S-11/A 1 a94749a2sv11za.htm FORM S-11, AMENDMENT NO. 2 Maguire Properties, Inc. - Form S-11, Amend. No. 2
Table of Contents

As filed with the Securities and Exchange Commission on January 14, 2004
Registration No. 333-111577


SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


Amendment No. 2

to
Form S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Maguire Properties, Inc.

(Exact Name of Registrant as Specified in Its Governing Instruments)

555 West Fifth Street, Suite 5000, Los Angeles, California 90013-1010, (213) 626-3300

(Address, Including Zip Code and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)

Robert F. Maguire III

Chairman and Co-Chief Executive Officer
Richard I. Gilchrist
Co-Chief Executive Officer and President
Maguire Properties, Inc.
555 West Fifth Street, Suite 5000, Los Angeles, California 90013-1010, (213) 626-3300
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)


Copies to:

     
Julian T.H. Kleindorfer
Latham & Watkins LLP
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
(213) 485-1234
  Larry P. Medvinsky
Clifford Chance US LLP
200 Park Avenue
New York, New York 10166-0153
(212) 878-8000


Approximate date of commencement of proposed sale 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement of the same offering. o

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.     o

If this form is a post-effective amendment filed pursuant to Rule 462(d) 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.     o

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


CALCULATION OF REGISTRATION FEE

         


Proposed Maximum
Aggregate Amount Of
Title Of Securities Being Registered Offering Price(1) Registration Fee

     % Series A cumulative redeemable preferred stock, par value $.01 per share(1)
  $250,000,000   $20,225


(1)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.

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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.




Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 14, 2004

PROSPECTUS
9,000,000 Shares

(Maguire Logo)

       % Series A Cumulative Redeemable Preferred Stock

(Liquidation Preference $25.00 per share)


       We are offering 9,000,000 shares of our          % series A cumulative redeemable preferred stock, which we refer to in this prospectus as our series A preferred stock. We have granted the underwriters an option to purchase up to 1,000,000 additional shares of our series A preferred stock to cover over-allotments. We will pay cumulative dividends on our series A preferred stock from the date of original issuance in the amount of $             per share each year, which is equivalent to          % of the $25.00 liquidation preference per share. Dividends on our series A preferred stock will be payable quarterly in arrears, beginning on                   , 2004. Our series A preferred stock does not have a stated maturity and is not subject to any sinking fund or mandatory redemption provisions. Upon liquidation, dissolution or winding up, our series A preferred stock will rank senior to our common stock with respect to the payment of distributions and amounts. We are not allowed to redeem our series A preferred stock before                   , 2009, except in limited circumstances to preserve our status as a real estate investment trust. On or after                   , 2009, we may, at our option, redeem our series A preferred stock, in whole or from time to time in part, for cash at a redemption price of $25.00 per share, plus all accumulated and unpaid dividends on such series A preferred stock up to and including the redemption date. Holders of our series A preferred stock will generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other events. Our series A preferred stock will not be convertible into or exchangeable for any other property or securities of our company.

       We are organized and conduct our operations to qualify as a real estate investment trust for federal income tax purposes. To assist us in complying with certain federal income tax requirements applicable to real estate investment trusts, our charter contains certain restrictions relating to the ownership and transfer of our stock, including an ownership limit of 9.8% on our series A preferred stock.

       No market currently exists for our series A preferred stock. Our common stock currently trades on the New York Stock Exchange, or NYSE, under the symbol “MPG.” We have applied to list our series A preferred stock on the NYSE under the symbol “MPG Pr A.” If the application is approved, trading of the series A preferred stock is expected to commence within 30 days after the initial delivery of the series A preferred stock.


       See “Risk Factors” beginning on page 18 for certain risk factors relevant to an investment in our series A preferred stock, including, among others:

  •  Our properties are primarily office buildings and are all located in Los Angeles County, California, making us more vulnerable to certain adverse events, such as casualty losses, than if we owned a more diverse portfolio of assets.
 
