5.3. INFORMATION TO BE FURNISHED BY PARTICIPANTS. Participants, or any other persons entitled to benefits under this Plan, must furnish to the Committee such documents, evidence, data or other information as the Committee considers necessary or desirable for the purpose of administering the Plan. The benefits under the Plan for each Participant, and each other person who is entitled to benefits hereunder, are to be provided on the condition that he furnish full, true and complete data, evidence or other information, and that he will promptly sign any document reasonably related to the administration of the Plan requested by the Committee. -8- 5.4. EMPLOYMENT RIGHTS. The Plan does not constitute a contract of employment and participation in the Plan will not give a Participant the right to be rehired or retained in the employ of the Partnership, nor will participation in the Plan give any Participant any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. 5.5. EVIDENCE. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person relying thereon considers pertinent and reliable, and signed, made or presented by the proper party or parties. 5.6. GENDER AND NUMBER. Where the context admits, words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural. 5.7. ACTION BY PARTNERSHIP. Any action required of or permitted by the Partnership under the Plan shall be by resolution of the Board of Directors or by a person or persons authorized by resolution of the Board of Directors. 5.8. CONTROLLING LAWS. Except to the extent superseded by laws of the United States, the laws of Indiana shall be controlling in all matters relating to the Plan. 5.9. MISTAKE OF FACT. Any mistake of fact or misstatement of fact shall be corrected when it becomes known and proper adjustment made by reason thereof. 5.10. SEVERABILITY. In the event any provisions of the Plan shall be held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and endorsed as if such illegal or invalid provisions had never been contained in the Plan. 5.11. EFFECT OF HEADINGS. The descriptive headings of the sections of this Plan are inserted for convenience of reference and identification only and do not constitute a part of this Plan for purposes of interpretation. 5.12. NONTRANSFERABILITY. No Unit shall be transferable, except by the Participant's will or the law of descent and distribution. During the Participant's lifetime, his Unit shall be exercisable (to the extent exercisable) only by him. The Unit and any rights and privileges pertaining thereto shall not be transferred, assigned, pledged or hypothecated by him in any way, whether by operation of law or otherwise and shall not be subject to execution, attachment or similar process. 5.13. LIABILITY. No member of the Board of Directors or the Committee or any officer or employee of the Partnership or its Affiliates shall be personally liable for any action, omission or determination made in good faith -9- in connection with the Plan. By participating in the Plan, each Participant agrees to release and hold harmless the Partnership, the Affiliates (and their respective directors, officers and employees) and the Committee from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his participation in the Plan. 5.14. FUNDING. Benefits payable under this Plan to a Participant or to a beneficiary will be paid by the Partnership from its general assets. Shares of the Company stock to be distributed hereunder shall be acquired by the Partnership either directly from the Company, on the open market or a combination thereof. The Partnership is not required to segregate on its books or otherwise establish any funding procedure for any amount to be used for the payment of benefits under this Plan. The Partnership may, however, in its sole discretion, set funds aside in investments to meet its anticipated obligations under the Plan. Any such action or set-aside may not be deemed to create a trust of any kind between the Partnership and any Participant or beneficiary or to constitute the funding of any Plan benefits. Consequently, any person entitled to a payment under the Plan will have no rights greater than the rights of any other unsecured creditor of the Partnership. DUKE REALTY SERVICES LIMITED PARTNERSHIP Dated: 10/26/95 By: /s/ David R. Mennel --------------------------- David R. Mennel, President of Duke Services, Inc., its General Partner -10- EX-10.15 6 EXHIBIT 10.15 1995 SHAREHOLDER VALUE PLAN OF DUKE REALTY SERVICES LIMITED PARTNERSHIP ARTICLE I INTRODUCTION 1.1. PURPOSE. The 1995 Shareholder Value Plan of Duke Realty Services Limited Partnership (the "Plan") is designed to retain selected officers and key employees of the Partnership and to encourage the growth of the Partnership and its Affiliates, by rewarding those officers and key employees for increasing Company shareholders' return on their investment. 1.2. EFFECTIVE DATE. The Effective Date of the Plan is October 1, 1995. Provided, however, the Committee may, in its discretion, grant bonus awards under the Plan the terms of which provide that the effective date of the bonus award is on or after January 1, 1995. 