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): December 14, 2004
DUKE REALTY LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
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, 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 8.01. Other Events.
The purpose of this filing is to set forth certain exhibits in connection with the issuance by Duke Realty Limited Partnership (the “Operating Partnership”) on December 22, 2004 of $250,000,000 of Senior Floating Rate Notes due 2006.
On December 22, 2004, we issued $250,000,000 aggregate principal amount of our Senior Floating Rate Notes due 2006. The Notes were issued under the Indenture dated as of September 19, 1995, as supplemented by the Eighteenth Supplemental Indenture dated as of December 22, 2004, among the Operating Partnership and J.P. Morgan Trust Company, National Association (as successor in interest to The First National Bank of Chicago).
Item 9.01. Financial Statements and Other 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. 333-120492-01, 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, are set forth in full in the Registration Statement.
Exhibit Number | | Exhibit | |
| | | |
1.1 | | Terms Agreement dated December 14, 2004. | |
1.2 | | Underwriting Agreement dated December 14, 2004. | |
4 | | Eighteenth Supplemental Indenture dated as of December 22, 2004, including form of global note evidencing the Senior Floating Rate Notes due 2006. | |
5 | | Opinion of Alston & Bird LLP, including consent. | |
8 | | Tax opinion of Alston & Bird LLP, including consent. | |
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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.
| DUKE REALTY LIMITED PARTNERSHIP |
| |
| By: | Duke Realty Corporation, its general partner |
| |
| |
| | By: | /s/ Howard L. Feinsand | |
| | Howard L. Feinsand |
| | Executive Vice President, General Counsel
and Secretary |
| |
Dated: December 22, 2004 | |
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