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- Alternative Formats (Word, et al.)
- (a) Benefit Plans
- About This Joint Proxy Statement and Prospectus
- (a) Capital Stock Owned by Weeks or its Subsidiaries
- Accounting Treatment
- Additional Provisions of the IBCL
- (a) Exchange Agent
- Agreement
- Agreement and Plan of Merger
- Amendment and Waiver
- Amendment of Articles of Incorporation
- Amendments to Duke Charter and Duke Bylaws
- Anti-Takeover Statutes
- (a) Organization, Standing and Corporate Power of Duke
- (a) Organization, Standing and Corporate Power of Weeks
- Appraisal Rights
- Appraisal Rights in Mergers and Reorganizations
- (a) Representations and Warranties
- Article Ii Effects of the Reit Merger; Exchange of Certificates
- Article Iii Representations and Warranties
- Article I the Reit Merger
- Article Iv Covenants
- Article IX
- Article Ix General Provisions
- Article V Additional Covenants
- Article Vi Conditions Precedent
- Article Vii Board Actions
- Article Viii Termination, Amendment and Waiver
- Article X Certain Definitions
- (a) Shareholder Approvals
- Authorized Capital
- Background of the Merger
- (b) Conversion of Weeks Capital Stock Into Duke Capital Stock
- (b) Duke Subsidiaries; Interests in Other Persons
- (b) Duke to Provide Merger Consideration
- (b) Listing of Shares
- Board of Directors
- (b) Performance of Obligations of Duke and Duke OP
- (b) Performance of Obligations of Weeks and Weeks OP
- (b) Stock Incentive Plans
- (b) Weeks Subsidiaries; Interests in Other Persons
- Calculation of Registration Fee
- Cautionary Statement Regarding Forward-Looking Statements
- (c) Capital Structure
- (c) Change in Control Agreements
- (c) Exchange Procedure
- (c) Material Adverse Change
- Combined Company, The
- Companies, The
- Comparative Market and Per Share Data
- Comparison of Shareholder Rights
- Conditions to the Merger
- Continuing Directors
- Covenants
- (c) Registration Statement
- (c) Shares of Duke Capital Stock
- (d) Authority; Noncontravention; Consents
- Description of Common Shares
- Description Of Depositary Shares
- Description of Duke Capital Stock Issued Before the Merger
- Description of Duke Capital Stock Issued in Connection With the Proposed Merger
- Description of Preferred Shares
- Directors
- Disclosure of New Plan Benefits
- Discounted Cash Flow Analysis -- Discounted Dividend Method
- Dividends
- (d) No Injunctions or Restraints
- (d) Opinions Relating to REIT and Partnership Status
- (d) Record Dates; Distributions with Respect to Unexchanged Shares
- Duke
- Duke Directors Proposal, The
- Duke Directors' Stock Option Proposal, The
- Duke Directors' Stock Payment Plan Proposal, The
- Duke Salary Replacement Proposal, The
- Duke's Board Recommendation
- Duke's Director and Executive Compensation Information
- Duke Shares
- Duke-Weeks Pro Forma Summary Financial Data
- Effective Time of the Merger
- Effect of the Merger
- (e) HSR Act
- (e) No Further Ownership Rights in Weeks Capital Stock
- (e) Other Tax Opinion
- (e) SEC Documents; Financial Statements; Undisclosed Liabilities
- Exchange of Weeks Shares
- Exhibits and Financial Statement Schedules
- Expenses of Solicitation
- (f) Absence of Certain Changes or Events
- (f) Consents
- Federal Income Tax Consequences
- Federal Income Tax Consequences of the Directors' Plan
- Federal Income Tax Consequences of the Salary Replacement Plan
- (f) Unclaimed Merger Consideration
- (g) Directors' Resignations
- General
- (g) Litigation
- (g) No Fractional Shares
- (h) Absence of Changes in Benefit Plans; ERISA Compliance
- (h) Withholding
- Indemnification; Directors' and Officers' Insurance
- Indemnification of Directors and Officers
- Independent Public Accountants and Experts
- Indiana Control Share Acquisition Statute
- (i) No Dissenters' Rights
- Interests of Weeks Directors, Officers and Significant Shareholders
- (i) Taxes
- (j) No Loans or Payments to Employees, Officers or Directors
- (k) Brokers; Schedule of Fees and Expenses
- (l) Compliance with Laws
- Legal Matters
- Material Features of the Directors' Plan
- Material Features of the Directors' Stock Payment Plan
- Material Features of the Salary Replacement Plan
- Material Federal Income Tax Consequences
- (m) Contracts; Debt Instruments
- Meetings, The
- Merger Agreement, The
- Merger and the Merger Proposal, The
- Merger Consideration
- Merger Proposal, The
- Merger, The
- (n) Duke OP Agreement
- Negative Factors Considered by the Duke Board
- Negative Factors Considered by the Weeks Board
- (n) OP Agreement
- No Solicitation of Transactions
- Notes to Pro Forma Condensed Consolidated Balance Sheet
- (o) Environmental Matters
- Opinion of Duke's Financial Advisor
- Opinion of Weeks' Financial Advisor
- Other matters
- (p) Duke Properties
- Positive Factors Considered by the Duke Board
- Positive Factors Considered by the Weeks Board
- Power to Adopt, Amend or Repeal By-Laws
- Pre-Merger Distributions
- Pro Forma Condensed Consolidated Financial Statements
- Proposal for Additional Amendments to Duke's Articles, The
- Proposal to Increase the Size of Duke's Board, The
- (p) Weeks Properties
- (q) Books and Records
- (q) Opinion of Financial Advisor
- Questions and Answers About the Merger
- Reasons for the Merger; Recommendation of the Duke Board
- Reasons for the Merger; Recommendation of the Weeks Board
- Recommendations to Shareholders
- Record Dates; Distributions with Respect to Unexchanged Shares
- Removal of Directors
- Representations and Warranties
- Risk Factors
- Risk Factors Relating to the Merger
- Risk Factors Relating to the Ownership of Real Estate Securities
- (r) Opinion of Financial Advisor
- (r) State Takeover Statutes
- (s) 1940 Act
- Salary Replacement Plan
- Second Amended and Restated Articles of Incorporation
- Section 10.1. Certain Definitions
- Section 1.1. The REIT Merger
- Section 1.2. Closing
- Section 1.3. Effective Time
- Section 1.4. Charter and By-laws
- Section 1.5. Directors
- Section 1.6. Officers
- Section 2.1. Effect on Capital Stock
