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DRE > SEC Filings for DRE > Form 8-K on 6-Aug-2014All Recent SEC Filings

Show all filings for DUKE REALTY CORP

Form 8-K for DUKE REALTY CORP


6-Aug-2014

Entry into a Material Definitive Agreement, Amendments to Articles of Inc. or By


Item 1.01 Entry into a Material Definitive Agreement.

Please see the information in Item 5.03 below, which is incorporated herein by this reference.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 5, 2014, Duke Realty Corporation, an Indiana corporation (the "Company"), filed with the Secretary of State of the State of Indiana the First Articles of Amendment (the "Charter Amendment") to the Company's Fifth Amended and Restated Articles of Incorporation (the "Articles"). The effective date of the Charter Amendment was August 5, 2014, and the purpose of the Charter Amendment was to remove from the Articles the exhibit designating and setting forth the rights of the Company's previously issued 6.625% Series J Cumulative Redeemable Preferred Shares, which series has been redeemed in full and no shares of which series remain outstanding. In accordance with Indiana law and the Company's organizational documents, the shares of each such redeemed series of preferred shares shall again become authorized but unissued preferred shares, available for issuance by the Company.

Also on August 5, 2014, Duke Realty Limited Partnership, an Indiana limited partnership (the "Operating Partnership") of which the Company is the sole general partner, executed a corresponding First Amendment (the "Limited Partnership Agreement Amendment") to the Fifth Amended and Restated Agreement of Limited Partnership (the "Limited Partnership Agreement"). The effective date of the Limited Partnership Agreement Amendment was August 5, 2014, and the purpose of the Limited Partnership Agreement Amendment was to remove from the Limited Partnership Agreement the exhibit designating and setting forth the rights of the Operating Partnership's previously issued 6.625% Series J Cumulative Redeemable Preferred Units, which series has since been redeemed in full and no units of which series remain outstanding. In accordance with Indiana law and the Operating Partnership's organizational documents, all such redeemed series of preferred units shall again become authorized but unissued preferred units, available for issuance by the Operating Partnership.

Pursuant to General Instruction F to the Securities and Exchange Commission's Current Report on Form 8-K, the Charter Amendment and the Limited Partnership Agreement Amendment are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated into this Item 5.03 by this reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number Description
3.1            First Articles of Amendment to the Fifth Amended and Restated
               Articles of Incorporation of Duke Realty Corporation, deleting
               Exhibit A and de-designating the related Series J Preferred
               Shares, effective August 5, 2014.
3.2            First Amendment to Fifth Amended and Restated Agreement of
               Limited Partnership of Duke Realty Limited Partnership, effective
               August 5, 2014.


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