  •  Conflicts of interest exist between us and certain of our officers and directors, particularly Mr. Robert F. Maguire III, our Chairman and Co-Chief Executive Officer. Such officers and directors may suffer different and more adverse tax consequences than holders of our capital stock upon the sale or refinancing of our properties, which may make the sale or refinancing of some of our properties less likely. Such officers and directors are also parties to employment and other agreements with us, the enforcement of which we may pursue less vigorously than we otherwise would because of our relationship with them.
 
  •  We have agreed to indemnify Mr. Maguire and certain other contributors who contributed property interests to us in our formation against adverse tax consequences to them in the event that we sell in taxable transactions any of five of our properties that together represented 80.5% of our portfolio’s aggregate annualized rent as of September 30, 2003 for periods ranging between seven to, in certain circumstances, 12 years, and to use commercially reasonable efforts to make $591.8 million of indebtedness available for guarantee by Mr. Maguire and certain other contributors. While we do not intend to sell any of these properties in transactions that would trigger these tax indemnification obligations, if we were to trigger our tax indemnification obligations under these agreements, we would be liable for damages.
 
  •  We have substantial indebtedness. Our debt service obligations reduce cash available for distribution and expose us to the risk of default.


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

                 
Per Share Total


Public Offering Price(1)
  $ 25.00     $ 225,000,000  
Underwriting Discounts and Commissions
  $       $    
Proceeds, before expenses, to us
  $       $    


(1)  Plus accrued dividends, if any, from the original date of issue.

       Shares of our series A preferred stock will be ready for delivery in book-entry form through The Depository Trust Company on or about                   , 2004.


 
Citigroup Friedman Billings Ramsey Wachovia Securities

Credit Suisse First Boston
  A.G. Edwards & Sons, Inc.
  Legg Mason Wood Walker
Incorporated   
  Raymond James
  RBC Capital Markets
  UBS Investment Bank

