Prospectus Supplement
Table of Contents

FILED PURSUANT TO RULE 424(b)(3)

UNDER THE SECURITIES ACT OF

1933 IN CONNECTION WITH

REGISTRATION NO. 333-72229

 

PROSPECTUS SUPPLEMENT

dated May 31, 2005

(to Prospectus dated September 13, 1999)

 

KILROY REALTY CORPORATION

3,660,201 Shares of Common Stock

 

 

This prospectus supplement relates to the possible issuance of 2,297,452 shares of common stock of Kilroy Realty Corporation, a Maryland corporation (the “Company”), to the holders of common units representing limited partnership interests in Kilroy Realty L.P. and the possible resale of shares of common stock by these holders, and the issuance of 1,362,749 shares of common stock of the Company, issued in exchange for common units since September 13, 1999, the date of the prospectus to which this prospectus supplement relates, and the possible resale of these shares. The holders identified in this prospectus supplement owned or currently own common limited partnership units and have tendered or may tender their common units to Kilroy Realty, L.P. for cash redemption. We may elect to exchange their tendered units on a one-for-one basis for shares of our common stock. We will not receive any of the proceeds from the issuance of the common stock to the holders or from the resale of the shares by the holders.

 

Our common stock is listed on the New York Stock Exchange under the symbol “KRC.” On May 31, 2005, the last reported sales price of our common stock on the New York Stock Exchange was $45.18 per share.

 

 

Before you invest in our common stock, you should consider the risks discussed in “Risk Factors” included in the prospectus dated September 13, 1999, as amended or supplemented from time to time.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

May 31, 2005

Table of Contents

TABLE OF CONTENTS

 

     Page
PROSPECTUS SUPPLEMENT     
SELLING STOCKHOLDERS    S-1
PROSPECTUS     
RISK FACTORS    1
THE COMPANY    14
FORWARD LOOKING STATEMENTS    15
USE OF PROCEEDS    16
DESCRIPTION OF CAPITAL STOCK    16

DESCRIPTION OF MATERIAL PROVISIONS OF THE PARTNERSHIP AGREEMENT OF KILROY REALTY L.P.

    27
EXCHANGE OF COMMON UNITS FOR COMMON STOCK    35
MATERIAL PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS    42
MATERIAL FEDERAL INCOME TAX CONSEQUENCES    47
ERISA CONSIDERATIONS    61
SELLING STOCKHOLDERS    64
PLAN OF DISTRIBUTION    66
LEGAL MATTERS    67
EXPERTS    67
WHERE YOU CAN FIND MORE INFORMATION    67
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE    68

 

Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement to “we,” “us,” “our” or the “Company” mean Kilroy Realty Corporation, including our consolidated subsidiaries.

 

You should rely only on the information contained in this document or incorporated by reference. Neither we nor the holders have authorized anyone to provide you with information or make any representation that is different. If anyone provides you with different or inconsistent information, you should not rely on it. Neither this prospectus supplement nor the accompanying prospectus is an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates. Neither this prospectus supplement nor the accompanying prospectus is an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where, or to any person to whom, it is unlawful to make an offer or solicitation. You should not assume that the information contained in this prospectus supplement or the accompanying prospectus is correct on any date after the date of this prospectus supplement and the date on the front of the accompanying prospectus, respectively, even though this prospectus supplement and the accompanying prospectus is delivered or shares are sold pursuant to the prospectus and prospectus supplement at a later date. Since the date of this prospectus supplement, our business, financial condition, results of operations and prospects may have changed.

 

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Table of Contents

SELLING STOCKHOLDERS

 

The “selling stockholders” are the persons who have received or may receive shares of our common stock registered pursuant to this registration statement in exchange for common units. The following table provides the names of the selling stockholders, the maximum number of shares of common stock issued or issuable to the selling stockholders in the exchange and the aggregate number of shares of common stock that will be owned by the selling stockholders after the exchange. The number of shares on the following table represents the number of shares of common stock into which common units held by the selling stockholders are exchangeable, including those shares that have been issued in exchanges effected to date. Since the selling stockholders may sell all, some or none of their shares, we cannot estimate the aggregate number of shares that the selling stockholders will offer pursuant to this prospectus supplement and the accompanying prospectus or that the selling stockholders will own upon completion of the offering to which this prospectus supplement and the accompanying prospectus relates.

