U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 27, 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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 8.01 Other Events
ITEM 9.01 Financial Statements and Exhibits
SIGNATURES
INDEX OF EXHIBITS
EXHIBIT 10.1
ITEM 9.01 Financial Statements and Exhibits
SIGNATURES
INDEX OF EXHIBITS
EXHIBIT 10.1
Item 8.01 Other Events
On September 27, 2007, our board of directors approved and adopted an amendment and restatement of the Change in Control and Noncompetition Agreements between AMB Property, L.P., our subsidiary of which we are general partner, and our executive officers.
The amendment and restatement of the Change in Control and Noncompetition Agreements amends the former agreements to conform certain provisions to be consistent with Section 409A of the Internal Revenue Code and the final regulations issued thereunder, including, among other things, modifying the definition of a good reason condition under the agreements. The economic terms of the agreements have not been modified.
The form of Amended and Restated Change in Control and Noncompetition Agreement is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Form of Amended and Restated Change in Control and Noncompetition Agreement by and between AMB Property, L.P. and executive officers |
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: October 1, 2007 | By: | /s/ Tamra D. Browne | ||
| Tamra D. Browne | ||||
| Senior Vice President, General Counsel and Secretary | ||||
INDEX TO EXHIBITS
| Exhibit | ||
| Number | Description | |
| 10.1 | Form of Amended and Restated Change in Control and Noncompetition Agreement by and between AMB Property, L.P. and executive officers |