- Section 2.2. Exchange of Certificates
- Section 3.1. Representations and Warranties of Weeks
- Section 3.2. Representations and Warranties of Duke
- Section 4.1. Conduct of Business by Weeks and Weeks OP
- Section 4.2. Conduct of Business by Duke
- Section 4.3. Other Actions
- Section 5.10. Transfer and Gains Taxes; Shareholder Demand Letters
- Section 5.11. Benefit Plans and Other Employee Arrangements
- Section 5.12. Indemnification; Directors' and Officers' Insurance
- Section 5.13. Provisions Relating to Certain Weeks Indebtedness
- Section 5.14. The Weeks Rights Plan
- Section 5.15. Coordination of Dividends
- Section 5.16. Existing Restrictions on Resale of Certain Falcon Properties
- Section 5.17. Assumption of Warrants
- Section 5.18. Weeks Notes
- Section 5.19. Duke OP Partnership Agreement
- Section 5.1. Preparation of the Registration Statement and the Proxy Statement; Shareholders' Meetings; Partners' Consents
- Section 5.20. Registration Rights Agreements
- Section 5.21. Interim Transactions Committee
- Section 5.22. Executive Officer Appointments
- Section 5.2. Access to Information; Confidentiality
- Section 5.3. Commercially Reasonable Efforts; Notification
- Section 5.4. Affiliates
- Section 5.5. Tax Treatment
- Section 5.6. No Solicitation of Transactions
- Section 5.7. Public Announcements
- Section 5.8. NYSE Listing
- Section 5.9. Letters of Accountants
- Section 6.1. Conditions to Each Party's Obligation to Effect the Merger
- Section 6.2. Conditions to Obligations of Duke
- Section 6.3. Conditions to Obligation of Weeks and Weeks OP
- Section 7.1. Board Actions
- Section 7.2. Weeks Subsidiary Boards
- Section 8.1. Termination
- Section 8.2. Expenses
- Section 8.3. Effect of Termination
- Section 8.4. Amendment
- Section 8.5. Extension; Waiver
- Section 9.1. Nonsurvival of Representations and Warranties
- Section 9.2. Notices
- Section 9.3. Interpretation
- Section 9.4. Counterparts
- Section 9.5. Entire Agreement; No Third-Party Beneficiaries
- Section 9.6. GOVERNING LAW
- Section 9.7. Assignment
- Section 9.8. Enforcement
- Section 9.9. Exhibits; Disclosure Letters
- Selected Financial Data
- Service Companies Option
- Shareholder Action by Written Consent
- Shareholder Meetings, The
- Shareholder Rights Agreements
- Special Meetings of the Shareholders
- (s) State Takeover Statutes; Rights Agreement
- Summary
- Table of Contents
- Termination
- The Combined Company
- The Companies
- The Duke Directors Proposal
- The Duke Directors' Stock Option Proposal
- The Duke Directors' Stock Payment Plan Proposal
- The Duke Salary Replacement Proposal
- The Meetings
- The Merger
- The Merger Agreement
- The Merger and the Merger Proposal
- The Merger Proposal
- The Proposal for Additional Amendments to Duke's Articles
- The Proposal to Increase the Size of Duke's Board
- The Shareholder Meetings
- Thomas L. Hefner
- Times and Places; Purposes
- (t) Investment Company Act of 1940
- (t) Proxy Statement and Registration Statement
- (Unaudited)
- Unclaimed Merger Consideration
- Undertakings
- (u) Proxy Statement and Registration Statement
- (u) Vote Required
- Voting
- Voting Agreements
- Voting Rights
- (v) Vote Required
- (v) Year 2000 Issues
- Weeks
- Weeks' Board Recommendation
- Weeks Comparable Companies
- Where You Can Find More Information
- 8.0% Series F Cumulative Redeemable Preferred Shares
- 8.625% Series H Cumulative Redeemable Preferred Shares
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1 | 1st Page - Filing Submission
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" | Calculation of Registration Fee
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2 | Thomas L. Hefner
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6 | Table of Contents
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9 | Summary
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" | Questions and Answers About the Merger
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11 | The Companies
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12 | The Combined Company
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" | The Shareholder Meetings
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13 | Recommendations to Shareholders
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14 | The Merger
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" | Merger Consideration
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" | Effective Time of the Merger
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16 | Appraisal Rights
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" | Amendments to Duke Charter and Duke Bylaws
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17 | Voting Agreements
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18 | Selected Financial Data
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20 | Duke-Weeks Pro Forma Summary Financial Data
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21 | Comparative Market and Per Share Data
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22 | Risk Factors
|
" | Risk Factors Relating to the Merger
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24 | Risk Factors Relating to the Ownership of Real Estate Securities
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27 | Cautionary Statement Regarding Forward-Looking Statements
|
" | About This Joint Proxy Statement and Prospectus
|
28 | Duke
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" | Weeks
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32 | The Meetings
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" | Times and Places; Purposes
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34 | Other matters
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36 | The Merger and the Merger Proposal
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" | The Merger Proposal
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" | Duke's Board Recommendation
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37 | Weeks' Board Recommendation