1.3. ADMINISTRATION. The Plan shall be administered by the Committee. The Committee, from time to time, may adopt any rule or procedure it deems necessary or desirable for the proper and efficient administration of the Plan, provided it is consistent with the terms of the Plan. The decision of a majority of the Committee members shall constitute the decision of the Committee. The Committee's determinations and interpretations with respect to the Plan shall be final and binding on all parties. Any notice or document required to be given to or filed with the Committee will be properly given or filed if delivered or mailed by certified mail, postage prepaid, to the Committee at 8888 Keystone Crossing, Suite 1200, Indianapolis, Indiana 46240-2182. 1.4. DEFINITIONS. For purposes of this Plan, unless a different meaning is clearly required by the context: (a) "Affiliate" or "Affiliates" means (i) any general partner of the Partnership, (ii) any entity which owns a majority of the ownership interests of the Partnership, (iii) any entity that owns a majority of the ownership interests of an entity described in clause (i) or (ii) or an Affiliate of any such entity, or (iv) a Subsidiary. (b) "Board of Directors" means the board of directors of Duke Services, Inc. (c) "Change in Control of the Company" means (i) any merger, consolidation or similar transaction which involves the Company and in which persons who are the shareholders of the Company immediately prior to such transaction own, immediately after such transaction, shares of the surviving or combined entity which possess voting rights equal to or less than fifty percent (50%) of the voting rights of all shareholders of such entity, determined on a fully diluted basis; (ii) any sale, lease, exchange, transfer or other disposition of all or any substantial part of the consolidated assets of the Company; (iii) any tender, exchange, sale or other disposition (other than disposition of the stock of the Company or any Subsidiary in connection with bankruptcy, insolvency, foreclosure, receivership or other similar transactions) or purchases (other than purchases by the Company or any Company sponsored employee benefit plan, or purchases by members of the board of directors of the Company or any Subsidiary) of shares which represent more than twenty-five percent (25%) of the voting power of the Company or any Subsidiary; (iv) during any period of two (2) consecutive years, individuals who at the date of the adoption of the Plan constitute the Company's board of directors cease for any reason to constitute at least a majority thereof, unless the election of each director at the beginning of such period has been approved by directors representing at least a majority of the directors then in office who were directors on the date of the adoption of the Plan; (v) a majority of the Company's board of directors recommends the acceptance of or accept any agreement, contract, offer or other arrangement providing for, or any series of transactions resulting in, any of the transactions described above. Notwithstanding the foregoing, a Change in Control of the Company (A) shall not occur as a result of the issuance of stock by the Company in connection with any public offering of its stock or (B) be deemed to have occurred with respect to any transaction unless such transaction has been approved or shares have been tendered by a majority of the shareholders who are not Section 16 Grantees. (d) "Code" means the Internal Revenue Code, as amended. (e) "Committee" means the Executive Compensation Committee of the board of directors of the Company. (f) "Company" means Duke Realty Investments, Inc. (g) "Effective Date" means October 1, 1995. (h) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (i) "Fair Market Value of Company Common Stock" means, on any specific date, the average Per Share Value for a share of Company common stock for the thirty (30) trading pays preceding such date. (j) "For Cause" means (i) the willful and continued failure of a Participant to perform his required duties as an officer or employee of the Partnership or any Affiliate, (ii) any action by a Participant which involves willful misfeasance or gross negligence, (iii) the requirement of or direction by a federal or state regulatory agency which has jurisdiction over the Partnership or any Affiliate to terminate the employment of the Participant, (iv) the conviction of the Participant of the commission of any criminal offense which involves dishonesty or breach of trust, or (v) any intentional breach by the Participant of a material term, condition or covenant of any agreement between the Participant and the Partnership or any Affiliate. (k) "Grant Date" means, with respect to a bonus award, the effective date of the grant of the bonus award to the Participant under Section 3.1. (l) "Participant" means an officer or key employee who is designated to participate in the Plan as provided in Article II. (m) "Partnership" means Duke Realty Services Limited Partnership. (n) "Performance Period" means, with respect to a bonus award granted pursuant to Section 3.1, the period beginning on the Grant Date of and ending on the Valuation Date for that bonus award. (o) "Permanent and Total Disability" means any disability that would qualify as a disability under Code Section 22(e)(3). (p) "Per Share Value" means the per share New York Stock Exchange closing price for the Company's common stock