<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ARDEN REALTY, INC.
(Exact Name of Registrant as Specified in its Governing Instruments)
------------------------
9100 WILSHIRE BOULEVARD
EAST TOWER, SUITE 700
BEVERLY HILLS, CALIFORNIA 90212
(310) 271-8600
(Address of principal executive offices)
------------------------
RICHARD S. ZIMAN
9100 WILSHIRE BOULEVARD
EAST TOWER, SUITE 700
BEVERLY HILLS, CALIFORNIA 90212
(310) 271-8600
(Name and Address of Agent for Service)
------------------------
COPIES TO:
WILLIAM J. CERNIUS J. WARREN GORRELL, JR.
Latham & Watkins STEVEN A. MUSELES
650 Town Center Drive Hogan & Hartson L.L.P.
Suite 2000 Columbia Square
Costa Mesa, California 92626 555 Thirteenth Street, N.W.
(714) 540-1235 Washington, D.C. 20004-1109
(202) 637-5600
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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 for the same offering. /X/ 333-30059
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. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 2,266,985 $26.125 $59,224,983 $17,947
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</TABLE>
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-11, FILE NO. 333-30059
Pursuant to General Instruction G to Form S-11 and Rule 462(b) promulgated
under the Securities Act of 1933, as amended, this Registration Statement is
being filed to register an additional 2,266,985 shares of Common Stock, par
value $.01 per share, of Arden Realty, Inc. (the "Company"), and hereby
incorporates by reference the contents of the Registration Statement on
Form S-11 (File No. 333-30059) filed with the Securities and Exchange
Commission (the "Commission") on June 26, 1997, as amended by Amendment No. 1
thereto filed on July 16, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-11 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 the eighteenth day of July, 1997.
ARDEN REALTY, INC.
By: /s/ RICHARD S. ZIMAN
-------------------------------------
Richard S. Ziman
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on July 18, 1997.
Title
-----
/s/ RICHARD S. ZIMAN Chairman of the Board of Directors and
- ----------------------------- Chief Executive Officer (Principal Executive
Richard S. Ziman Officer)
/s/ VICTOR J. COLEMAN* President, Chief Operating Officer and
- ----------------------------- Director
Victor J. Coleman
/s/ DIANA M. LAING* Chief Financial Officer and Secretary
- ----------------------------- (Principal Financial and Accounting Officer)
Diana M. Laing
/s/ LARRY S. FLAX* Director
- -----------------------------
Larry S. Flax
/s/ KENNETH B. ROATH* Director
- -----------------------------
Kenneth B. Roath
/s/ STEVEN C. GOOD* Director
- -----------------------------
Steven C. Good
*By: /s/ RICHARD S. ZIMAN
- -----------------------------
Richard S. Ziman,
as attorney-in-fact
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT SEQUENTIALLY
NO. -------- NUMBERED PAGE
---- -------------
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
regarding the validity of the securities being
registered.
8.1 Opinion of Latham & Watkins regarding tax
matters.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ballard Spahr Andrews & Ingersoll
(contained in Exhibit 5.1).
23.3 Consent of Latham & Watkins (contained in
Exhibit 8.1).
24.* Power of Attorney.
- -----------
* Filed as an exhibit to Registration Statement on Form S-11 (No. 333-30059)
dated June 26, 1997 and incorporated herein by reference.
<PAGE>
Exhibit 5.1
FILE NUMBER
857129
July 18, 1997
Arden Realty, Inc.
9100 Wilshire Boulevard
East Tower, Suite 700
Beverly Hills, California 92707
Re: REGISTRATION STATEMENT ON FORM S-11
PURSUANT TO RULE 462(b)
Ladies and Gentlemen:
We have served as Maryland counsel to Arden Realty, Inc., a
Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the registration of 2,266,985 shares of
Common Stock, $.01 par value per share, of the Company (the "Shares"),
covered by the above-referenced Registration Statement, and all amendments
thereto (the "Registration Statement"), filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended (the "1933 Act").
Unless otherwise defined herein, capitalized terms used herein shall have
the meanings assigned to them in the Registration Statement.
In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the
following documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement and the related form of prospectus
included therein in the form in which it was transmitted to the Securities
and Exchange Commission under the 1933 Act;
2. The charter of the Company, certified as of a recent date by
the State Department of Assessments and Taxation of Maryland (the "SDAT");
<PAGE>
Arden Realty, Inc.
