SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 28, 1999
Date of Report (Date of earliest event reported)
DUKE REALTY INVESTMENTS, INC.
(Exact Name of Registrant as Specified in its Charter)
INDIANA 1 - 9044 35 - 1740409
(State of Organization) (Commission File Number) (IRS Employer Identification No.)
8888 KEYSTONE CROSSING STE 1200
INDIANAPOLIS
IN 46240
(Address of Registrant's Principal Executive Office) (Zip Code)
(317) 808-6262
(Registrant's telephone number, including area code)
Item 5. OTHER EVENTS.
On March 1, 1999, Duke Realty Investments, Inc. ("Duke") announced that
it entered into an Agreement and Plan of Merger, dated as of February 28, 1999
(the "Merger Agreement"), with Weeks Corporation ("Weeks"), pursuant to which
Weeks will merge with and into Duke. In the merger, each outstanding share of
common stock of Weeks will be converted into the right to receive 1.38 shares of
common stock of Duke; each outstanding share of 8.0% Series A Cumulative
Redeemable Preferred Stock of Weeks will be converted into the right to receive
one preference share of Duke representing 1/1000 of a share of 8.0% Series F
Cumulative Redeemable Preferred Stock of Duke; and each outstanding share of
8.625% Series D Cumulative Redeemable Preferred Stock of Weeks will be converted
into the right to receive one preference share of Duke representing 1/1000 of a
share of 8.625% Series H Cumulative Redeemable Preferred Stock of Duke. The
terms of the Duke preference shares to be issued in the Merger will be identical
to the terms of the Weeks Series A and Series D preferred stock. Weeks'
principal operating subsidiary, Weeks Realty, L.P. (the "Weeks Operating
Partnership"), will be merged with and into Duke Realty Limited Partnership (the
"Duke Operating Partnership"). The transactions are expected to close in the
second or third quarter of 1999, subject to receipt of necessary approvals by
the Duke and Weeks shareholders and satisfaction of customary closing
conditions.
Holders representing approximately 2% of the outstanding common
stock of Weeks have entered into voting agreements, agreeing to vote their
shares in favor of the transactions. Holders representing approximately 5% of
the outstanding common stock of Duke have entered into voting agreements,
agreeing to vote their shares in favor of the transactions. The requisite
approvals of the partners of Duke Operating Partnership and Weeks Operating
Partnership to the transactions have been obtained. Weeks has agreed with
Duke that if the Merger Agreement is terminated under certain circumstances,
Weeks will pay Duke certain fees and expenses. Duke has agreed with Weeks
that if the Merger Agreement is terminated under certain other circumstances,
Duke will pay Weeks certain fees and expenses.
A copy of the Company's press release announcing the transactions is
attached hereto as Exhibit 99.1.
Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits.
FINANCIAL STATEMENTS.
None.
PRO FORMA FINANCIAL INFORMATION.
None.
EXHIBITS.
10.1 Agreement and Plan of Merger, dated as of
February 28, 1999, by and between Duke
Realty Investments, Inc. and Weeks
Corporation.
10.2 Agreement and Plan of Merger, dated as of
February 28, 1999, by and between Duke
Realty Limited Partnership and Weeks Realty,
L.P.
10.3 Form of Voting Agreement, dated as of
February 28, 1999, among Duke Realty
Investments, Inc., certain shareholders of
Weeks Corporation and certain holders of
partnership interests of Weeks Realty, L.P.
10.4 Form of Voting Agreement, dated as of
February 28, 1999, among Weeks Corporation,
certain shareholders of Duke Realty
Investments, Inc. and certain holders of
partnership interests of Duke Realty Limited
Partnership.
99.1 Press Release, dated March 1, 1999.
99.2 Supplemental information package appearing
on Duke's web site.
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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 INVESTMENTS, INC.
By: /s/ John R. Gaskin
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Name: John R. Gaskin
Title: Vice President,
General Counsel
and Secretary
Date: March 3, 1999
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
10.1 Agreement and Plan of Merger, dated as of February
28, 1999, by and between Duke Realty Investments,
Inc. and Weeks Corporation.
10.2 Agreement and Plan of Merger, dated as of February
28, 1999, by and between Duke Realty Limited
Partnership and Weeks Realty, L.P.
10.3 Form of Voting Agreement, dated as of February 28,
1999, among Duke Realty Investments, Inc., certain
shareholders of Weeks Corporation and certain holders
of partnership interests of Weeks Realty, L.P.
10.4 Form of Voting Agreement, dated as of February 28,
1999, among Weeks Corporation, certain shareholders
of Duke Realty Investments, Inc. and certain holders
of partnership interests of Duke Realty Limited
Partnership.
99.1 Press Release, dated March 1, 1999.
99.2 Supplemental information package appearing on Duke's
web site.
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