UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 22, 2004
DUKE REALTY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Indiana |
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1-9044 |
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35-1740409 |
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(State or other Jurisdiction |
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(Commission |
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(IRS Employer |
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of Incorporation) |
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File Number) |
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Identification No.) |
600 East 96th Street
Suite 100
Indianapolis, IN 46240
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including area code: (317) 808-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendment to Articles of Incorporation
On November 22, 2004, the Company filed with the Indiana Secretary of State a designating amendment to the Third Restated Articles of Incorporation establishing the terms of the 6.6% Series L Cumulative Redeemable Preferred Stock, 800,000 shares of which will be sold on November 30, 2004. The designating amendment, which is set forth as Exhibit 3.1 to this report, was duly authorized by the Company’s Board of Directors pursuant to Section 6.01 of the Third Restated Articles of Incorporation.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are filed with this report pursuant to Regulation S-K Item 601 in lieu of filing the otherwise required exhibits to the registration statement on Form S-3 of the Registrant, file no. 333-108557, under the Securities Act of 1933, as amended (as amended, the “Registration Statement”), and which, as this Form 8-K filing is incorporated by reference in the Registration Statement, is set forth in full in the Registration Statement.
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Exhibit Number |
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Exhibit |
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1.1 |
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Terms Agreement dated November 2, 2004. |
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1.2 |
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Underwriting Agreement dated November 2, 2004. |
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3.1 |
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Designating Amendment to the Third Restated Articles of Incorporation of Duke Realty Corporation establishing the terms of the 6.6% Series L Cumulative Redeemable Preferred Stock. |
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3.2 |
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Form of certificate representing Series L Preferred Shares. |
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4 |
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Deposit Agreement dated as of November 30, 2004 by and among Duke Realty Corporation, American Stock Transfer & Trust Company and the holders from time to time of the Depositary Receipts (which includes as an exhibit the form of Depositary Receipt). |
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5 |
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Legality Opinion of Alston & Bird LLP. |
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8 |
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Tax Opinion of Alston & Bird LLP. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DUKE REALTY CORPORATION |
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November 29, 2004 |
By: |
/s/ Howard L. Feinsand |
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Howard L. Feinsand |
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Executive Vice President, |
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