on the date of determination. (q) "Plan" means the shareholder value plan embodied herein, as amended from time to time, known as the 1995 Shareholder Value Plan of Duke Services Limited Partnership. (r) "Section 16 Grantee" means a person subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company. (s) "Subsidiary" or "Subsidiaries" means a corporation, partnership or limited liability company, a majority of the outstanding voting stock, general partnership interests or membership interest, as the case may be, of which is owned or controlled directly or indirectly, by the Partnership, the Company or by one or more other Subsidiaries. For the purposes of this definition, "voting stock" means stock having voting power for the election of directors, or trustees, as the case may be, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. (t) "Total Shareholder Return" means the percentage by which the Fair Market Value of Company Common Stock as of the Valuation Date, increased by an amount that would be realized if all cash dividends paid on a share of Company common stock during the Performance Period were reinvested in Company stock, exceeds the Fair Market Value of Company Common Stock as of the Grant Date. (u) "Valuation Date" means, with respect to a bonus award, the third anniversary of the bonus award's Grant Date. -3- 1.5. SHARES COVERED BY THE PLAN. The stock to be subject to the grant of bonus awards under the Plan shall be shares of authorized common stock of the Company and may be unissued shares or reacquired shares (including shares purchased in the open market), or a combination of the two, as the Committee may from time to time determine. Provided, however, subject to the provisions of Section 5.2 and the provisions of this Section 1.5, the maximum number of shares to be delivered in connection with all bonus awards granted under the Plan shall not exceed One Hundred Thousand (100,000) shares. Shares covered by a bonus award that are forfeited or otherwise terminate may be made subject to the grant of additional bonus awards. ARTICLE II ELIGIBILITY AND PARTICIPATION Participation in the Plan is limited to those officers and key employees of the Partnership and its Affiliates who, from time to time, shall be designated by the Committee. Committee members shall not be eligible to receive bonus awards under this Plan while serving as Committee members. A designated employee will become a Participant in the Plan as of the later of the Effective Date or the date specified by the Committee. ARTICLE III BENEFITS 3.1. GRANT OF BONUS AWARD. The Committee, in its sole discretion, may grant a bonus award to a Participant upon his entry into the Plan. The bonus award will be a specified dollar amount set by the Committee at the time of the award. The Committee, in its sole discretion, may also grant additional bonus awards to a Participant at any time after the initial grant. 3.2. PAYMENT OF BONUS AWARD. The bonus award amount granted to a Participant under Section 3.1 will be adjusted pursuant to the terms of Section 3.3 and, subject to the terms and conditions of this Plan, paid to the Participant in accordance with Article IV after the bonus award's Valuation Date. 3.3. BONUS AWARD ADJUSTMENT. Each bonus award will be adjusted under this Section 3.3 by multiplying the bonus award by the combined payout percentage. The combined payout percentage will be determined by 1) comparing the Total Shareholder Return during the bonus award's Performance Period to both the S&P 500 Index and the NAREIT Equity REIT Total Return Index to determine the percentile ranking of the Company relative to the companies comprising these indices, 2) establishing a payout percentage for each of the two indices by determining the payout percentage that corresponds to the percentile ranking as listed in the following table: -4- If the percentile The payout ranking is: percentage is:* ---------- --------------- Lower than 50% 0% 50% 50% 55% 75% 60% 100% 65% 130% 70% 160% 75% 195% 80% 230% 85% 265% 90% or higher 300% *Payout percentages shall be interpolated. For example, a percentile ranking of 67% will result in a payout percentage of 142%. and 3) calculating the simple average of the two (2) payout percentages. If one (1) or both of the indices are changed or eliminated, the Committee may, in its sole discretion, substitute another index or multiple indices for the revised or eliminated index. 3.4. BONUS AWARD ADJUSTMENT EXAMPLE. If the Per Share Value of the Company's common stock was $45.00 on the Valuation Date, $30.00 on the Grant Date, with 12 dividends as shown below, the Total Shareholder Return would be 178.93%, determined as follows:
