UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to Form 10-K on
FORM 10-K/A
(MARK ONE)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-12675
KILROY REALTY CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | 95-4598246 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| 12200 W. Olympic Boulevard, Suite 200 Los Angeles, California |
90064 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 481-8400
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered | |
| Common Stock, $.01 par value | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $968,361,059 based on the closing price on the New York Stock Exchange for such shares on June 30, 2004.
As of February 28, 2005, 28,742,839 shares of common stock, par value $.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s Proxy Statement with respect to its 2005 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part III hereof.
EXPLANATORY NOTE
This amendment to the Form 10-K of Kilroy Realty Corporation is filed to correct the certifications of the Chief Executive Officer and Chief Financial Officer under Rule 13a-14(d) and Rule 15d-14(d), filed as exhibits 31.1 and 31.2. The exhibits 31.1 and 31.2 originally filed inadvertently omitted reference to the company’s internal control over financial reporting. The amendment is also filed to update exhibit 23.1 to reflect the corrected consent of Deloitte & Touche, LLP, the company’s independent auditors. The exhibit 23.1 originally filed inadvertently omitted reference to the independent auditors attestation report prepared in accordance with Item 308(b) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 31, 2005.
| KILROY REALTY CORPORATION | ||
| By: |
/s/ ANN MARIE WHITNEY | |
| Ann Marie Whitney Senior Vice President and Controller | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| * John B. Kilroy, Sr. |
Chairman of the Board | March 31, 2005 | ||
| * John B. Kilroy, Jr. |
President, Chief Executive Officer and |
March 31, 2005 | ||
| * Richard E. Moran Jr. |
Executive Vice President and Chief Financial |
March 31, 2005 | ||
| /s/ ANN MARIE WHITNEY Ann Marie Whitney |
Senior Vice President and Controller |
March 31, 2005 | ||
| * Edward F. Brennan, Ph.D. |
Director | March 31, 2005 | ||
| * John R. D’Eathe |
Director | March 31, 2005 | ||
| * William P. Dickey |
Director | March 31, 2005 | ||
| * Matthew J. Hart |
Director | March 31, 2005 | ||
| * Dale F. Kinsella |
Director | March 31, 2005 | ||
| *By: /s/ ANN MARIE WHITNEY |
||||
| Ann Marie Whitney Attorney-in-Fact |
||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 23.1* | Consent of Deloitte & Touche LLP | |
| 31.1* | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | |
| 31.2* | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
| * | Filed herewith |