POS AM

As filed with the Securities and Exchange Commission on October 23, 2003

Registration No. 333-72229

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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 West Olympic Boulevard, Suite 200,

Los Angeles, California 90064,

(310) 481-8400

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Richard E. Moran Jr.

Executive Vice President and Chief Financial Officer

Kilroy Realty Corporation

12200 West Olympic Boulevard, Suite 200,

Los Angeles, California 90064,

(310) 481-8400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

J. Scott Hodgkins, Esq.

Latham & Watkins LLP

633 West Fifth Street,

Suite 4000, Los Angeles, California 90071-2007, (213) 485-1234

Approximate date of commencement of proposed sale to the public:    From time to time after the effective date of this Registration Statement as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement of the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

This registration statement relates to securities which may be offered from time to time by Kilroy Realty Corporation. This registration statement contains a form of basic prospectus which will be used in connection with an offering of securities by the Company. The specific terms of the securities to be offered will be set forth in a prospectus supplement relating to such securities.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Incorporation of Contents of Prior Registration Statement

Kilroy Realty Corporation (the “Registrant”) files this post-effective amendment solely to add Exhibit 8.1 and incorporates by reference the contents of the previous Registration Statement filed by the Registrant on Form S-3 (Registration No. 333-72229), as amended and supplemented as of the date hereof.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

Exhibit
4.1	Articles of Amendment and Restatement of the Registrant(1)
4.2	Amended and Restated Bylaws of the Registrant(1)
4.3	Form of Certificate for Common Stock of the Registrant(1)
4.4	Articles Supplementary of the Registrant designating 8.075% Series A Cumulative Redeemable Preferred Stock(2)
4.5	Articles Supplementary of the Registrant, designating 8.075% Series A Cumulative Redeemable Preferred Stock(3)
**4.6	Articles Supplementary of the Registrant designating Series B Junior Participating Preferred Stock
4.7	Certificate of Correction for the Articles Supplementary of the Registrant designating Series B Junior Participating Preferred Stock(4)
4.8	Articles Supplementary of the Registrant designating 9.375% Series C Cumulative Redeemable Preferred Stock(5)
4.9	Articles Supplementary of the Registrant designating 9.25% Series D Cumulative Redeemable Preferred Stock(6)
4.10	Articles Supplementary of the Registrant designating 9.25% Series D Cumulative Redeemable Preferred Stock(9)
4.11	Registration Rights Agreement, dated January 31, 1997(1)
4.12	Registration Rights Agreement, dated February 6, 1998(2)
4.13	Registration Rights Agreement, dated April 20, 1998(3)
4.14	Registration Rights Agreement, dated November 24, 1998(5)
4.15	Registration Rights Agreement, dated as of October 31, 1997(7)
4.16	Rights Agreement, dated as of October 2, 1998 between Kilroy Realty Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, which includes the form of Articles Supplementary of the Series B Junior Participating Preferred Stock of Kilroy Realty Corporation as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C(8)
4.17	Registration Rights Agreement, dated as of December 9, 1999(6)
4.18	First Amendment to Registration Rights Agreement of December 9, 1999, dated as of December 30, 1999(9)
4.19	Registration Rights Agreement, dated as of October 6, 2000(10)
4.20	Registration Rights Agreement, dated as of March 25, 2002(11)
**5.1	Opinion of Ballard Spahr Andrews & Ingersoll, LLP
*8.1	Opinion of Latham & Watkins as to tax matters
**23.1	Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1)
*23.2	Consent of Deloitte & Touche LLP
*23.3	Consent of Latham & Watkins (included in Exhibit 8.1)
**24.1	Power of Attorney
**27.1	Financial Data Schedule

II-1

* filed herewith

** previously filed

(1) Previously filed as an exhibit to the Registration Statement on Form S-11 (No. 333-15553) as declared effective on January 28, 1997 and incorporated herein by reference.

(2) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K dated February 6, 1998 and incorporated herein by reference.

(3) Previously filed as an exhibit to the Current Report on Form 8-K (No. 1-12675) dated April 20, 1998 and incorporated herein by reference.

(4) Previously filed as an exhibit to the Registration Statement on Form S-3 (No. 333- 89151) dated October 15, 1999 and incorporated herein by reference.

(5) Previously filed as an exhibit to the Current Report on Form 8-K (No. 1-12675) dated November 24, 1998 and incorporated herein by reference.

(6) Previously filed as an exhibit to the Annual Report on Form 10-K (No. 1-12675) dated December 31, 1999 and incorporated herein by reference.

(7) Previously filed as an exhibit to the Current Report on Form 8-K/A, dated October 29, 1997, and incorporated herein by reference.