July 18, 1997
Page 2
3. The Bylaws of the Company, certified as of a recent date by its
Chief Financial Officer;
4. Resolutions adopted by the Board of Directors of the Company
relating to the sale, issuance and registration of the Shares, certified as a
recent date by the Chief Financial Officer of the Company;
5. The form of certificate representing a Share, certified as of a
recent date by the Chief Financial Officer of the Company;
6. A certificate of the SDAT as to the good standing of the
Company, dated as of a recent date;
7. A certificate executed by Diana M. Laing, Chief Financial
Officer and Secretary of the Company, dated as of a recent date; and
8. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so
far as is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of
the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations
set forth therein are legal, valid and binding.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents, whether on
behalf of such individual or any other person, is legally competent to do so.
4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all such Documents are genuine. All
public records reviewed or relied upon by us or on our behalf are true and
<PAGE>
Arden Realty, Inc.
July 18, 1997
Page3
complete. All statements and information contained in the Documents are true
and complete. There are no oral or written modifications or amendments to the
Documents, by action or conduct of the parties or otherwise.
The phase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing
under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. The Shares are duly authorized and, when and if delivered
against payment therefor in accordance with the resolutions of the Board of
Directors of the Company, or a duly authorized committee thereof authorizing
their issuance, will be duly and validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the
State of Maryland and we do not express any opinion herein concerning any
other law. We express no opinion as to compliance with the securities (or
"blue sky") laws or the real estate syndication laws of the State of Maryland.
We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission to the
Securities and Exchange Commission as an exhibit to the Registration
Statement and, accordingly, may not be relied upon by, quoted in any manner
to, or delivered to any other person or entity (other than Latham & Watkins,
counsel to the Company) without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of the name of our firm therein.
In giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/Ballard Spahr Andrews & Ingersoll
<PAGE>
[LETTERHEAD]
July 18, 1997
Arden Realty, Inc.
9100 Wilshire Boulevard
East Tower, Suite 700
Beverly Hills, California 90212
Re: Registration Statement on Form S-11 filed pursuant to Rule 462(b);
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Ladies and Gentlemen:
We have acted as tax counsel to Arden Realty, Inc., a Maryland
corporation (the "Company"), in connection with its sale of up to 2,266,985
additional shares of common stock of the Company pursuant to a registration
statement on Form S-11 under the Securities Act of 1933, (the "Act") filed with
the Securities and Exchange Commission (the "Commission") on July 18, 1997,
pursuant to Rule 462(b) promulgated under the Act. In accordance with Rule
462(b), such registration statement incorporates by reference the contents of
the registration statement on Form S-11 (File No. 333-30059) originally filed by
the Company with the Commission on June 26, 1997, as amended by Amendment No. 1
thereto filed with the Commission on July 16, 1997 (the two such registration
statements being collectively referred to herein as the "REGISTRATION
STATEMENT").
You have requested our opinion concerning certain of the federal
income tax consequences to the Company and the purchasers of the securities
described above in connection with the sale described above. This opinion is
based on various facts and assumptions, including the facts set forth in the
Registration Statement concerning the business, properties and governing
documents of the Company and Arden Realty Limited Partnership (the "Operating
Partnership"). We have also been furnished with, and with your consent have
relied upon, certain representations made by the Company and subsidiaries of the
Company (including the Operating Partnership) with respect to certain factual
matters through a certificate of an officer of the Company (the "Officer's
Certificate"). With respect
<PAGE>
Arden Realty Group, Inc.
July 18, 1997
Page 2
to matters of Maryland law, we have relied upon the opinion of Ballard Spahr
Andrews & Ingersoll, counsel for the Company, dated July 17, 1997.
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. In our examination, we have assumed
the authenticity of all documents submitted to us as originals, the genuineness
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 as to the effect on the subject transaction only
of 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 the Company's taxable year ending December 31,
1996, the Company has been organized in conformity with the requirements
for qualification as a "real estate investment trust," and its proposed
method of operation, as described in the representations of the Company and
subsidiaries of the Company (including the Operating Partnership) referred
to above, will enable the Company to meet the requirements for
qualification and taxation as a "real estate investment trust" under the
Internal Revenue Code of 1986, as amended (the "Code").
2. The statements in the Registration Statement set forth under
the caption "Federal Income Tax Considerations" to the extent such
information constitutes matters of law, summaries of legal matters, or
legal conclusions, have been reviewed by us and are accurate in all
material respects.
No opinion is expressed as to any matter not discussed herein.
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
the Officer's Certificate may affect the conclusions stated herein.
<PAGE>
Arden Realty Group, Inc.