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" | Effect of the Merger
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" | Background of the Merger
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42 | Reasons for the Merger; Recommendation of the Duke Board
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" | Positive Factors Considered by the Duke Board
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43 | Negative Factors Considered by the Duke Board
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" | Opinion of Duke's Financial Advisor
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45 | Weeks Comparable Companies
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46 | Discounted Cash Flow Analysis -- Discounted Dividend Method
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49 | Reasons for the Merger; Recommendation of the Weeks Board
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50 | Positive Factors Considered by the Weeks Board
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51 | Negative Factors Considered by the Weeks Board
|
" | Opinion of Weeks' Financial Advisor
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57 | Interests of Weeks Directors, Officers and Significant Shareholders
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59 | Service Companies Option
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" | Material Federal Income Tax Consequences
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60 | Pre-Merger Distributions
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62 | Accounting Treatment
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63 | The Merger Agreement
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" | General
|
" | Expenses of Solicitation
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64 | Exchange of Weeks Shares
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65 | Unclaimed Merger Consideration
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" | Record Dates; Distributions with Respect to Unexchanged Shares
|
" | Conditions to the Merger
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66 | Representations and Warranties
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67 | Covenants
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70 | No Solicitation of Transactions
|
71 | Termination
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72 | Indemnification; Directors' and Officers' Insurance
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" | Amendment and Waiver
|
73 | Comparison of Shareholder Rights
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" | Authorized Capital
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74 | Voting
|
" | Board of Directors
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" | Removal of Directors
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" | Special Meetings of the Shareholders
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75 | Shareholder Action by Written Consent
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" | Appraisal Rights in Mergers and Reorganizations
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" | Power to Adopt, Amend or Repeal By-Laws
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" | Amendment of Articles of Incorporation
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76 | Anti-Takeover Statutes
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78 | Shareholder Rights Agreements
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79 | Indiana Control Share Acquisition Statute
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" | Additional Provisions of the IBCL
|
80 | The Proposal to Increase the Size of Duke's Board
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81 | The Proposal for Additional Amendments to Duke's Articles
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82 | Description of Duke Capital Stock Issued Before the Merger
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" | Description of Common Shares
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83 | Description of Preferred Shares
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84 | Dividends
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" | Voting Rights
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85 | Description Of Depositary Shares
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86 | Description of Duke Capital Stock Issued in Connection With the Proposed Merger
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" | 8.0% Series F Cumulative Redeemable Preferred Shares
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90 | 8.625% Series H Cumulative Redeemable Preferred Shares
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94 | The Duke Directors Proposal
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" | Continuing Directors
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96 | The Duke Directors' Stock Option Proposal
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" | Material Features of the Directors' Plan
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98 | Federal Income Tax Consequences of the Directors' Plan
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" | The Duke Salary Replacement Proposal
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" | Material Features of the Salary Replacement Plan
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99 | Federal Income Tax Consequences of the Salary Replacement Plan
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100 | The Duke Directors' Stock Payment Plan Proposal
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" | Material Features of the Directors' Stock Payment Plan
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" | Federal Income Tax Consequences
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101 | Disclosure of New Plan Benefits
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102 | Legal Matters
|
" | Independent Public Accountants and Experts
|
