UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 8, 2004
KILROY REALTY CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
| Maryland | | Commission File Number: | | 95-4598246 |
(State or other jurisdiction of
incorporation or organization) | | 1-12675 | | (IRS Employer
Identification No.) |
12200 W. Olympic Boulevard, Suite 200, Los Angeles, California 90064
(Address of principal executive offices)
(310) 481-8400
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On December 8, 2004, Kilroy Realty Corporation (the “Company”) issued 3,450,000 shares of its 7.50% Series F Cumulative Redeemable Preferred Stock (the “Series F Preferred Stock”). The Company contributed the net offering proceeds of $83.5 million (before the payment of offering expenses) to Kilroy Realty, L.P, its principal operating subsidiary (the “Operating Partnership”). The Operating Partnership used a portion of the contributed net offering proceeds to redeem its 9.25% Series D Cumulative Redeemable Preferred Limited Partnership Units, at an aggregate redemption price of $45.0 million plus accrued and unpaid dividends. The remaining proceeds from the offering of the Series F Preferred Stock will be used for general corporate purposes, and may be used to temporarily reduce borrowings under the Operating Partnership’s credit facility. A description of the Series F Preferred Stock is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(c) Exhibits.
| | |
Exhibit Number
| | Description
|
| |
| 1.1 | | Underwriting Agreement, dated as of November 4, 2004, by and among Kilroy Realty Corporation and Kilroy Realty, L.P. and Wachovia Capital Markets, LLC, A.G. Edwards & Sons, Inc., KeyBanc Capital Markets, a division of McDonald Investments Inc., and RBC Dain Rauscher Inc., as representatives of the several underwriters named in Schedule 1 thereto. |
| |
| 3.1(i) | | Articles Supplementary of the Company designating 7.50% Series F Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form 8-A (No. 001-12675)). |
| |
| 4.1 | | Form of Certificate for the 7.50% Series F Cumulative Redeemable Preferred Stock of Kilroy Realty Corporation. |
| |
| 10.1 | | First Amendment to Fifth Amended and Restated Agreement of Limited Partnership of Kilroy Realty, L.P., dated as of December 7, 2004. |
| |
| 99.1 | | Description of 7.50% Series F Cumulative Redeemable Preferred Stock. |
SIGNATURES
| | | | | | | | |
| | | | | KILROY REALTY CORPORATION |
Date: December 9, 2004 | | | | |
| | | | |
| | | | | | | By: | | /S/ ANN MARIE WHITNEY |
| | | | | | | | | Ann Marie Whitney |
| | | | | | | | | Senior Vice-President and Controller |
EXHIBIT INDEX
| | |
Exhibit Number
| | Description
|
| |
| 1.1 | | Underwriting Agreement, dated as of November 4, 2004, by and among Kilroy Realty Corporation and Kilroy Realty, L.P. and Wachovia Capital Markets, LLC, A.G. Edwards & Sons, Inc., KeyBanc Capital Markets, a division of McDonald Investments Inc., and RBC Dain Rauscher Inc., as representatives of the several underwriters named in Schedule 1 thereto. |
| |
| 3.1(i) | | Articles Supplementary of the Company designating 7.50% Series F Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form 8-A (No. 001-12675)). |
| |
| 4.1 | | Form of Certificate for the 7.50% Series F Cumulative Redeemable Preferred Stock of Kilroy Realty Corporation. |
| |
| 10.1 | | First Amendment to Fifth Amended and Restated Agreement of Limited Partnership of Kilroy Realty, L.P., dated as of December 7, 2004. |
| |
| 99.1 | | Description of 7.50% Series F Cumulative Redeemable Preferred Stock. |