Total Cumulative Dividends Shares Shares 30 day on Shares Purchased Purchased average Actual Per share from from from Value of closing closing dividend Reinvested Reinvested Reinvested Cumulative price price payment Dividends Dividends Dividends(1) Shares - ------------------------------------------------------------------------------------------------------------------------------------ Grant Date 30.000 1,000.000 30,000.00 - ------------------------------------------------------------------------------------------------------------------------------------ Dividend payment #1 28.000 0.49 490.000 17.500 1,017.500 28,490.00 - ------------------------------------------------------------------------------------------------------------------------------------ Dividend payment #2 31.000 0.49 498.575 16.083 1,033.583 32,041.08 - ------------------------------------------------------------------------------------------------------------------------------------ Dividend payment #3 33.000 0.49 506.456 15.347 1,048.930 34,614.70 - ------------------------------------------------------------------------------------------------------------------------------------ Dividend payment #4 35.000 0.51 534.954 15.284 1,064.215 37,247.51 - ------------------------------------------------------------------------------------------------------------------------------------ Dividend payment #5 42.000 0.51 542.749 12.923 1,077.137 45,239.76 - ------------------------------------------------------------------------------------------------------------------------------------ Dividend payment #6 31.000 0.51 549.340 17.721 1,094.858 33,940.59 - ------------------------------------------------------------------------------------------------------------------------------------ Dividend payment #7 28.000 0.51 558.378 19.942 1,114.800 31,214.40 - ------------------------------------------------------------------------------------------------------------------------------------ Dividend payment #8 28.000 0.53 590.844 21.102 1,135.901 31,805.24 -5- Total Cumulative Dividends Shares Shares 30 day on Shares Purchased Purchased average Actual Per share from from from Value of closing closing dividend Reinvested Reinvested Reinvested Cumulative price price payment Dividends Dividends Dividends(1) Shares - ------------------------------------------------------------------------------------------------------------------------------------ Dividend payment #9 38.000 0.53 602.028 15.843 1,151.744 43,766.28 - ------------------------------------------------------------------------------------------------------------------------------------ Dividend payment #10 43.000 0.53 610.424 14.196 1,165.940 50,135.43 - ------------------------------------------------------------------------------------------------------------------------------------ Dividend payment #11 52.000 0.53 617.948 11.884 1,177.824 61,246.84 - ------------------------------------------------------------------------------------------------------------------------------------ Dividend payment #12 43.000 0.55 647.803 15.065 1,912.889 51,294.23 - ------------------------------------------------------------------------------------------------------------------------------------ Valuation Date 45.000 53,680.01 - ------------------------------------------------------------------------------------------------------------------------------------ (1) Assumes 1,000 shares owned at inception for calculation purposes. - ------------------------------------------------------------------------------------------------------------------------------------
Value at Valuation Date $53,680.01 Value at Grant Date $30,000.00 Percentage Increase 178.93% If the percentile ranking for this increase in Total Shareholder Return on the S&P 500 Index is 50 (a payout percentage of 50%), and the percentile ranking for the increase in Total Shareholder Return on the NAREIT Equity REIT Total Return Index is 65 (a payout percentage of 130%), the adjusted bonus award for a Participant who was granted a $40,000 bonus award would be $36,000, which is the bonus award ($40,000) multiplied by the combined payout percentage of 90% ([50% + 130%]/2). 3.5. WITHHOLDING OF TAXES. Each Participant shall be solely responsible for, and the Partnership will withhold from any amounts payable under this Plan, all legally required federal, state, city and local taxes. To the extent possible, any withholdings will be made from the cash component of the lump sum payment made under Article IV. However, the Committee, in its discretion and subject to such rules as it may adopt, may permit a Participant to satisfy, in whole or in part, any withholding tax obligation which may arise hereunder by having the Partnership retain shares of stock which would otherwise be issued in connection therewith or accept delivery from the Participant of shares of Company stock which have a value, determined as of the date of the delivery of such shares, equal to the amount of withholding tax to be satisfied by that retention or delivery. 3.6. EARLY TERMINATION OF BONUS AWARD. If a Participant terminates employment prior to a Valuation Date, all rights to receive any bonus award which would have otherwise been payable on the Valuation Date shall expire and be forfeited unless such termination is on account of the Permanent and Total Disability or death of the Participant or is after the Participant has attained age sixty-five (65). Transfer of employment from the Partnership to an Affiliate, or vice -6- versa, shall not be deemed a termination of employment. The Committee shall have the authority to determine in each case whether a leave or absence on military or government service shall be deemed a termination of employment for purposes of this Section 3.6. 