(8) Previously filed as an exhibit to the Current Report on Form 8-K (No. 1-12675) dated October 2, 1998 and incorporated herein by reference.

(9) Previously filed as an exhibit to the Registration Statement on Form S-3 (No. 333-34638) dated April 12, 2000 and incorporated herein by reference.

(10) Previously filed as an exhibit to the Annual Report on Form 10-K (No. 1-12675) dated December 31, 2000 and incorporated herein by reference.

(11) Previously filed as an exhibit to the Registration Statement on Form S-3 (No. 333- 104320) dated June 4, 2003 and incorporated herein by reference.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that the registrant meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 23^rd day of October, 2003.

KILROY REALTY CORPORATION
By:	/s/    ANN MARIE WHITNEY
	Ann Marie Whitney Senior Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
John B. Kilroy, Sr.	Chairman of the Board	October 23, 2003
* John B. Kilroy, Jr.	President, Chief Executive Officer and Director (Principal Executive Officer)	October 23, 2003
John R. D’Eathe	Director	October 23, 2003
* Matthew J. Hart	Director	October 23, 2003
* William P. Dickey	Director	October 23, 2003
* Dale F. Kinsella	Director	October 23, 2003
* Richard E. Moran Jr.	Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)	October 23, 2003
/s/    ANN MARIE WHITNEY         Ann Marie Whitney	Senior Vice President and Controller (Principal Accounting Officer)	October 23, 2003

By:	/s/    ANN MARIE WHITNEY
	Ann Marie Whitney Attorney-in-Fact

S-1

EXHIBIT INDEX

Exhibit
4.1	Articles of Amendment and Restatement of the Registrant(1)
4.2	Amended and Restated Bylaws of the Registrant(1)
4.3	Form of Certificate for Common Stock of the Registrant(1)
4.4	Articles Supplementary of the Registrant designating 8.075% Series A Cumulative Redeemable Preferred Stock(2)
4.5	Articles Supplementary of the Registrant, designating 8.075% Series A Cumulative Redeemable Preferred Stock(3)
**4.6	Articles Supplementary of the Registrant designating Series B Junior Participating Preferred Stock
4.7	Certificate of Correction for the Articles Supplementary of the Registrant designating Series B Junior Participating Preferred Stock(4)
4.8	Articles Supplementary of the Registrant designating 9.375% Series C Cumulative Redeemable Preferred Stock(5)
4.9	Articles Supplementary of the Registrant designating 9.25% Series D Cumulative Redeemable Preferred Stock(6)
4.10	Articles Supplementary of the Registrant designating 9.25% Series D Cumulative Redeemable Preferred Stock(9)
4.11	Registration Rights Agreement, dated January 31, 1997(1)
4.12	Registration Rights Agreement, dated February 6, 1998(2)
4.13	Registration Rights Agreement, dated April 20, 1998(3)
4.14	Registration Rights Agreement, dated November 24, 1998(5)
4.15	Registration Rights Agreement, dated as of October 31, 1997(7)
4.16	Rights Agreement, dated as of October 2, 1998 between Kilroy Realty Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, which includes the form of Articles Supplementary of the Series B Junior Participating Preferred Stock of Kilroy Realty Corporation as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C(8)
4.17	Registration Rights Agreement, dated as of December 9, 1999(6)
4.18	First Amendment to Registration Rights Agreement of December 9, 1999, dated as of December 30, 1999(9)
4.19	Registration Rights Agreement, dated as of October 6, 2000(10)
4.20	Registration Rights Agreement, dated as of March 25, 2002(11)
**5.1	Opinion of Ballard Spahr Andrews & Ingersoll, LLP
*8.1	Opinion of Latham & Watkins as to tax matters
**23.1	Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1)
*23.2	Consent of Deloitte & Touche LLP
*23.3	Consent of Latham & Watkins (included in Exhibit 8.1)
**24.1	Power of Attorney
**27.1	Financial Data Schedule

* filed herewith

** previously filed

(1) Previously filed as an exhibit to the Registration Statement on Form S-11 (No. 333-15553) as declared effective on January 28, 1997 and incorporated herein by reference.

(2) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K dated February 6, 1998 and incorporated herein by reference.

1

(3) Previously filed as an exhibit to the Current Report on Form 8-K (No. 1-12675) dated April 20, 1998 and incorporated herein by reference.

(4) Previously filed as an exhibit to the Registration Statement on Form S-3 (No. 333- 89151) dated October 15, 1999 and incorporated herein by reference.

(5) Previously filed as an exhibit to the Current Report on Form 8-K (No. 1-12675) dated November 24, 1998 and incorporated herein by reference.

