---------------------------------------------------------------------- ---------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 27, 1998 DUKE REALTY LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Indiana 0-20625 35-1898425 (State or jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 8888 KEYSTONE CROSSING, SUITE 1200 INDIANAPOLIS, INDIANA 46240 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317) 574-3531 Not applicable (Former name or former address, if changed since last report) ---------------------------------------------------------------------- ---------------------------------------------------------------------- ITEM 7. FINANCIAL STATEMENTS AND 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. 333-26845, under the Securities Act of 1933, 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 Form of Terms Agreement dated May 27, 1998. 4 Form of Fifth Supplemental Indenture dated May 27, 1998, including form of global note evidencing 6-3/4% Notes due May 30, 2008. 5 Opinion of Bose McKinney & Evans, including consent. 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 INVESTMENTS, INC., General Partner Date: June 1, 1998 By: /s/ Dennis D. Oklak ------------------------ Dennis D. Oklak Executive Vice President, Chief Administrative Officer and Treasurer -2-