The date of this prospectus is                     , 2004


PROSPECTUS SUMMARY
Maguire Properties, Inc.
Recent Developments
Our Competitive Strengths
Business and Growth Strategies
Summary Risk Factors
The Properties
The Offering
Summary Selected Combined Financial Data
Ratios of Earnings and EBITDA to Fixed Charges and Preferred Dividends
Our Tax Status
RISK FACTORS
Risks Related to Our Properties and Our Business
Risks Related to Our Organization and Structure
Risks Related to this Offering
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
RATIOS OF EARNINGS AND EBITDA TO FIXED CHARGES AND PREFERRED DIVIDENDS
PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
CAPITALIZATION
SELECTED COMBINED FINANCIAL DATA
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Critical Accounting Policies
Results of Operations
Pro Forma Operating Results
Funds From Operations
Liquidity and Capital Resources
Cash Flows
Inflation
New Accounting Pronouncements
Quantitative and Qualitative Disclosures About Market Risk
BUSINESS AND PROPERTIES
Overview
Our Competitive Strengths
Business and Growth Strategies
Existing Portfolio
Tenant Diversification
Lease Distribution
Lease Expirations
Historical Percentage Leased and Rental Rates
Historical Lease Renewals
Historical Tenant Concessions and Leasing Commissions
Historical Capital Expenditures
Description of Existing Portfolio
Los Angeles Central Business District Office Properties
Tri-Cities Office Properties
Cerritos Submarket
Hotel Property
Garage Properties
Land Parcel
Description of Option Properties
Depreciation
Regulation
Insurance
Competition
Employees
Offices
Legal Proceedings
MANAGEMENT
Directors and Executive Officers
Board Committees
Compensation of Directors
Executive Officer Compensation
Summary Compensation Table
Option Grants in 2003
401(k) Plan
Incentive Bonus Plan
Deferred Bonus Plan
Amended and Restated 2003 Incentive Award Plan
Employment Agreements
Non-competition Agreements
Indemnification Agreements
Compensation Committee Interlocks and Insider Participation
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Acquisition of Additional Interests in Certain Properties by the Maguire Organization Prior to the Formation Transactions
Distribution to Mr. Maguire Prior to the Formation Transactions
Formation Transactions
Description of Contribution Agreements, Tax Indemnity and Debt Guarantees
Partnership Agreement
Registration Rights
Employment Agreements
Indemnification of Officers and Directors
Option Agreements
Management, Leasing, Development and Services Agreements
Property and Liability Insurance
Other Benefits to Related Parties and Related Party Transactions
POLICIES WITH RESPECT TO CERTAIN ACTIVITIES
Investment Policies
Dispositions
Financing Policies
Conflict of Interest Policies
Interested Director and Officer Transactions
Business Opportunities
Policies With Respect To Other Activities
STRUCTURE OF OUR COMPANY
Our Operating Partnership
Our Services Company
DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF MAGUIRE PROPERTIES, L.P.
Management of Our Operating Partnership
Transferability of Interests
Amendments of the Partnership Agreement
Distributions to Unitholders
Redemption/Exchange Rights
Issuance of Additional Common Units, Preferred Units, Common Stock, Preferred Stock or Convertible Securities
Tax Matters
Allocations of Net Income and Net Losses to Partners
Operations
Termination Transactions
Term
Indemnification and Limitation of Liability
PRINCIPAL STOCKHOLDERS
DESCRIPTION OF SERIES A PREFERRED STOCK
% Series A Cumulative Redeemable Preferred Stock
General.
Rank.
Dividends.
Liquidation Preference.
Optional Redemption.
No Maturity, Sinking Fund or Mandatory Redemption.
Limited Voting Rights.
Restrictions on Ownership and Transfer.
Conversion.
Global Securities.
Transfer Agent and Registrar.
DESCRIPTION OF SECURITIES
General
Common Stock
Preferred Stock
Power to Increase Authorized Stock and Issue Additional Shares of Our Common Stock and Preferred Stock
Restrictions on Transfer
Transfer Agent and Registrar
MATERIAL PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS
Our Board of Directors
Removal of Directors
Business Combinations
Control Share Acquisitions
Amendment to Our Charter
Transactions Outside the Ordinary Course of Business
Dissolution of Our Company
Advance Notice of Director Nominations and New Business
Anti-takeover Effect of Certain Provisions of Maryland Law and of Our Charter and Bylaws
Ownership Limit
Indemnification and Limitation of Directors’ and Officers’ Liability
Indemnification Agreements
FEDERAL INCOME TAX CONSIDERATIONS
Taxation of Our Company
Failure To Qualify
Tax Aspects of Our Operating Partnership, the Subsidiary Partnerships and the Limited Liability Companies
Federal Income Tax Considerations for Holders of Our Preferred Stock
Taxation of Taxable U.S. Stockholders Generally
Backup Withholding
Taxation of Tax Exempt Stockholders
Taxation of Non-U.S. Stockholders
Other Tax Consequences
New Legislation
Proposed Legislation
ERISA CONSIDERATIONS
General
Employee Benefit Plans, Tax-Qualified Retirement Plans and IRAs
Our Status Under ERISA
UNDERWRITING
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 1.1
EXHIBIT 3.2
EXHIBIT 5.1
EXHIBIT 8.1
EXHIBIT 10.2
EXHIBIT 10.18
EXHIBIT 12.1
EXHIBIT 23.3


Table of Contents

TABLE OF CONTENTS

           
Page

PROSPECTUS SUMMARY
    1  
 
Maguire Properties, Inc. 
    1  
 
Recent Developments
    2  
 
Our Competitive Strengths
    3  
 
Business and Growth Strategies
    3  
 
Summary Risk Factors
    4  
 
The Properties
    6  
 
The Offering
    7  
 
Summary Selected Combined Financial Data
    10  
 
Ratios of Earnings and EBITDA to Fixed Charges and Preferred Dividends
    15  
 
Our Tax Status
    17  
RISK FACTORS
    18  
 
Risks Related to Our Properties and Our Business
    18  
 
Risks Related to Our Organization and Structure
    27  
 
Risks Related to this Offering
    31  
FORWARD-LOOKING STATEMENTS
    33  
USE OF PROCEEDS
    34  
RATIOS OF EARNINGS AND EBITDA TO FIXED CHARGES AND PREFERRED DIVIDENDS
    35  
PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
    37  
CAPITALIZATION
    38  
SELECTED COMBINED FINANCIAL DATA
    39  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    44  
 
