-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bCtESlEnLonpkSyoHzSyPlNUEJyO5mCF8b3Wr04sF/5DYXvQp6npKuoJ6QEfQc31 4/i+KTJ0c40jb95SzU9ygQ== 0000912057-95-002900.txt : 19950501 0000912057-95-002900.hdr.sgml : 19950501 ACCESSION NUMBER: 0000912057-95-002900 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950428 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09044 FILM NUMBER: 95532804 BUSINESS ADDRESS: STREET 1: 8888 KEYSTONE CROSSING STE 1200 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178464700 10-K/A 1 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) /X/ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 1994 / / Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 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 incorporation or organization) Identification No.) 8888 Keystone Crossing, Suite 1200 Indianapolis, Indiana 46250 (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 New York Stock Exchange ($.01 par value) 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 / /. The aggregate market value of the voting shares of the Registrant's outstanding shares held by non-affiliates of the Registrant is $540,385,853 based on the last reported sale price on March 8, 1995. The number of shares outstanding as of March 8, 1995 was 20,391,919. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement dated March 22, 1995 of the Registrant, filed pursuant to Regulation 14A, are incorporated by reference in Part III of this Annual Report on Form 10-K. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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. / / ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (A) DOCUMENTS FILED AS PART OF THIS REPORT. 3. EXHIBITS Exhibit Number Description ------- ------------------------------------------------------------ 3.1 Articles of Incorporation of Registrant are incorporated herein by reference to Exhibit 3.3 to the registration statement on Form S-2, as amended, filed on June 8, 1993, as File No. 33-64038 (the "Registration Statement"). 3.2 By-Laws of Registrant are incorporated herein by reference to Exhibit 3.4 to the Registration Statement. 4. 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. 10.1 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. 10.2 Agreement of Limited Partnership of Duke Realty Services Limited Partnership (the "Services Partnership") is incorporated herein by reference to Exhibit 10.2 to the Registration Statement. 10.3 Promissory Note of the Services Partnership is incorporated herein by reference to Exhibit 10.3 to the Registration Statement. 10.4 Duke Realty Services Limited Partnership 1993 Stock Option Plan is incorporated herein by reference to Exhibit 10.4 to the Registration Statement. 10.5 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 Registration Statement. 10.6 Management Agreement relating to the Excluded Properties is incorporated herein by reference to Exhibit 10.6 to the Registration Statement. 2 10.7 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 Registration Statement. 10.8 Contribution Agreement for certain assets and contracts contributed by Duke Associates to the Services Partnership is incorporated herein by reference to Exhibit 10.8 to the Registration Statement. 10.9 Contribution Agreement for certain contracts contributed by Duke Associates to the Operating Partnership is incorporated herein by reference to Exhibit 10.9 to the Registration Statement. 10.10 Stock Purchase Agreement is incorporated herein by reference to Exhibit 10.10 to the Registration Statement. 10.11 Indemnification Agreement is incorporated herein by reference to Exhibit 10.11 to the Registration Statement. 21. List of Subsidiaries of Registrant. 23. Consent of KPMG Peat Marwick LLP. 24. Executed powers of attorney of certain directors. 27. Financial Data Schedule. 99.1 Selected Quarterly Financial Information. 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 1995 Annual Meeting of Shareholders. 3 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. Date: April 27, 1995 By: /s/ Dennis D. Oklak ----------------------------- Dennis D. Oklak Vice President and Treasurer 4 EX-23 2 EXHIBIT 23 [KPMG PEAT MARWICK LLP LETTERHEAD] EXHIBIT 23 The Board of Directors Duke Realty Investments, Inc.: We consent to incorporation by reference in the registration statement (No. 33- 54997) on Form S-3, and the registration statement (No. 33-55727) on Form S-8, of Duke Realty Investments, Inc. and subsidiaries of our report dated January 25, 1995, relating to the consolidated balance sheets of Duke Realty Investments, Inc. and subsidiaries as of December 31, 1994 and 1993, 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, 1994, and the related financial statement schedule, which report appears in the December 31, 1994 annual report on Form 10-K of Duke Realty Investments, Inc. KPMG Peat Marwick LLP Indianapolis, Indiana April 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----