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): August 8, 2008
DUKE REALTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
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| Indiana | | 0-20625 | | 35-1898425 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | |
| 600 East 96th Street, Suite 100, Indianapolis, Indiana | | 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:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.03. | | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 8, 2008, Duke Realty Limited Partnership (the “Partnership”) executed the Thirteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership (the “Amendment”). The effective date of the Amendment was August 8, 2008, and the purpose of the Amendment was to remove from the Second Amended and Restated Agreement of Limited Partnership those exhibits designating and setting forth the rights of the Partnership’s previously issued Series C Junior Preferred Units, which has since been redeemed in full and no units of which series are any longer outstanding. In accordance with Indiana law and the Partnership’s organizational documents, all such redeemed series of preferred units shall again become authorized but unissued preferred units, available for issuance by the Partnership.
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 thereunto duly authorized.
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| | DUKE REALTY LIMITED PARTNERSHIP
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| | By: | Duke Realty Corporation, its sole general partner | |
| |
| | By: | /s/ Howard L. Feinsand | |
| | | Howard L. Feinsand | |
| | | Executive Vice President, General Counsel and Corporate Secretary | |
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Dated: August 15, 2008