(6) Previously filed as an exhibit to the Annual Report on Form 10-K (No. 1-12675) dated December 31, 1999 and incorporated herein by reference.

(7) Previously filed as an exhibit to the Current Report on Form 8-K/A, dated October 29, 1997, and incorporated herein by reference.

(8) Previously filed as an exhibit to the Current Report on Form 8-K (No. 1-12675) dated October 2, 1998 and incorporated herein by reference.

(9) Previously filed as an exhibit to the Registration Statement on Form S-3 (No. 333-34638) dated April 12, 2000 and incorporated herein by reference.

(10) Previously filed as an exhibit to the Annual Report on Form 10-K (No. 1-12675) dated December 31, 2000 and incorporated herein by reference.

(11) Previously filed as an exhibit to the Registration Statement on Form S-3 (No. 333- 104320) dated June 4, 2003 and incorporated herein by reference.

2

EX-8.1

EXHIBIT 8.1

[LETTERHEAD OF LATHAM & WATKINS LLP]

October 23, 2003

Kilroy Realty Corporation

12200 W. Olympic Boulevard, Suite 200

Los Angeles, California 90064

Re: Kilroy Realty Corporation

Registration Statement on Form S-3 (File No. 333-72229)

Ladies and Gentlemen:

We have acted as tax counsel to Kilroy Realty Corporation, a Maryland corporation (the “Company”), in connection with its registration of 3,660,201 shares of common stock of the Company pursuant to the registration statement filed with the Securities and Exchange Commission (the “Commission”) on Form S-3 on February 12, 1999 (File No. 333-72229) (together with all exhibits thereto and documents incorporated by reference therein, and as amended and supplemented as of the date hereof, the “Registration Statement”).

You have requested our opinion concerning the statements in the Registration Statement under the caption “Material Federal Income Tax Considerations.” We have been furnished with, and with your consent have relied upon, certain representations made by the Company, Kilroy Realty, L.P. and their subsidiaries with respect to certain factual matters through a certificate of an officer of the Company (the “Officer’s Certificate”). With your permission, we have assumed the accuracy of the opinion of Ballard Spahr Andrews & Ingersoll, LLP, counsel for the Company, dated October 23, 2003, with respect to certain matters of Maryland law.

In our capacity as tax counsel to the Company, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion. For the purposes of our opinion, we have not made an independent investigation or audit of the facts set forth in the above referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness

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of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies.

We are opining herein only as to the federal income tax laws of the United States, and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, the laws of any state or other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.

Based on such facts, assumptions and representations, it is our opinion that:

1. Commencing with its taxable year ended December 31, 1997, the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a real estate investment trust, and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a real estate investment trust under the Internal Revenue Code.

2. The statements in the Registration Statement set forth under the caption “Material Federal Income Tax Considerations” set forth our opinion concerning the material federal income tax considerations regarding the Company and the common stock registered in the Registration Statement.

No opinion is expressed as to any matter not discussed herein.

This opinion is rendered to you as of the date of this letter, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the Registration Statement or Officer’s Certificate may affect the conclusions stated herein. Moreover, as described in the Registration Statement, the Company’s qualification and taxation as a real estate investment trust depend upon the Company’s ability to meet the various qualification tests imposed under the Internal Revenue Code, including through actual annual operating results, asset composition, distribution levels and diversity of stock ownership, the results of which have not been and will not be reviewed by Latham & Watkins LLP. Accordingly, no assurance can be given that the actual results of the Company’s operations for any particular taxable year will satisfy such requirements.

This opinion is rendered to you and is for your benefit in connection with the Registration Statement upon the understanding that we are not hereby assuming professional responsibility to any other person whatsoever. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm name therein under the captions “Material Federal Income Tax Considerations” and “Legal Matters.” In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Commission promulgated thereunder. This opinion may not be relied upon by you for any other purpose, is not intended for the express or implied benefit of any third party and is not to be used or relied upon by any other person, firm or corporation for any purpose, without our prior written

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consent in each instance; provided however, that investors purchasing common stock pursuant to the Registration Statement may rely on this opinion.

Very truly yours,

/s/ Latham & Watkins LLP

EX-23.2

EXHIBIT 23.2

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in Post-Effective Amendment No. 1 to Registration Statement No. 333-72229 on Form S-3 of Kilroy Realty Corporation of our report dated February 25, 2003, except for note 27 as to which date is August 28, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to Kilroy Realty Corporation’s change in accounting for the impairment or disposal of long-lived assets to conform to the statement of Financial Standards No. 144, “Impairment or Disposal of Long-Lived Assets”) appearing in the Current Report on Form 8-K of Kilroy Realty filed on or about September 12, 2003 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Los Angeles, California

October 22, 2003