" | Where You Can Find More Information
|
106 | Pro Forma Condensed Consolidated Financial Statements
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" | (Unaudited)
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108 | Notes to Pro Forma Condensed Consolidated Balance Sheet
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" | Duke Shares
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115 | Agreement and Plan of Merger
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122 | Agreement
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" | Article I the Reit Merger
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" | Section 1.1. The REIT Merger
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" | Section 1.2. Closing
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" | Section 1.3. Effective Time
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" | Section 1.4. Charter and By-laws
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" | Section 1.5. Directors
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123 | Section 1.6. Officers
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" | Article Ii Effects of the Reit Merger; Exchange of Certificates
|
" | Section 2.1. Effect on Capital Stock
|
" | (a) Capital Stock Owned by Weeks or its Subsidiaries
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" | (b) Conversion of Weeks Capital Stock Into Duke Capital Stock
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124 | (c) Shares of Duke Capital Stock
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" | Section 2.2. Exchange of Certificates
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" | (a) Exchange Agent
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" | (b) Duke to Provide Merger Consideration
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" | (c) Exchange Procedure
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" | (d) Record Dates; Distributions with Respect to Unexchanged Shares
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125 | (e) No Further Ownership Rights in Weeks Capital Stock
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" | (f) Unclaimed Merger Consideration
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126 | (g) No Fractional Shares
|
" | (h) Withholding
|
" | (i) No Dissenters' Rights
|
" | Article Iii Representations and Warranties
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" | Section 3.1. Representations and Warranties of Weeks
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" | (a) Organization, Standing and Corporate Power of Weeks
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" | (b) Weeks Subsidiaries; Interests in Other Persons
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127 | (c) Capital Structure
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128 | (d) Authority; Noncontravention; Consents
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129 | (e) SEC Documents; Financial Statements; Undisclosed Liabilities
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130 | (f) Absence of Certain Changes or Events
|
" | (g) Litigation
|
131 | (h) Absence of Changes in Benefit Plans; ERISA Compliance
|
132 | (i) Taxes
|
" | (j) No Loans or Payments to Employees, Officers or Directors
|
133 | (k) Brokers; Schedule of Fees and Expenses
|
" | (l) Compliance with Laws
|
" | (m) Contracts; Debt Instruments
|
134 | (n) OP Agreement
|
" | (o) Environmental Matters
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135 | (p) Weeks Properties
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136 | (q) Books and Records
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" | (r) Opinion of Financial Advisor
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" | (s) State Takeover Statutes; Rights Agreement
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137 | (t) Investment Company Act of 1940
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" | (u) Proxy Statement and Registration Statement
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" | (v) Vote Required
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138 | Section 3.2. Representations and Warranties of Duke
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" | (a) Organization, Standing and Corporate Power of Duke
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" | (b) Duke Subsidiaries; Interests in Other Persons
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144 | (n) Duke OP Agreement
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145 | (p) Duke Properties
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146 | (q) Opinion of Financial Advisor
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" | (r) State Takeover Statutes
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" | (s) 1940 Act
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147 | (t) Proxy Statement and Registration Statement
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" | (u) Vote Required
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" | (v) Year 2000 Issues
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148 | Article Iv Covenants
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" | Section 4.1. Conduct of Business by Weeks and Weeks OP
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149 | Section 4.2. Conduct of Business by Duke
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151 | Section 4.3. Other Actions
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152 | Article V Additional Covenants
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" | Section 5.1. Preparation of the Registration Statement and the Proxy Statement; Shareholders' Meetings; Partners' Consents
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153 | Section 5.2. Access to Information; Confidentiality
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" | Section 5.3. Commercially Reasonable Efforts; Notification
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154 | Section 5.4. Affiliates
|