 

The selling stockholders named below may from time to time offer the shares of common stock offered by this prospectus supplement and the accompanying prospectus:

 

Name

   

Common
Shares Owned
Prior to

the Exchange(1)

     Maximum
Number of
Common Shares
Issued or
Issuable in the
Exchange and
Available for
Resale(1)
    

Common Shares
Owned Following

the Exchange(1)(2)

     Number of
Common
Shares to
be Resold(1)
    Common shares
Owned after
Resale(1)(3)
       Shares
    Percent
        Shares
    Percent

John B. Kilroy, Sr.(4)(5)

    27,952 (6)   247,602 (7)   275,554    *     247,602    27,952    *

John B. Kilroy, Jr.(8)

    107,776 (9)   960,465 (10)   1,068,241    3.6 %   960,465    107,776    *

Kilroy Industries

    —       1,251,752 (11)   1,251,752    4.2 %   1,251,752    —      *

Patrice Kilroy

    —       35,695     35,695    *     35,695    —      *

Susan Hahn

    —       35,696     35,696    *     35,696    —      *

Anne McCahon

    —       35,696     35,696    *     35,696    —      *

Dana Pantuso

    —       35,696     35,696    *     35,696    —      *

Marshall L. McDaniel

    —       1,739 (12)   1,739    *     1,739    —      *

Kilroy Technologies Company, LLC

    —       4,348     4,348    *     4,348    —      *

Marc Brutten

    —       30,000 (12)   30,000    *     30,000    —      *

Operation Walk

    —       750     750    *     750    —      *

Donna Moranto

    —       3,950 (12)   3,950    *     3,950    —      *

Marcor, LLC

    —       18,541 (12)   18,541    *     18,541    —      *

The San Diego Foundation

    —       4,850 (12)   4,850    *     4,850    —      *

Southern Arthritis Foundation

    —       1,900 (12)   1,900    *     1,900    —      *

Rancho Santa Fe Community Center

    —       1,850 (12)   1,850    *     1,850    —      *

James Reynolds

    —       45,403     45,403    *     45,403    —      *

Jay Shidler

    —       45,403     45,403    *     45,403    —      *

Lawrence Taff

    —       8,255     8,255    *     8,255    —      *

Allen Capital Partners, LLC

    —       410,849 (12)   410,849    1.4 %   410,849    —      *

Black Family Holdings, LLC

    —       271,216     271,216    *     271,216    —      *

Rancho Santa Fe Community School Endowment Fund

    —       3,000 (12)   3,000    *     3,000    —      *

Martin V. Clevenger

    —       6,703     6,703    *     6,703    —      *

T. Patrick Smith 2001 Trust

    —       57,170 (13)   57,170    *     57,170    —      *

The Ohio University Foundation

    —       4,200 (12)   4,200    *     4,200    —      *

Blair Academy

    —       3,000     3,000    *     3,000    —      *
    
 
 
        
  
    

Total

    135,728     3,525,729 (14)   3,661,457          3,525,729    135,728    *
    
 
 
        
  
    
* Represents less than 1% of the total outstanding shares of common stock.

 

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Table of Contents
(1) Based on information available to us as of the date of this prospectus supplement.
(2) Assumes that we exchange the common units of the selling stockholders for shares of common stock. The percentage ownership is determined for each selling stockholder by taking into account the issuance and sale of shares of common stock issued in exchange for common units of only such selling stockholder. Also assumes that no transactions with respect to common stock or common units occur other than the exchange.
(3) Assumes the selling stockholders sell all of their shares of common stock offered pursuant to this prospectus supplement and the accompanying prospectus. The percentage ownership is determined for each selling stockholder by taking into account the issuance and sale of shares of common stock issued in exchange for common units of only such selling stockholder.
(4) John B. Kilroy, Sr. is the Chairman of the Board of Kilroy Realty Corporation.
(5) Excludes the shares beneficially owned as a result of the stockholder’s ownership interest of Kilroy Industries.
(6) Represents 3,387 shares of common stock of which 756 shares are subject to restrictions and 24,565 shares of common stock issuable upon the exercise of currently exercisable options.
(7) Represents 247,602 shares of common stock issuable, at our option, upon exchange of presently outstanding common units. Does not include 25,000 shares of common stock registered hereunder issued in exchange for common units and subsequently sold by Mr. Kilroy, Sr.
(8) John B. Kilroy, Jr. is the Chief Executive Officer of Kilroy Realty Corporation.
(9) Represents 107,776 shares of common stock of which 51,093 shares are subject to restrictions. Does not include the 85,528 shares of common stock registered hereunder issued in exchange for common units, which are included in the next column entitled “Maximum Number of Common Shares Issued or Issuable in the Exchange and Available for Resale.”
(10) Represents 85,528 shares of common stock issued in exchange for common units and 874,937 shares of common stock issuable, at our option, upon exchange of presently outstanding common units. Does not include 109,472 shares of common stock registered hereunder issued in exchange for common units and subsequently sold by Mr. Kilroy, Jr.
(11) Represents 651,700 shares of common stock issued in exchange for common units and 600,052 shares of common stock issuable, at our option, upon exchange of presently outstanding common units.
(12) Represents shares of common stock issued in exchange for common units.
(13) Represents 10,170 shares of common stock issued in exchange for common units and 47,000 shares of common stock issuable, at our option, upon exchange of presently outstanding common units.
(14) Represents 1,228,277 shares of common stock issued in exchange for common units and 2,297,452 shares issuable, at our option, upon exchange of presently outstanding common units. Does not include 134,472 shares of common stock registered hereunder issued in exchange for common units and subsequently sold by the recipient selling stockholder. See notes 7 and 10 above.

 

S-2