July 18, 1997
Page 3
Moreover, the Company's qualification and taxation as a real estate investment
trust depends upon the Company's ability to meet (through actual annual
operating results, distribution levels and diversity of stock ownership) the
various qualification tests imposed under the Code, the results of which will
not be reviewed by Latham & Watkins on a continuing basis. For the purposes of
our opinions, we have not made an independent investigation or audit of the
facts set forth in the documents referenced herein or the Officer's Certificate.
Accordingly, no assurance can be given that the actual results of the Company's
operation for any one taxable year will satisfy such requirements.
This opinion is rendered only to you, and is solely for your use in
connection with the transactions set forth in the Registration Statement. This
opinion may not be relied upon by you for any other purpose, or furnished to,
quoted to, or relied upon by any other person, firm or corporation, for any
purpose, without our prior written consent. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Latham & Watkins
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Arden Realty, Inc. on Form S-11 dated July 18, 1997 and filed pursuant to Rule
462(b), of references to our firm under the captions "Experts", "Summary
Selected Financial Data" and "Selected Financial Information" and to the use
of our reports; dated January 31, 1997, on the consolidated balance sheet of
Arden Realty, Inc. and the combined balance sheet of the Arden Predecessors
as of December 31, 1996 and 1995, respectively, and the related consolidated
statements of operations, stockholders' equity and cash flows of Arden
Realty, Inc. for the period from October 9, 1996 (commencement of operations)
to December 31, 1996 and the related combined statements of operations,
owners' equity and cash flows of the Arden Predecessors for the period from
January 1, 1996 to October 8, 1996 and for the years ended December 31, 1995
and 1994; dated April 10, 1996, except for Note 1, as to which the date is
October 9, 1996, on the combined statement of revenue and certain expenses of
the 1996 Pre IPO Properties for the year ended December 31, 1995; dated April
19, 1996, except for Note 1, as to which the date is October 9, 1996, on the
combined statement of revenue and certain expenses of 303 Glenoaks and 12501
East Imperial Highway for the year ended December 31, 1995; dated February 5,
1997, on the statements of revenue and certain expenses of 10351 Santa Monica
and 2730 Wilshire for the twelve months ended October 31, 1996; dated
February 7, 1997, on the combined statement of revenue and certain expenses
of Burbank Executive Plaza and California Federal Building for the twelve
months ended October 31, 1996; dated February 5, 1997, on the statement of
revenue and certain expenses of Center Promenade for the period from January
1, 1996 to December 17, 1996; dated February 5, 1997, on the statement of
revenue and certain expenses of Los Angeles Corporate Center for the period
from January 1, 1996 to December 18, 1996; dated February 5, 1997, on the
statement of revenue and certain expenses of 5200 West Century for the period
from January 1, 1996 to December 19, 1996; dated February 5, 1997, on the
statement of revenue and certain expenses of Sumitomo Bank Building for the
period from January 1, 1996 to December 20, 1996; dated February 5, 1997, on
the statement of revenue and certain expenses of 10350 Santa Monica for the
period from January 1, 1996 to December 27, 1996; dated March 4, 1997, on the
statements of revenue and certain expenses of 535 Brand for each of the three
years in the period ended December 31, 1996; dated February 28, 1997, on the
statement of revenue and certain expenses of 10780 Santa Monica for the year
ended December 31, 1996; dated February 24, 1997, on the combined statement
of revenue and certain expenses of Whittier Financial Center, Clarendon Crest
and California Twin Centre for the year ended December 31, 1996; dated March
7, 1997, on the statement of revenue and certain expenses of Noble
Professional Center for the year ended December 31, 1996; dated May 7, 1997,
on the statement of revenue and certain expenses of South Bay Centre for the
year ended December 31, 1996; dated April 24, 1997, on the statement of
revenue and certain expenses of 8383 Wilshire for the year ended December 31,
1996; dated May 6, 1997, on the statement of revenue and certain expenses of
Parkway Center for the year ended December 31, 1996; dated April 30, 1997, on
the statement of revenue and certain expenses of Centerpointe La Palma for
the year ended December 31, 1996; dated May 2, 1997, on the combined
statement of revenue and certain expenses of 1000 Town Center and Mariner
Court for the year ended December 31, 1996; dated June 6, 1997, on the
statement of revenue and certain expenses of Pacific Gateway II for the year
ended December 31, 1996; dated May 2, 1997, on the statement of revenue and
certain expenses of Crown Cabot for the year ended December 31, 1996; dated
May 30, 1997, on the statement of revenue and certain expenses of 1100
Glendon for the year ended December 31, 1996; all as included in Amendment
No. 1 to the Registration Statement of Arden Realty, Inc. on Form S-11 (File
No. 333-30059), and the related Prospectus.
/s/ Ernst & Young LLP
Los Angeles, California
July 17, 1997
