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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): March 22, 2000
AMB PROPERTY CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 001-13545 94-3281941
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
505 Montgomery Street, San Francisco, California 94111
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(Address of principal executive offices) (Zip Code)
415-394-9000
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(Registrants' telephone number, including area code)
n/a
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(former name or former address, if changed since last report)
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ITEM 5 OTHER EVENTS.
On March 22, 2000, AMB Property II, L.P., a partnership in which a
wholly owned subsidiary of AMB Property Corporation owns an approximate 1%
general partnership interest and AMB Property, L.P. owns an approximate 99%
common limited partnership interest, issued and sold 397,439 7.95% Series F
Cumulative Redeemable Preferred Limited Partnership Units at a price of $50.00
per unit in a private placement. AMB Property II, L.P. used the gross proceeds
of $19,871,950 to pay transaction expenses, including a placement fee, to make a
loan to AMB Property, L.P. in the amount of $19.6 million and for general
corporate purposes. AMB Property, L.P. intends to use the funds to partially
repay borrowings outstanding under our credit facility and for general corporate
purposes.
SERIES F PREFERRED UNITS
General. Each Series F Preferred Unit will be entitled to receive
cumulative preferential distributions from March 22, 2000 payable on or before
the 15th of January, April, July and October of each year, commencing April 15,
2000, at a rate of 7.95% per annum in preference to any payment made on any
other class or series of partnership interest of AMB Property II, L.P., other
than any class or series of partnership interest expressly designated as ranking
on parity with or senior to the Series F Preferred Units.
Ranking. The Series F Preferred Units will rank on parity with all
classes or series of preferred partnership units designated as ranking on a
parity with the Series F Preferred Units with respect to distributions and
rights upon liquidation, dissolution and winding-up (including AMB Property II,
L.P.'s Series C Preferred Units, Series D Preferred Units and Series E Preferred
Units), senior to all classes or series of preferred partnership units
designated as ranking junior to the Series F Preferred Units and junior to all
other classes or series of preferred partnership units designated as ranking
senior to the Series F Preferred Units.
Limited Consent Rights. For so long as any Series F Preferred Units
remain outstanding, AMB Property II, L.P. shall not, without the affirmative
vote of the holders of at least two-thirds of the Series F Preferred Units:
- authorize, create or increase the authorized or issued amount of any
class or series of partnership interests ranking prior to the Series F
Preferred Units with respect to payment of distributions or rights
upon liquidation, dissolution or winding-up or reclassify any
partnership interests of AMB Property II, L.P. into any such
partnership interest, or create, authorize or issue any obligations or
security convertible into or evidencing the right to purchase any such
partnership interests,
- authorize or create, or increase the authorized or issued amount of
any preferred units ranking on a parity with the Series F Preferred
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Units or reclassify any partnership interest of AMB Property II, L.P.
into any such partnership interest or create, authorize or issue any
obligations or security convertible into or evidencing the right to
purchase any such partnership interests but only to the extent such
Parity Preferred Units are issued to an affiliate of AMB Property II,
L.P., other than its general partner or AMB Property, L.P. to the
extent the issuance of such interests was to allow its general partner
or AMB Property, L.P. to issue corresponding preferred stock or
preferred interests to persons who are not affiliates of AMB Property
II, L.P., or
- either (1) consolidate, merge into or with, or convey, transfer or
lease its assets substantially as an entirety to, any corporation or
other entity or (2) amend, alter or repeal the provisions of AMB
Property II, L.P.'s partnership agreement, whether by merger,
consolidation or otherwise, in each case in a manner that would
materially and adversely affect the powers, special rights,
preferences, privileges or voting power of the Series F Preferred
Units or the holders of Series F Preferred Units.
With respect to the occurrence of any of the events set forth in the
third bullet point above, so long as AMB Property II, L.P. is either the
surviving entity and the Series F Preferred Units remain outstanding with the
terms materially unchanged or the resulting, surviving or transferee entity is a
partnership, limited liability company or like entity organized under the laws
of any state and substitutes for the Series F Preferred Units other partnership
interests having substantially the same terms and rights as the Series F
Preferred Units, the occurrence of any such event will not be considered to
materially and adversely affect rights, preferences, privileges or voting powers
of holders of Series F Preferred Units. Any increase in the amount of
partnership interests or the creation or issuance of any other class or series
of partnership interests, in each case ranking on a parity with or junior to the
Series F Preferred Units will not be considered to materially and adversely
affect such rights, preferences, privileges or voting powers.
Limited Management Rights. If distributions on any Series F Preferred
Units remain unpaid for six or more quarterly periods (whether or not
consecutive), subject to the rights of any holders of future preferred units
ranking on a parity with the Series F Preferred Units, the holders of Series F
Preferred Units may assume certain rights to manage AMB Property II, L.P. for
the sole purpose of enforcing AMB Property II, L.P.'s rights and remedies
against obligees of AMB Property II, L.P. or others from whom AMB Property II,
L.P. may be entitled to receive cash or other assets, until all distributions
accumulated on Series F Preferred Units for all past quarterly periods and
distributions for the then-current quarterly period have been fully paid or
declared and a sum sufficient for the payment of such dividends irrevocably set
aside in trust for payment in full.