Overview
    44  
 
Critical Accounting Policies
    45  
 
Results of Operations
    46  
 
Pro Forma Operating Results
    57  
 
Funds from Operations
    60  
 
Liquidity and Capital Resources
    61  
 
Cash Flows
    70  
 
Inflation
    71  
 
New Accounting Pronouncements
    71  
 
Quantitative and Qualitative Disclosures About Market Risk
    71  
BUSINESS AND PROPERTIES
    73  
 
Overview
    73  
 
Our Competitive Strengths
    75  
 
Business and Growth Strategies
    76  
 
Existing Portfolio
    77  
 
Tenant Diversification
    79  
 
Lease Distribution
    81  
 
Lease Expirations
    81  
 
Historical Percentage Leased and Rental Rates
    82  
 
Historical Lease Renewals
    82  
 
Historical Tenant Concessions and Leasing Commissions
    83  
 
Historical Capital Expenditures
    84  
 
Description of Existing Portfolio
    84  
 
Los Angeles Central Business District Office Properties
    85  
 
Tri-Cities Office Properties
    95  
 
Cerritos Submarket
    99  
 
Hotel Property
    101  
 
Garage Properties
    102  
 
Land Parcel
    103  
 
Description of Option Properties
    103  
 
Depreciation
    106  
 
Regulation
    107  
 
Insurance
    108  
 
Competition
    108  
 
Employees
    108  
 
Offices
    108  
 
Legal Proceedings
    109  
MANAGEMENT
    110  
 
Directors and Executive Officers
    110  
 
Board Committees
    112  
 
Compensation of Directors
    113  
 
Executive Officer Compensation
    113  
 
Summary Compensation Table
    114  
 
Option Grants in 2003
    115  
 
401(k) Plan
    115  
 
Incentive Bonus Plan
    115  
 
Deferred Bonus Plan
    115  
 
Amended and Restated 2003 Incentive Award Plan
    116  
 
Employment Agreements
    117  
 
Non-competition Agreements
    121  
 
Indemnification Agreements
    122  
 
Compensation Committee Interlocks and Insider Participation
    123  
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    124  
 
Acquisition of Additional Interests in Certain Properties by the Maguire Organization Prior to the Formation Transactions
    124  
 
Distribution to Mr. Maguire Prior to the Formation Transactions
    125  
 
Formation Transactions
    125  
 
Description of Contribution Agreements, Tax Indemnity and Debt Guarantees
    126  
 
Partnership Agreement
    128  
 
Registration Rights
    128  
 
Employment Agreements
    128  
 
Indemnification of Officers and Directors
    129  
 
Option Agreements
    129  
 
Management, Leasing, Development and Services Agreements
    130  
 
Property and Liability Insurance
    131  
 
Other Benefits to Related Parties and Related Party Transactions
    132  
POLICIES WITH RESPECT TO CERTAIN ACTIVITIES
    133  
 
Investment Policies
    133  
 
Dispositions
    134  
 
Financing Policies
    134  
 
Conflict of Interest Policies
    134  
 
Interested Director and Officer Transactions
    135  
 
Business Opportunities
    136  
 
Policies With Respect To Other Activities
    136  
STRUCTURE OF OUR COMPANY
    137  
 
Our Operating Partnership
    137  
 
Our Services Company
    137  
DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF MAGUIRE PROPERTIES, L.P.
    139  
 
Management of Our Operating Partnership
    139  
 
Transferability of Interests
    139  

i


Table of Contents

           
Page

 
Amendments of the Partnership Agreement
    140  
 
Distributions to Unitholders
    140  
 
Redemption/ Exchange Rights
    141  
 
Issuance of Additional Common Units, Preferred Units, Common Stock, Preferred Stock or Convertible Securities
    141  
 
