Duke Realty 8-K 2009
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): April 16, 2009
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:
On April 16, 2009, Duke Realty Corporation (the Company) and Duke Realty Limited Partnership (the Operating Partnership) entered into a Terms Agreement (including the related Underwriting Agreement, dated as of April 16, 2009, attached as Annex A thereto and made a part thereof, the Terms Agreement) with the several underwriters named therein (the Underwriters), pursuant to which the Underwriters agreed to purchase from the Company an aggregate of 75,210,000 shares of common stock, $0.01 par value (the Common Stock) (including 9,810,000 shares issued pursuant to the Underwriters over-allotment option). The shares of Common Stock were registered with the Securities and Exchange Commission (the Commission) pursuant to the Companys and the Operating Partnerships automatic shelf registration statement on Form S-3 (Registration Statement No. 333-136173) (as may be amended and/or supplemented, the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act).
Pursuant to General Instruction F to the Commissions Form 8-K, a copy of the Terms Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K (this Report), and the Terms Agreement is incorporated into this Item 1.01 by this reference.
On April 21, 2009, the Company completed the issuance and sale of 75,210,000 shares of its Common Stock pursuant to the Terms Agreement filed as Exhibit 1.1 to this Report.
The following exhibits are filed with this Report pursuant to Item 601 of the Commissions Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This Report 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 Report, 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.