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Redemption and Exchange. Beginning March 22, 2005, the Series F
Preferred Units may be redeemed by AMB Property II, L.P. out of proceeds from
issuances of AMB Property Corporation's capital stock at a redemption price
equal to $50.00 per unit, plus all accrued and unpaid distributions to the date
of redemption. Beginning March 22, 2010, the Series F Preferred Units may be
exchanged, in whole but not in part, into shares of AMB Property Corporation's
7.95% Series F Cumulative Redeemable Preferred Stock at the option of 51% of the
holders. In addition, the Series F Preferred Units may be exchanged, in whole
but not in part, into shares of Series F Preferred Stock at any time at the
option of 51% of the holders if:
- distributions on the Series F Preferred Units have not been made for
six prior quarterly distribution periods, whether or not consecutive,
or
- AMB Property Holding Corporation or one of its subsidiaries takes the
position, and a holder or holders of Series F Preferred Units receive
an opinion of independent counsel, that AMB Property II, L.P. is, or
upon the happening of a certain event likely will be, a "publicly
traded partnership" within the meaning of the Internal Revenue Code.
In addition, the Series F Preferred Units may be exchanged, in whole but
not in part, at the option of 51% of the holders, after March 22, 2003 and prior
to March 22, 2010 if the Series F Preferred Units would not be considered "stock
and securities" for federal income tax purposes.
In addition, the Series F Preferred Units may be exchanged, in whole but
not in part, at the option of 51% of the holders, at any time that there exists
an imminent and substantial risk that such holders' interest in AMB Property II,
L.P. represents or will represent more than 19.0% of the total profits of or
capital interests in AMB Property II, L.P. for a taxable year.
Furthermore, the Series F Preferred Units may be exchanged, in whole but
not in part, at the option of 51% of the holders, if the Series F Preferred
Units are held by a real estate investment trust and excluding the effect of
certain loans and advances, from time to time, from AMB Property II, L.P. to AMB
Property, L.P. or any other affiliate or related entity for purposes of the 5%
test of Section 856(c)(4)(B) of the Internal Revenue Code, either (A) AMB
Property II, L.P. is advised by independent counsel that, based on the assets
and income of AMB Property II, L.P. for a taxable year after 1998, it would not
satisfy the income and assets tests of Section 856 of the Internal Revenue Code
for such taxable year if it were a real estate investment trust within the
meaning of the Internal Revenue Code; or (B) the holder of the Series F
Preferred Units shall deliver an opinion of independent counsel to the effect
that, based on the assets and income of AMB Property II, L.P. for a taxable year
after 1999, AMB Property II, L.P. would not satisfy the income and assets tests
of Section 856 of the Internal Revenue Code for such taxable year if it were a
real estate investment trust within the meaning of the Internal Revenue Code and
that
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such failure would create a meaningful risk that the holder of the Series F
Preferred Units would fail to maintain its qualification as a real estate
investment trust.
AMB Property Corporation may, in lieu of exchanging the Series F
Preferred Units for shares of Series F Preferred Stock, elect to redeem all or a
portion of the Series F Preferred Units for cash in an amount equal to $50.00
per unit plus accrued and unpaid distributions. The right of the holders of
Series F Preferred Units to exchange the Series F Preferred Units for shares of
Series F Preferred Stock shall in each case be subject to the ownership
limitations set forth in AMB Property Corporation's charter in order for it to
maintain its qualification as a real estate investment trust for federal income
tax purposes.
SERIES F PREFERRED STOCK
General. Each share of Series F Preferred Stock into which the Series F
Preferred Units may be exchanged will be entitled to receive cumulative
preferential cash dividends from the date of issue (including any accrued but
unpaid distributions in respect of Series F Preferred Units at the time that
such units are exchanged for shares of Series F Preferred Stock) payable on or
before the 15th of January, April, July and October of each year, in cash, at
the rate of 7.95% per annum in preference to any payment made on any other
classes or series of capital stock or other equity securities of AMB Property
Corporation, other than any class or series of equity securities of AMB Property
Corporation expressly designated as ranking on a parity with or senior to the
Series F Preferred Stock.
Ranking. The Series F Preferred Stock will rank on parity with AMB
Property Corporation's 8.50% Series A Cumulative Redeemable Preferred Stock, its
8.65% Series B Cumulative Redeemable Preferred Stock, its 8.75% Series C
Cumulative Redeemable Preferred Stock, its 7.75% Series D Cumulative Redeemable
Preferred Stock and its 7.75% Series E Cumulative Redeemable Preferred Stock if
and when issued, and all other classes or series of preferred stock designated
as ranking on a parity with the Series F Preferred Stock with respect to
distributions and rights upon liquidation, dissolution or winding-up, senior to
all classes or series of preferred stock designated as ranking junior to the
Series F Preferred Stock and junior to all other classes or series of preferred
stock designated as ranking senior to Series F Preferred Stock.