Tax Matters
    141  
 
Allocations of Net Income and Net Losses to Partners
    141  
 
Operations
    142  
 
Termination Transactions
    142  
 
Term
    143  
 
Indemnification and Limitation of Liability
    143  
PRINCIPAL STOCKHOLDERS
    144  
DESCRIPTION OF SERIES A PREFERRED STOCK
    146  
 
General
    146  
 
Rank
    146  
 
Dividends
    146  
 
Liquidation Preference
    148  
 
Optional Redemption
    149  
 
No Maturity, Sinking Fund or Mandatory Redemption
    150  
 
Limited Voting Rights
    150  
 
Restrictions on Ownership and Transfer
    152  
 
Conversion
    153  
 
Global Securities
    153  
 
Transfer Agent and Registrar
    154  
DESCRIPTION OF SECURITIES
    155  
 
General
    155  
 
Common Stock
    155  
 
Preferred Stock
    156  
 
Power to Increase Authorized Stock and Issue Additional Shares of Our Common Stock and Preferred Stock
    156  
 
Restrictions on Transfer
    156  
 
Transfer Agent and Registrar
    159  
MATERIAL PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS
    160  
 
Our Board of Directors
    160  
 
Removal of Directors
    160  
 
Business Combinations
    160  
 
Control Share Acquisitions
    161  
 
Amendment to Our Charter
    162  
 
Transactions Outside the Ordinary Course of Business
    162  
 
Dissolution of Our Company
    162  
 
Advance Notice of Director Nominations and New Business
    162  
 
Anti-takeover Effect of Certain Provisions of Maryland Law and of Our Charter and Bylaws
    162  
 
Ownership Limit
    163  
 
Indemnification and Limitation of Directors’ and Officers’ Liability
    163  
 
Indemnification Agreements
    164  
FEDERAL INCOME TAX CONSIDERATIONS
    165  
 
Taxation of Our Company
    165  
 
Failure To Qualify
    174  
 
Tax Aspects of Our Operating Partnership, the Subsidiary Partnerships and the Limited Liability Companies
    175  
 
Federal Income Tax Considerations for Holders of Our Preferred Stock
    177  
 
Taxation of Taxable U.S. Stockholders Generally
    178  
 
Backup Withholding
    180  
 
Taxation of Tax Exempt Stockholders
    180  
 
Taxation of Non-U.S. Stockholders
    180  
 
Other Tax Consequences
    183  
 
New Legislation
    183  
 
Proposed Legislation
    184  
ERISA CONSIDERATIONS
    185  
 
General
    185  
 
Employee Benefit Plans, Tax-Qualified Retirement Plans and IRAs
    185  
 
Our Status Under ERISA
    186  
UNDERWRITING
    188  
LEGAL MATTERS
    192  
EXPERTS
    192  
WHERE YOU CAN FIND MORE INFORMATION
    192  


       You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

ii


Table of Contents

PROSPECTUS SUMMARY

       This summary highlights selected information about us. It may not contain all the information that may be important to you in deciding whether to invest in the series A preferred stock. You should read this entire prospectus, including our historical and pro forma financial statements and the information appearing under the caption “Risk Factors.” References in this prospectus to “we,” “our,” “us” and “our company” refer to Maguire Properties, Inc., a Maryland corporation, together with our consolidated subsidiaries, including Maguire Properties, L.P., a Maryland limited partnership of which we are the sole general partner and which we refer to in this prospectus as our operating partnership, and Maguire Properties Services, Inc., a Maryland corporation and wholly owned subsidiary of our operating partnership, which we refer to in this prospectus as our services company. Unless otherwise indicated, the information contained in this prospectus is as of September 30, 2003 and assumes that the underwriters’ over-allotment option is not exercised. Additionally, unless otherwise indicated, portfolio property data as of September 30, 2003 relating to square feet, tenants, leasing, rents, commissions, credits and allowances, lease expirations and parking includes such data for One California Plaza, a property we acquired on November 6, 2003, as described below.

Maguire Properties, Inc.