3.7. PERMANENT AND TOTAL DISABILITY, RETIREMENT OR DEATH OF PARTICIPANT. If a Participant's employment terminates due to his Permanent and Total Disability, retirement on or after age sixty-five (65) or death prior to the Valuation Date applicable to a bonus award, the Participant will become fully vested in such award on his termination. However, payment of the Participant's bonus award shall be made as soon as practicable following the date on which the bonus award would have been paid if his employment had not terminated due to Permanent and Total Disability, retirement or death and shall be paid to the Participant, his guardian, attorney-in-fact, or personal representative, as the case may be. ARTICLE IV DISTRIBUTIONS 4.1. TIME OF PAYMENT. The Partnership will pay to each Participant the bonus award amount, as adjusted, as soon as practicable following the award's Valuation Date. 4.2. MANNER OF PAYMENT. Distribution of a Participant's benefit under Section 4.1 will be made in a single lump sum, fifty percent (50%) of which will be comprised of whole shares of Company common stock and the balance of which will be comprised of cash. The number of shares of stock to be issued under this Section 4.2 will be based on the Per Share Value on the Valuation Date rounded to the nearest whole share. 4.3. DISTRIBUTION ON CHANGE OF CONTROL. Notwithstanding any other Plan provision to the contrary, each Participant will be entitled to receive, within ninety (90) days of a Change in Control of the Company, a lump sum payment, in cash, of the greater of (i) the dollar amount of his bonus awards specified by the Committee under Section 3.1 or (ii) the value of his bonus awards as adjusted under Section 3.3, calculated as if the Valuation Date was the date of the Change in Control of the Company. Provided, however, no distribution under the Plan shall be made to a Participant who is a Section 16 Grantee as a result of a Change in Control of the Company until six (6) months from the date on which the bonus award was granted to the Participant. This limitation shall not apply if the Section 16 Grantee dies or incurs a mental or physical disability which, in the opinion of the Committee, renders the Section 16 Grantee unable or incompetent to carry out the job responsibilities which such Section 16 Grantee held or the tasks to which such Section 16 Grantee was assigned at the time the disability was incurred, and which is expected to be permanent or of an indefinite duration. -7- ARTICLE V MISCELLANEOUS 5.1. AMENDMENT OR TERMINATION. The Board of Directors or the Committee may, at any time, without the approval of the stockholders of the Company (except as otherwise required by applicable law, rule or regulations, or listing requirements of any National Securities Exchange on which are listed any of the Company's equity securities, including without limitation any shareholder approval requirement of Rule 16b-3 or any successor safe harbor rule promulgated under the Exchange Act), alter, amend, modify, suspend or discontinue the Plan, but may not, without the consent of a Participant, make any alteration which would adversely affect a bonus award previously granted under the Plan or, without the approval of the stockholders of the Company, make any alteration which would: (a) increase the aggregate number of shares subject to bonus award grants under the Plan, except as provided in Section 5.2; (b) permit any Committee member to become eligible to receive grants of bonus awards under the Plan; (c) withdraw administration of the Plan from the Committee or the Board of Directors; (d) extend the term of the Plan or the Valuation Date with respect to any bonus award granted under the Plan; (e) change the manner of calculating the bonus award adjustment; or (f) change the class of individuals eligible to receive grants of bonus awards under the Plan. 5.2. CHANGES IN STOCK. (a) SUBSTITUTION OF STOCK AND ASSUMPTION OF PLAN. In the event of any change in the common stock of the Company through stock dividends, split- ups, recapitalizations, reclassifications, conversions, or otherwise, or in the event that other stock shall be converted into or substituted for the present common stock of the Company as a result of any merger, consolidation, reorganization or similar transaction which results in a Change in Control of the Company, then the Committee may make appropriate adjustment or substitution in the aggregate number, price, and kind of shares to be distributed under the Plan and in the calculation of the bonus award adjustment provided in Section 3.3. The Committee's determination in this respect shall be final and conclusive. Provided, however, that the Partnership shall not, and shall not permit its Affiliates to, recommend, facilitate or agree or consent to a transaction or series of transactions which would result in a Change in Control of the Company unless and until the person or persons or entity or entities acquiring or succeeding to the assets or capital stock of the Company or any of its Affiliates as a result of such transaction or transactions agrees to be bound by the terms of the Plan so far as it pertains to bonus awards theretofore granted but unpaid and agrees to assume and perform the obligations of the Partnership hereunder. (b) CONVERSION OF STOCK. In the event of a Change in Control of the Company pursuant to which another person or entity acquires