EXHIBIT 1.2
DUKE-WEEKS REALTY CORPORATION
(AN INDIANA CORPORATION)
3,000,000 DEPOSITARY SHARES
EACH REPRESENTING 1/10 OF A 8.45% SERIES I CUMULATIVE REDEEMABLE
PREFERRED SHARE (PAR VALUE $0.01 PER SHARE)
(LIQUIDATION PREFERENCE EQUIVALENT TO $25.00 PER DEPOSITARY SHARE)
TERMS AGREEMENT
Dated: January 29, 2001
To: Duke-Weeks Realty Corporation
000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We understand that Duke-Weeks Realty Corporation, an Indiana corporation
(the "Company"), proposes to issue and sell 3,000,000 depositary shares (the
"Depositary Shares") each representing 1/10 of a 8.45% Series I Cumulative
Redeemable Preferred Share, par value $0.01 (collectively, the "Series I
Preferred Shares"), of the Company (such Depositary Shares being collectively
hereinafter referred to as the "Underwritten Securities"). Subject to the terms
and conditions set forth or incorporated by reference herein, the underwriters
named below (the "Underwriters") offer to purchase the Initial Securities (as
defined in the Underwriting Agreement referred to below) and the Option
Securities (as defined in the Underwriting Agreement referred to below) to the
extent any are purchased, at the purchase price set forth below.
Number of Shares
of Initial
Underwriter Underwritten Securities
----------- -----------------------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx 892,000
Incorporated
X.X. Xxxxxxx & Sons, Inc. 892,000
UBS Warburg LLC 892,000
Xxxx Xxxxxxxx Incorporated 36,000
First Union Securities, Inc. 36,000
Fleet Securities, Inc. 36,000
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 36,000
McDonald Investments Inc., A KeyCorp Company 36,000
Xxxxxxx Xxxxx & Associates, Inc. 36,000
The Xxxxxxxx-Xxxxxxxx Company, LLC 36,000
Southwest Securities, Inc. 36,000
U.S. Bancorp Xxxxx Xxxxxxx Inc. 36,000
The Underwritten Securities shall have the following terms:
Title of securities: Depositary Shares each representing 1/10 of a 8.45%
Series I Cumulative Redeemable Preferred Share (Par
Value $0.01 Per Share) (Liquidation Preference
Equivalent to $25.00 Per Depositary Share).
Number of shares: 3,000,000
Public offering price per share: $25.00, plus accumulated dividends, if any, from the
date of original issue.
Purchase price per share: $24.2125
Number of Option Securities, if any, that 450,000
may be purchased by the Underwriters:
Dividend rate: Cumulative dividends in the amount of 8.45% of the
liquidation preference per annum (equivalent to
$2.1125 per annum per Depositary Share); payable
quarterly on or about the last day of each March,
June, September and December of each year.
Voting and other rights: If distributions on the Series I Preferred Shares are in
arrears for six or more quarterly periods, whether or
not consecutive, holders of the Underwritten
Securities (voting separately as a class with all
other series of preferred shares upon which like
voting rights have been conferred and are
exercisable) will be entitled to vote for the
election of two additional Directors to serve on the
Board of Directors of the
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Company until all distribution arrearages are paid.
Additional co-managers: X.X. Xxxxxxx & Sons, Inc., UBS Warburg LLC
Liquidation preference: $25.00 per Depositary Share.
Ranking: The Underwritten Securities will rank PARI PASSU
with any other preferred shares (except the
Series C Junior Preferred Stock to which the
Underwritten Securities rank senior) and
will rank senior to the Common Stock of the
Company and any other shares of the Company
ranking junior to the Series I Preferred
Shares.
Conversion provision: The Series I Preferred Shares are not convertible
or exchangeable for any other property or
securities of the Company.
Redemption provisions: The Depositary Shares may be redeemed, in whole or
in part at the option of the Company, as of February
1, 2006, solely from the proceeds of an offering of
the Company's capital shares, at a redemption price
of $25.00 per Depositary Share, plus accrued and
unpaid distributions thereon to the date fixed for
redemption, without interest.
Sinking fund provisions: None
Closing time, date and location: February 1, 2001, 10:00 a.m., New York City Time,
Xxxxxxxx Chance Xxxxxx & Xxxxx LLP, 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Other Terms: Sections 3(o) and 5(h) of the Underwriting
Agreement are inapplicable to this transaction.
All the provisions contained in the document attached as Annex A hereto
entitled "Duke-Weeks Realty Corporation and Duke-Weeks Realty Limited
Partnership -- Common Stock, Preferred Stock, Depositary Shares and Debt
Securities - Underwriting Agreement" are incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined.
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Please accept this offer no later than 5 o'clock P.M. (New York City time)
on January 29, 2001 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
For Themselves and as Representatives
of the other named underwriters
Name:
Title:
Accepted:
DUKE-WEEKS REALTY CORPORATION
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Name:
Title:
DUKE-WEEKS REALTY LIMITED PARTNERSHIP
By: DUKE-WEEKS REALTY CORPORATION
General Partner
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Name:
Title:
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