       We are the largest owner and operator of Class A office properties in the Los Angeles central business district, or LACBD, and are primarily focused on owning and operating high quality office properties in the high-barrier-to-entry Southern California market. We were formed in June 2002 to succeed to certain businesses of the Maguire Organization, a nationally recognized owner, developer and acquirer of institutional-quality properties in the Los Angeles area since 1965. Prior to our initial public offering of common stock, or IPO, on June 27, 2003, the Maguire Organization was comprised of Maguire Partners Development, Ltd. and its more than 125 predecessor and related entities, all of which were predominately owned by, or otherwise affiliated with, Robert F. Maguire III, our Chairman and Co-Chief Executive Officer. We are a full service real estate company, and we operate as a real estate investment trust, or REIT, for federal income tax purposes.

       Through our operating partnership, we own a portfolio of 13 commercial real estate properties, consisting of nine office properties with approximately 7.1 million net rentable square feet, one 350-room hotel with 266,000 square feet, and three off-site parking garages totaling 2,749 spaces and approximately 1.0 million square feet. In addition, our office portfolio contains approximately 2.3 million square feet of on-site parking totaling 8,065 spaces. We also own an undeveloped two-acre land parcel adjacent to an existing office property that we believe can support 300,000 net rentable square feet of office development.

       Our existing portfolio is located in three Southern California markets — the LACBD, the Tri-Cities area of Pasadena, Glendale and Burbank and the Cerritos submarket of Los Angeles County. Our portfolio includes five office properties in the prime Bunker Hill area of the LACBD — US Bank Tower (formerly Library Tower), Gas Company Tower, KPMG Tower, Wells Fargo Tower and One California Plaza — and three off-site parking garages. In the Tri-Cities, we own the Plaza Las Fuentes office and hotel properties in Pasadena, the Glendale Center office property in Glendale and a two-acre land parcel adjacent to the Glendale Center. In the Cerritos submarket, we own the Cerritos Corporate Center Phase I and Phase II properties, collectively known as the AT&T Wireless Western Regional Headquarters. As of September 30, 2003, our office portfolio was 92.2% leased to more than 200 tenants. As of September 30, 2003, tenants generating 47.5% of the annualized rent of our office portfolio were rated investment grade as reported by Standard & Poor’s, and tenants generating an additional 38.5% of the annualized rent of our office portfolio were nationally recognized professional services firms.

       Our management team possesses substantial expertise in all aspects of real estate management, marketing, leasing, acquisition, development and finance. We directly manage the properties in our portfolio, except for Cerritos Corporate Center Phases I and II, through our operating partnership and/or our services company. We provide development, leasing and/or management services to various properties that are owned or controlled by Mr. Maguire. We have options to purchase certain of these properties,

1


Table of Contents

1733 Ocean Avenue in Santa Monica, California, Western Asset Plaza (formerly known as Plaza Las Fuentes II) in Pasadena, California, and a 12.5% interest in the Water’s Edge Development in West Los Angeles, which we refer to in this prospectus as the option properties, but do not with respect to certain other properties owned or controlled by Mr. Maguire, which we refer to in this prospectus as the excluded properties. We operate from our headquarters in Los Angeles, California. As of November 30, 2003, we had 81 employees.

       Our principal executive offices are located at 555 West Fifth Street, Suite 5000, Los Angeles, California 90013-1010. Our telephone number at that location is (213) 626-3300. Our website is located at www.maguireproperties.com. The information found on, or otherwise accessible through our website is not incorporated into, and does not form a part of, this prospectus or any other report or document we file with or furnish to the Securities and Exchange Commission.

Recent Developments

       On September 15, 2003 we declared a dividend to common stockholders of record and our operating partnership declared a distribution to holders of record of common limited partnership units in our operating partnership, or units, in each case as of September 30, 2003, totaling $22,402,000, or $0.4176 per common share and common unit. This dividend consisted of a quarterly dividend of $0.40 per common share and common unit for the period from July 1, 2003 through September 30, 2003 and a pro rata dividend of $0.0176 per common share and common unit covering the period from the consummation of our IPO on June 27, 2003 through June 30, 2003. The dividend and distribution were paid on October 31, 2003. The dividend is equivalent to an annual rate of $1.60 per common share and common unit.