" | Section 5.5. Tax Treatment
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" | Section 5.6. No Solicitation of Transactions
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155 | Section 5.7. Public Announcements
|
" | Section 5.8. NYSE Listing
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" | Section 5.9. Letters of Accountants
|
" | Section 5.10. Transfer and Gains Taxes; Shareholder Demand Letters
|
156 | Section 5.11. Benefit Plans and Other Employee Arrangements
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" | (a) Benefit Plans
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" | (b) Stock Incentive Plans
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157 | (c) Change in Control Agreements
|
" | Section 5.12. Indemnification; Directors' and Officers' Insurance
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158 | Section 5.13. Provisions Relating to Certain Weeks Indebtedness
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" | Section 5.14. The Weeks Rights Plan
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" | Section 5.15. Coordination of Dividends
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159 | Section 5.16. Existing Restrictions on Resale of Certain Falcon Properties
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" | Section 5.17. Assumption of Warrants
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" | Section 5.18. Weeks Notes
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" | Section 5.19. Duke OP Partnership Agreement
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" | Section 5.20. Registration Rights Agreements
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160 | Section 5.21. Interim Transactions Committee
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" | Section 5.22. Executive Officer Appointments
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" | Article Vi Conditions Precedent
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" | Section 6.1. Conditions to Each Party's Obligation to Effect the Merger
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" | (a) Shareholder Approvals
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" | (b) Listing of Shares
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" | (c) Registration Statement
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" | (d) No Injunctions or Restraints
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" | (e) HSR Act
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" | Section 6.2. Conditions to Obligations of Duke
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" | (a) Representations and Warranties
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161 | (b) Performance of Obligations of Weeks and Weeks OP
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" | (c) Material Adverse Change
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" | (d) Opinions Relating to REIT and Partnership Status
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" | (e) Other Tax Opinion
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" | (f) Consents
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" | Section 6.3. Conditions to Obligation of Weeks and Weeks OP
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" | (b) Performance of Obligations of Duke and Duke OP
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162 | (g) Directors' Resignations
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" | Article Vii Board Actions
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" | Section 7.1. Board Actions
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" | Section 7.2. Weeks Subsidiary Boards
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163 | Article Viii Termination, Amendment and Waiver
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" | Section 8.1. Termination
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164 | Section 8.2. Expenses
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166 | Section 8.3. Effect of Termination
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" | Section 8.4. Amendment
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" | Section 8.5. Extension; Waiver
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167 | Article IX
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" | Article Ix General Provisions
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" | Section 9.1. Nonsurvival of Representations and Warranties
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" | Section 9.2. Notices
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168 | Section 9.3. Interpretation
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" | Section 9.4. Counterparts
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" | Section 9.5. Entire Agreement; No Third-Party Beneficiaries
|
" | Section 9.6. GOVERNING LAW
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" | Section 9.7. Assignment
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" | Section 9.8. Enforcement
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" | Section 9.9. Exhibits; Disclosure Letters
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169 | Article X Certain Definitions
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" | Section 10.1. Certain Definitions
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175 | Second Amended and Restated Articles of Incorporation
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185 | Duke's Director and Executive Compensation Information
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189 | Salary Replacement Plan
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195 | Directors
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224 | Item 20. Indemnification of Directors and Officers
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" | Item 21. Exhibits and Financial Statement Schedules
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227 | Item 22. Undertakings
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