Securities and Exchange Commission
Amendment No. 1
to Form 10-K on
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2004
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-12193
ARDEN REALTY, INC.
Maryland | 95-4578533 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
11601 Wilshire Boulevard, 4th Floor
Los Angeles, California 90025-1740
(Address and zip code of principal executive offices)
Registrants telephone number, including area code: (310) 966-2600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, $0.01 par value | New York Stock Exchange | |
Preferred Stock Purchase Rights | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by checkmark 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 þ No o
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 the Registrants 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. þ
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o
The aggregate market value of the shares of common stock held by non-affiliates was approximately $1.9 billion based on the closing price on the New York Stock Exchange for such shares on June 30, 2004.
The number of the Registrants shares of common stock outstanding was 66,364,703 as of March 10, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this report incorporates information by reference from the definitive Proxy Statement for the 2005 Annual Meeting of Stockholders.
PART IV | ||||||||
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K | ||||||||
SIGNATURES | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 |
EXPLANATORY NOTE
This amendment to the Form 10-K of Arden Realty, Inc. is filed to correct the certification of the Chief Executive Officer under Rule 13a-14(a) or Rule 15d-14(a), filed as exhibit 31.1, and the certifications of the Chief Financial Officer and certain other executive officers under Rule 13a-14(a) or Rule 15d-14(a), filed as exhibit 31.2. The exhibits 31.1 and 31.2 originally filed inadvertently omitted reference to the companys internal control over financial reporting.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(c) Exhibits
Exhibit | ||
Number | Description | |
31.1*
|
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Exchange Act, as created by Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2*
|
Certification of Chief Financial Officer and certain other executive officers, pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Exchange Act, as created by Section 302 of the Sarbanes-Oxley Act of 2002. |
(*) | Filed herewith. |
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 April 14, 2005.
ARDEN REALTY, INC. |
||||
By: | /s/ RICHARD S. ZIMAN | |||
Richard S. Ziman | ||||
Chairman of the Board and Chief Executive Officer |
||||
Pursuant to the requirements of the Securities Exchange Act of 1934, 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 | ||
/s/ RICHARD S. ZIMAN
|
Chairman of the Board, Chief Executive Officer and Director | April 14, 2005 | ||
Richard S. Ziman |
||||
/s/ VICTOR J. COLEMAN
|
President, Chief Operating Officer and Director | April 14, 2005 | ||
Victor J. Coleman |
||||
/s/ RICHARD S. DAVIS
|
Executive Vice President and Chief Financial Officer | April 14, 2005 | ||
Richard S. Davis |
||||
/s/ ROBERT C. PEDDICORD
|
Executive Vice President Leasing and Property Operations | April 14, 2005 | ||
Robert C. Peddicord |
||||
/s/ LESLIE E. BIDER
|
Director | April 14, 2005 | ||
Leslie E. Bider |
||||
/s/ CARL D. COVITZ
|
Director | April 14, 2005 | ||
Carl D. Covitz |
||||
/s/ LARRY S. FLAX
|
Director | April 14, 2005 | ||
Larry S. Flax |
||||
/s/ STEVEN C. GOOD
|
Director | April 14, 2005 | ||
Steven C. Good |
||||
/s/ ALAN I. ROTHENBERG
|
Director | April 14, 2005 | ||
Alan I. Rothenberg |