control of the Company (such other person or entity being the "Successor"), the kind of shares of common stock which shall be subject to the Plan and to each outstanding bonus award, shall, automatically, by virtue of such Change in -8- Control of the Company, be converted into and replaced by shares of common stock, or such other class of securities having rights and preferences no less favorable than common stock of the Successor, and, if necessary, the calculation of bonus award adjustments shall be correspondently adjusted, so that, by virtue of such Change in Control of the Company, each Participant shall have the right to receive that number of shares of common stock of the Successor and cash which have an aggregate fair market value, equal, as of the date of such Change in Control of the Company, to the aggregate fair market value, as of the date of such Change in Control of the Company, of the shares of common stock of the Company and cash to which the bonus awards relate. 5.3. INFORMATION TO BE FURNISHED BY PARTICIPANTS. Participants, or any other persons entitled to benefits under the Plan, must furnish to the Committee such documents, evidence, data or other information as the Committee considers necessary or desirable for the purpose of administering the Plan. The benefits under the Plan for each Participant, and each other person who is entitled to benefits hereunder, are to be provided on the condition that he furnish full, true and complete data, evidence or other information, and that he will promptly sign any document reasonably related to the administration of the Plan requested by the Committee. 5.4. EMPLOYMENT RIGHTS. The Plan does not constitute a contract of employment and participation in the plan will not give a Participant the right to be rehired or retained in the employ of the Partnership, nor will participation in the Plan give any Participant any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. 5.5. EVIDENCE. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person relying thereon considers pertinent and reliable, and signed, made or presented by the proper party or parties. 5.6. GENDER AND NUMBER. Where the context admits, words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural. 5.7. ACTION BY PARTNERSHIP. Any action required of or permitted by the Partnership under the Plan shall be by resolution of the Board of Directors or by a person or persons authorized by resolution of the Board of Directors. 5.8. CONTROLLING LAWS. Except to the extent superseded by laws of the United States, the laws of Indiana shall be controlling in all matters relating to the Plan. 5.9. MISTAKE OF FACT. Any mistake of fact or misstatement of fact shall be corrected when it becomes known and proper adjustment made by reason thereof. -9- 5.10. SEVERABILITY. In the event any provisions of the Plan shall be held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the plan, and the Plan shall be construed and endorsed as if such illegal or invalid provisions had never been contained in the Plan. 5.11. EFFECT OF HEADINGS. The descriptive headings of the sections of this Plan are inserted for convenience of reference and identification only and do not constitute a part of this Plan for purposes of interpretation. 5.12. NONTRANSFERABILITY. No bonus award shall be transferable, except by the Participant's will or the law of descent and distribution. During the Participant's lifetime, his bonus award shall be payable only to him. The bonus award and any rights and privileges pertaining thereto shall not be transferred, assigned, pledged or hypothecated by him in any way, whether by operation of law or otherwise and shall not be subject to execution, attachment or similar process. 5.13. LIABILITY. By participating in the Plan, each Participant agrees to release and hold harmless the Partnership, the Affiliates (and their respective directors, officers and employees) and the Committee, from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his participation in the Plan. 5.14. FUNDING. Benefits payable under this Plan to a Participant or to a beneficiary will be paid by the Partnership from its general assets. Shares of the Company's stock to be distributed hereunder shall be acquired by the Partnership either directly from the Company, on the open market or a combination thereof. The Partnership is not required to segregate on its books or otherwise establish any funding procedure for any amount to be used for the payment of benefits under this Plan. The Partnership may, however, in its sole discretion, set funds aside in investments to meet its anticipated obligations under the Plan. Any such action or set-aside may not be deemed to create a trust of any kind between the Partnership and any Participant or beneficiary or to constitute the funding of any Plan benefits. Consequently, any person entitled to a payment under the Plan will have no rights greater than the rights of any other unsecured creditor of the Partnership. DUKE REALTY SERVICES LIMITED PARTNERSHIP Dated: 10/26/95 By: /s/ David R. Mennel -------------------------------------------- David R. Mennel, President of Duke Services, Inc., its General Partner -10- EX-21 7 EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF DUKE REALTY INVESTMENTS, INC.
