Duke Realty 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 31, 2006
DUKE REALTY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
600 East 96th Street
Indianapolis, IN 46240
(Address of Principal Executive Offices, Zip Code)
Registrants 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))
On January 26, 2006, Duke Realty Corporation (the Company) filed with the Secretary of State of the State of Indiana a designating amendment (the Designating Amendment) to the Companys Third Restated Articles of Incorporation establishing the number, terms and rights of the Companys 6.95% Series M Cumulative Redeemable Preferred Stock, par value $0.01 per share (the Series M Preferred Stock).
Pursuant to General Instruction F to the Securities and Exchange Commissions (the Commission) Form 8-K, the Designating Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by this reference.
Item 8.01 Other Events.
On January 31, 2006, the Company completed the issuance of 736,000 shares of its Series M Preferred Stock to American Stock Transfer & Trust Company, as depositary, and the related issuance and sale to the public of 7,360,000 Depositary Shares, each representing 1/10th of a share of the Companys Series M Preferred Stock. The Depositary Shares were registered with the Commission pursuant to the Companys registration statement on Form S-3 (Registration Statement No. 333-120492) (as may be amended, the Registration Statement), under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed with this Current Report on Form 8-K pursuant to Item 601 of the Commissions Regulation S-K in lieu of filing the otherwise required exhibits to the Companys Registration Statement. This Form 8-K is incorporated by reference into the Registration Statement, and, as such, the Company is filing the following exhibits to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Current Report on Form 8-K, and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or in the exhibits hereto represent, either individually or in the aggregate, a fundamental change (as such term is used in Item 512(a)(1)(ii) of the Commissions Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.
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.