DUKE REALTY INVESTMENTS, INC.
(AN INDIANA CORPORATION)
3,000,000 DEPOSITARY SHARES
EACH REPRESENTING 1/10 OF A 7.99% SERIES B CUMULATIVE STEP-UP PREMIUM RATE
PREFERRED SHARE (PAR VALUE $0.01 PER SHARE)
(LIQUIDATION PREFERENCE EQUIVALENT TO $50.00 PER DEPOSITARY SHARE)
TERMS AGREEMENT
Dated: JULY 8, 1997
To: Duke Realty Investments, Inc.
0000 Xxxxxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We understand that Duke Realty Investments, Inc., an Indiana
corporation (the "Company"), proposes to issue and sell 3,000,000
depositary shares (the "Depositary Shares") each representing 1/10 of a 7.99%
Series B Cumulative Step-Up Premium Rate -sm- Preferred Share, par value
$0.01 per share (collectively, the "Series B SUPeR 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, we offer to purchase the
Underwritten Securities at the purchase price set forth below.
The Underwritten Securities shall have the following terms:
Title: Depositary Shares Each Representing 1/10 of a
7.99% Series B Cumulative SUPeR Preferred Share
(par value $0.01 per share) (Liquidation
Preference Equivalent to $50 per Depositary
Share).
Rank: The Underwritten Securities will rank PARI PASSU
with any other preferred shares and will rank
senior to the Common Shares of the Company and any
other shares of the Company ranking junior to the
Series SUPeR Preferred Shares.
Anticipated Ratings: BBB- by Standard & Poor's; baa3 by Xxxxx'x; BBB-by
Duff + Xxxxxx.
Number of Underwritten
Securities: 3,000,000.
Number of Option
Underwritten
Securities: None.
Dividend Rate: 7.99% of the liquidation preference per
Depositary Share per annum from July 11, 1997 to
and including September 30, 2012; thereafter,
beginning October 1, 2012, at 9.99% of the
liquidation preference per Depositary Share per
annum.
Dividend payment dates: March 31, June 30, September 30 and December 31
(or, if not a business day, then the immediately
succeeding business day), commencing on
September 30, 1997.
Stated value: $50
Liquidation preference
per Depositary Share: $50
Redemption provisions: The Depositary Shares are not redeemable prior to
September 30, 2007. On and after September 30,
2007, the Depositary Shares will be redeemable
for cash at the option of the Company, in whole
or in part, at $50.00 per share, plus
distributions accrued and unpaid to the
redemption date. The redemption price (other
than the portion thereof consisting of accrued
and unpaid distributions) is payable solely out
of the sale proceeds of other capital shares of
the Company which may include other series of
preferred shares, and from no other source.
Sinking fund requirements: N/A.
Conversion provisions: The Series B SUPeR Preferred Shares are not
convertible or exchangeable for any other
property or securities of the Company.
Voting rights: If distributions on the Series B SUPeR 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 Company until all distribution arrearages
are paid.
Listing requirements: NYSE.
Initial public offering
price per Depositary
Share: $50 plus accrued distributions, if any, from the
date of original issue.
Purchase price per
Depositary Share: $48.75.
Other terms and conditions: N/A.
Closing time, date and
location: 10:00 A.M., New York City time, July 11, 1997 at
the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
All of the provisions contained in the document attached as Annex A
hereto entitled "DUKE REALTY INVESTMENTS, INC. AND DUKE REALTY LIMITED
PARTNERSHIP--Common Stock, Preferred Stock, Depositary Shares and Debt
Securities--Uderwriting Agreement" are hereby 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 1:00 o'clock p.m. (New York City
time) on July 8, 1997 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: /s/ Xxxxxx X. Xxxxx
---------------------------------------------
For themselves and as Representatives of the
other named Underwriters.
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
Accepted:
DUKE REALTY INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
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