Names Under Which State of Incorporation Subsidiary Does Subsidiary or Organization Business - ------------------------------------ ---------------------- ------------------------------- Duke Realty Limited Partnership Indiana Duke Realty Limited Partnership Duke Services, Inc. Indiana Duke Services, Inc. Duke Realty Services Limited Indiana Duke Realty Services Limited Partnership Partnership Duke Realty Construction, Inc. Indiana Duke Realty Construction, Inc. Duke Construction Limited Indiana Duke Construction Limited Partnership Partnership B/D Limited Partnership Indiana B/D Limited Partnership Lamida Partners Limited Partnership Ohio Lamida Partners Limited Partnership Duna Developers Ohio Duna Developers Kenwood Office Associates Ohio Kenwood Office Associates Park Creek Venture Indiana Park Creek Venture Parkrite Limited Partnership Indiana Parkrite Limited Partnership Post Road Limited Partnership Indiana Post Road Limited Partnership Shadeland Station Office Indiana Shadeland Station Office Associates II Limited Partnership Associates II Limited Partnership SCRED Ohio Limited Partnership Ohio SCRED Ohio Dugan Realty L.L.C. Indiana Dugan Realty L.L.C. Duke/Tees Joint Venture Indiana Duke/Tees J.V. Park Fletcher Limited Partnership 2728 Indiana Park Fletcher Limited Partnership 2728 Cincinnati Development Group L.L.C. Ohio Cincinnati Development Group L.L.C.
EX-23 8 EXHIBIT 23 EXHIBIT 23 The Board of Directors DUKE REALTY INVESTMENTS, INC.: We consent to incorporation by reference in the registration statements (No. 33-54977 and No. 33-61361) on Form S-3 and No. 33-55727 on Form S-8 of Duke Realty Investments, Inc. of our report dated January 31, 1996, relating to the consolidated balance sheets of Duke Realty Investments, Inc. and Subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1995 and the related schedule, which report appears in the December 31, 1995 annual report on Form 10-K of Duke Realty Investments, Inc. /s/ KPMG Peat Marwick, LLP Indianapolis, Indiana February 19, 1996 EX-24 9 EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Investments, Inc. for the year ended December 31, 1995, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. Dated: February 1, 1996 /s/ Geoffrey Button ----------------------------- Geoffrey Button Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Investments, Inc. for the year ended December 31, 1995, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. Dated: February 1, 1996 /s/ Ngaire E. Cuneo ----------------------------- Ngaire E. Cuneo Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Investments, Inc. for the year ended December 31, 1995, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. Dated: February 1, 1996 /s/ Howard L. Feinsand ----------------------------- Howard L. Feinsand Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Investments, Inc. for the year ended December 31, 1995, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. Dated: February 1, 1996 /s/ John D. Peterson ----------------------------- John D. Peterson Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Investments, Inc. for the year ended December 31, 1995, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. Dated: February 1, 1996 /s/ James E. Rogers ----------------------------- James E. Rogers Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Investments, Inc. for the year ended December 31, 1995, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. Dated: February 1, 1996 /s/ Lee Stanfield ----------------------------- Lee Stanfield Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Investments, Inc. for the year ended December 31, 1995, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. Dated: February 1, 1996 /s/ Daniel C. Staton ----------------------------- Daniel C. Staton Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Investments, Inc. for the year ended December 31, 1995, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. Dated: February 1, 1996 /s/ Jay J. Strauss ----------------------------- Jay J. Strauss Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr., John Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Investments, Inc. for