       On October 10, 2003, we sold a $72.0 million interest rate swap agreement associated with $72.0 million of the floating rate KPMG Tower mortgage for $1.6 million.

       On October 14, 2003, our subsidiary that is the fee simple owner of Glendale Center entered into a ten-year, interest-only $80.0 million mortgage loan with Greenwich Capital Financial Products secured by Glendale Center. This mortgage matures in November 2013 and bears interest at a fixed rate of 5.727% per annum.

       On November 6, 2003, a subsidiary of our operating partnership acquired One California Plaza, a 42-story, 981,662 foot office tower in the LACBD, from Metropolitan Life Insurance Company for aggregate consideration of $225.0 million. We funded this purchase with cash on hand and a seven-year, $146.3 million mortgage bearing interest at a fixed rate of 4.73% per annum provided by Metropolitan Life Insurance Company.

       On December 15, 2003, we declared a dividend to common stockholders of record and our operating partnership declared a distribution to common unit holders of record, in each case as of December 31, 2003, totaling $21,458,000, or $0.40 per common share and common unit, for the quarter ended December 31, 2003. The dividend and distribution are payable on January 30, 2004. The dividend is equivalent to an annual rate of $1.60 per common share and common unit.

2


Table of Contents

Our Competitive Strengths

       We believe we distinguish ourselves from other owners, operators, acquirers and developers of office properties in a number of ways, and enjoy significant competitive strengths, including:

  •  Trophy Quality Portfolio. Our office portfolio consists of architecturally distinctive, Class A properties, including West Coast landmarks such as US Bank Tower and Gas Company Tower, which, based on current market rents and estimated construction costs, management believes could not be replicated on a cost-competitive basis today.
 
  •  Nationally Recognized Tenants. The high quality of our office portfolio attracts nationally recognized firms as tenants. As of September 30, 2003, 86.0% of our annualized rent was generated by tenants that were either rated investment grade by Standard & Poor’s or were nationally recognized professional services firms.
 
  •  Southern California Focus. All of our properties are located in the high-barrier-to-entry Southern California office market.
 
  •  Commanding Market Share. The concentration of our portfolio in the LACBD, and particularly the prime Bunker Hill section of the LACBD, provides us with a commanding share of the LACBD Class A office space market.
 
  •  Strategic Joint Ventures. We have had considerable experience in creating strategic joint ventures in order to mitigate acquisition and development risks, secure marquee anchor tenants and facilitate financing.
 
  •  Experienced and Committed Management Team. Our senior management team has an average of 21 years of experience in the commercial real estate industry and collectively owns a 20.0% interest in our company’s common equity on a fully diluted basis.

Business and Growth Strategies

       Our primary business objectives are to maximize distributable cash flow and to achieve sustainable long-term growth in cash flow per share in order to maximize long-term stockholder value. Our business strategies to achieve these objectives consist of several elements:

  •  Focus on Premier-Quality Properties. Our core strategy is to own, manage, acquire and develop buildings of exceptional quality that can achieve premium rents within our markets.
 
  •  Opportunistic Acquisition and Redevelopment. We intend to selectively acquire and redevelop existing office buildings that can be acquired at significant discounts to replacement cost, and reposition them into high-quality properties through architectural improvements and additional amenities.
 
  •  Fostering Strong Tenant Relationships. We foster strong tenant relationships with nationally recognized tenants through a commitment to serving tenant needs. Our substantial in-house marketing, lease-negotiation and design capabilities give us a competitive advantage in retaining existing tenants, attracting new tenants and replacing departing tenants quickly and efficiently.
 
  •  Capital Recycling. We will seek to raise low-cost equity capital by joint venturing our stabilized properties and reinvesting the proceeds into properties with higher growth potential.

3


Table of Contents

Summary Risk Factors

       You should carefully consider the following important risks:

  •  Our properties are primarily office buildings, are all located in Los Angeles County, California and are geographically concentrated in the LACBD, making us more vulnerable to certain adverse events than if we owned a more diverse portfolio of assets.