U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 18, 2007
AMB PROPERTY CORPORATION
(Exact name of registrant as specified in charter)
| | | | | |
| Maryland | | 001-13545 | | 94-3281941 |
| | | | | |
(State or other
jurisdiction of
incorporation) | | (Commission file number) | | (I.R.S. employer
identification number) |
Pier 1, Bay 1, San Francisco, California 94111
(Address of principal executive offices) (Zip code)
415-394-9000
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND
ITEM 7.01 REGULATION FD DISCLOSURE
On April 20, 2007, we disclosed on our website an amended supplemental analyst package in connection with our first quarter earnings, which contained revised pages for Financial Highlights, Capitalization Summary, Unconsolidated And Consolidated Joint Ventures, and Supplemental Information for Net Asset Value Analysis to correct errors on the respective previously posted pages. This amendment is being filed to amend Exhibit 99.1 to our current report on Form 8-K filed on April 18, 2007 in order to revise the Financial Highlights, Capitalization Summary, Unconsolidated And Consolidated Joint Ventures, and Supplemental Information for Net Asset Value Analysis pages, so that they conform to the information contained in the amended supplemental analyst package. The following summarizes the revisions contained in the amended supplemental analyst package as of and for the quarter ended March 31, 2007:
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| FINANCIAL HIGHLIGHTS | | Amended | | As Originally Filed |
Capitalization | | (dollars in thousands) |
| AMB’s share of total debt | | $ | 2,861,415 | | | $ | 2,532,072 | |
| Total capitalization | | $ | 9,392,479 | | | $ | 9,063,136 | |
| | | | | | | | | |
Ratios | | | | | | | | |
| AMB’s share of total debt-to-AMB’s share of total book capitalization | | | 49.5 | % | | | 46.5 | % |
| AMB’s share of total debt-to-AMB’s share of total market capitalization | | | 30.5 | % | | | 27.9 | % |
| | | | | | | | | |
CAPITALIZATION SUMMARY | | | | | | | | |
| AMB’s share of unconsolidated JV Debt — Joint Venture Debt | | $ | 349,570 | | | $ | 30,930 | |
| AMB’s share of unconsolidated JV Debt — Other Debt | | $ | 20,933 | | | $ | — | |
| AMB’s share of unconsolidated JV Debt — Total Debt | | $ | 370,503 | | | $ | 30,930 | |
| Total debt — Joint Venture Debt | | $ | 1,503,869 | | | $ | 1,185,229 | |
| Total debt — Other Debt | | $ | 107,079 | | | $ | 86,146 | |
| Total debt — Total Debt | | $ | 3,637,020 | | | $ | 3,297,447 | |
| JV partners’ share of consolidated JV debt — Joint Venture Debt | | $ | (723,605 | ) | | $ | (713,375 | ) |
| JV partners’ share of consolidated JV debt — Total Debt | | $ | (775,605 | ) | | $ | (765,375 | ) |
| AMB’s share of total debt — Joint Venture Debt | | $ | 780,264 | | | $ | 471,854 | |
| AMB’s share of total debt — Other Debt | | $ | 55,079 | | | $ | 34,146 | |
| AMB’s share of total debt — Total Debt | | $ | 2,861,415 | | | $ | 2,532,072 | |
| | | | | | | | | |
Capitalization Ratios | | | | | | | | |
| Total debt-to-total market capitalization | | | 35.8 | % | | | 33.5 | % |
| AMB’s share of total debt-to-AMB’s share of total market capitalization | | | 30.5 | % | | | 27.9 | % |
| Total debt plus preferred-to-total market capitalization | | | 39.9 | % | | | 37.8 | % |
| AMB’s share of total debt plus preferred-to-AMB’s share of total market capitalization | | | 34.9 | % | | | 32.5 | % |
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UNCONSOLIDATED AND CONSOLIDATED JOINT VENTURES | | | | | | | | |
Unconsolidated Joint Ventures | | | | | | | | |
Co-Investment Operating Joint Ventures: | | | | | | | | |
| AMB-SGP Mexico — Property Debt | | $ | 113,862 | | | $ | 135,955 | |
| AMB-SGP Mexico — Other Debt | | $ | 4,744 | | | $ | — | |
| Total Co-Investment Operating Joint Ventures — Property Debt | | $ | 1,230,845 | | | $ | 1,252,938 | |
| Total Co-Investment Operating Joint Ventures — Other Debt | | $ | 104,761 | | | $ | 100,017 | |
| Total Unconsolidated Joint Ventures — Property Debt | | $ | 1,413,675 | | | $ | 1,435,768 | |
| Total Unconsolidated Joint Ventures — Other Debt | | $ | 104,761 | | | $ | 100,017 | |
| | | | | | | | | |
SUPPLEMENTAL INFORMATION FOR NET ASSET VALUE ANALYSIS | | | | | | | | |
| AMB’s share of total debt and preferred securities | | $ | 3,279,182 | | | $ | 2,949,839 | |
In addition, in the Capitalization Summary, the yearly payments for 2007 through 2012 for Joint Venture Debt and Total Debt have been revised with no change to total consolidated debt balances. Also, the weighted average interest rates, weighted average maturity (in years) and footnote (3), have been revised to reflect corrected numbers.
Please see Reporting Definitions and Supplemental Financial Measures Disclosures in our analyst package file on Form 8-K on April 18, 2007.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| | | |
| Exhibit | | |
| Number | | Description |
| |
| 99.1 | | Pages 1, 15, 16 and 17 of the AMB Property Corporation Supplemental Analyst Package for First Quarter 2007 Earnings Conference Call April 19, 2007 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| | AMB Property Corporation
(Registrant)
| |
| Date: April 20, 2007 | By: | /s/ Tamra D. Browne | |
| | | Tamra D. Browne | |
| | | Senior Vice President, General Counsel and Secretary | |
Exhibits
| | | |
| Exhibit | | |
| Number | | Description |
| |
| 99.1 | | Pages 1, 15, 16 and 17 of the AMB Property Corporation Supplemental Analyst Package for First Quarter 2007 Earnings Conference Call April 19, 2007 |