the year ended December 31, 1995, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. Dated: February 1, 1996 /s/ John W. Wynne ----------------------------- John W. Wynne Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Darell E. Zink, Jr., John Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Investments, Inc. for the year ended December 31, 1995, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. Dated: February 1, 1996 /s/ Thomas L. Hefner ----------------------------- Thomas L. Hefner Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, John Gaskin and Dennis D. Oklak, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Investments, Inc. for the year ended December 31, 1995, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. Dated: February 1, 1996 /s/ Darell E. Zink, Jr. ----------------------------- Darell E. Zink, Jr. Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Thomas L. Hefner, Darell E. Zink, Jr. and John Gaskin, and each of them, his attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign the annual report on Form 10-K of Duke Realty Investments, Inc. for the year ended December 31, 1995, and any amendment thereof, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. Dated: February 1, 1996 /s/ Dennis D. Oklak ----------------------------- Dennis D. Oklak EX-27 10 FINANCIAL DATA SCHEDULE
5 1,000 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 5,727 0 24,212 (1,465) 0 33,791 963,499 (56,335) 1,045,588 51,243 454,820 0 0 241 534,548 1,045,588 0 133,601 69,717 0 7,441 0 21,424 35,019 0 35,019 0 0 0 35,019 1.54 0
EX-99.1 11 EXHIBIT 99.1 EXHIBIT 99.1 SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Selected quarterly information for the years ended December 31, 1995 and 1994 is as follows (in thousands, except per share amounts):
Quarter Ended ------------------------------------------------------- 1995 DECEMBER 31 SEPTEMBER 30 JUNE 30 MARCH 31 - ---------------------------------------- ----------- ------------ ------- -------- Revenues from Rental Operations $ 32,298 $ 29,098 $ 26,694 $ 25,551 Revenues from Service Operations $ 4,496 $ 5,125 $ 4,321 $ 3,835 Net income $ 10,007 $ 9,306 $ 8,290 $ 7,416 Net income per share $ 0.41 $ 0.39 $ 0.38 $ 0.36 Weighted average shares 24,151 24,136 21,979 20,392 Funds From Operations (1) $ 16,313 $ 14,857 $ 13,076 $ 12,230 Cash flow provided by (used by): Operating activities 16,432 21,391 24,905 15,892 Investing activities (100,325) (74,823) (79,456) (34,965) Financing activities 29,925 77,715 82,158 (13,555) 1994 - ---------------------------------------- Revenues from Rental Operations $ 23,611 $ 23,089 $ 21,592 $ 21,007 Revenues from Service Operations $ 4,486 $ 4,968 $ 4,610 $ 4,409 Net income $ 7,111 $ 7,685 $ 5,821 $ 5,599 Net income per share $ 0.35 $ 0.48 $ 0.36 $ 0.35 Weighted average shares 20,304 16,072 16,046 16,046 Funds From Operations (1) $ 11,644 $ 9,774 $ 9,225 $ 8,772 Cash flow provided by (used by): Operating activities 25,901 193 15,896 9,883 Investing activities (28,045) (29,137) (49,155) (9,901) Financing activities 9,025 57,466 30,251 (2,009)
(1) Funds From Operations is defined by the National Association of Real Estate Investment Trusts as net income or loss excluding gains or losses from debt restructuring and sales of property plus depreciation and amortization, and after adjustments for minority interest, unconsolidated partnerships and joint ventures (adjustments for minority interest, unconsolidated partnerships and joint ventures are calculated to reflect Funds From Operations on same basis). Funds From Operations does not represent cash flow from operations as defined by generally accepted accounting principles, should not be considered as an alternative to net income as an indicator of the Company's operating performance, and is not indicative of cash available to fund all cash flow needs. The calculation of Funds From Operations for each of the above quarters has been revised to conform with the presentation for annual 1995 Funds From Operations which excludes amounts attributable to minority interests. -----END PRIVACY-ENHANCED MESSAGE-----