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): July 31, 2009
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. |
On July 31, 2009, Duke Realty Corporation, the sole general partner of Duke Realty Limited Partnership (the “Partnership”), executed the Third Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) to remove from the Second Amended and Restated Agreement of Limited Partnership certain exhibits designating and setting forth the rights of each of the Partnership’s previously issued and now fully redeemed series of preferred units and to make certain other inconsequential changes to the Partnership Agreement.
Pursuant to General Instruction F to the Securities and Exchange Commission’s Current Report on Form 8-K, the Third Amended and Restated Agreement of Limited Partnership is attached hereto as Exhibit 3.1 and is incorporated into this Item 5.03 by this reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit No. | Description | |
| 3.1 | Third Amended and Restated Agreement of Limited Partnership, effective July 31, 2009. |
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 | |||||
| As its sole General Partner | ||||||
| August 5, 2009 | By: | /s/ Howard L. Feinsand | ||||
| Name: | Howard L. Feinsand | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||