Redemption. The Series F Preferred Stock may be redeemed, at AMB
Property Corporation's option, on and after March 22, 2005, in whole or in part
from time to time, at a redemption price payable in cash equal to $50.00 per
share, plus any accrued but unpaid dividends to the date of redemption. AMB
Property Corporation may redeem the Series F Preferred Stock prior to March 22,
2005 to the extent necessary to maintain its qualification as a real estate
investment trust. The redemption price of the Series F Preferred Stock (other
than the portion of the redemption price consisting of accumulated but unpaid
dividends) will be payable solely out of proceeds from issuances of AMB Property
Corporation's capital stock.
Limited Voting Rights. If dividends on any of the shares of Series F
Preferred Stock remain unpaid for six or more quarterly periods (whether or not
consecutive), the holders of such
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shares of Series F Preferred Stock (voting as a single class with all other
shares of preferred stock ranking on a parity with the Series F Preferred Stock
upon which like voting rights have been conferred and are exercisable) will be
entitled to vote for the election of two additional directors of AMB Property
Corporation who will be elected by a plurality of the votes cast in such
election for a one-year term and until their successors are duly elected and
shall qualify (or until such director's right to hold such office terminates,
whichever occurs earlier, subject to such director's earlier death,
disqualification, resignation or removal), at a special meeting called by the
holders of at least 20% of the outstanding shares of Series F Preferred Stock or
the holders of shares of any other class or series of preferred stock ranking on
a parity with the Series F Preferred Stock with respect to which dividends are
also accrued and unpaid (unless such request is received less than 90 days
before the date fixed for the next annual or special meeting of stockholders)
or, if the request for a special meeting is received by AMB Property Corporation
less than 90 days before the date fixed for the next annual or special meeting
of stockholders, at the next annual or special meeting of stockholders, and at
each subsequent annual meeting until all dividends accumulated on the shares of
Series F Preferred Stock for all past dividend periods and the dividend for the
then current dividend period have been fully paid or declared and a sum
sufficient for the payment of such dividends irrevocably set aside in trust for
payment in full. Upon the payment in full of all such dividends, the holders of
Series F Preferred Stock will be divested of their voting rights and the term of
any member of the board of directors elected by the holders of Series F
Preferred Stock and holders of any other shares of preferred stock ranking on a
parity with the Series F Preferred Stock will terminate.
In addition, for so long as any shares of Series F Preferred Stock are
outstanding, without the consent of two-thirds of the holders of the Series F
Preferred Stock then outstanding, AMB Property Corporation shall not:
- authorize or create or increase the authorized or issued amount of any
shares ranking senior to the Series F Preferred Stock or reclassify
any authorized shares of AMB Property Corporation into any such
shares,
- designate or create, or increase the authorized or issued amount of,
or reclassify any authorized shares of AMB Property Corporation into
any preferred stock ranking on a parity with the Series F Preferred
Stock, or create, authorize or issue any obligations or security
convertible into or evidencing the right to purchase any such shares,
but only to the extent such preferred stock ranking on a parity with
the Series F Preferred Stock is issued to an affiliate of AMB Property
Corporation, or
- either (1) consolidate, merge into or with, or convey, transfer or
lease its assets substantially as an entirety, to any corporation or
other entity or (2) amend, alter or repeal the provisions of AMB
Property Corporation's Articles of Incorporation, whether by
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merger, consolidation or otherwise, in each case that would materially
and adversely affect the powers, special rights, preferences,
privileges or voting power of the Series F Preferred Stock or the
holders of Series F Preferred Stock. The Series F Preferred Stock will
have no voting rights other than as discussed above and as otherwise
provided by applicable law.
With respect to the occurrence of any of the events set forth in the
third bullet point above, so long as AMB Property Corporation is either the
surviving entity and shares of Series F Preferred Stock remain outstanding with
the terms materially unchanged or the resulting, surviving or transferee entity
is a corporation, business trust or like entity organized under the laws of any
state and substitutes for the Series F Preferred Stock other preferred stock or
preferred shares having substantially the same terms and rights as the Series F
Preferred Stock, the occurrence of any such event will not be considered to
materially and adversely affect rights, preferences, privileges or voting powers
of holders of Series F Preferred Stock. Any increase in the amount of authorized
preferred stock, the creation or issuance of any other class or series of
preferred stock or any increase in an amount of authorized shares of each class
or series, in each case ranking on a parity with or junior to the Series F
Preferred Stock, will not be considered to materially and adversely affect such
rights, preferences, privileges or voting powers.
Liquidation Preference. Each share of Series F Preferred Stock is
entitled to a liquidation preference of $50.00 per share, plus any accrued but
unpaid dividends, in preference to any other class or series of capital stock of
AMB Property Corporation, other than any class or series of equity securities of
AMB Property Corporation expressly designated as ranking on a parity with or
senior to the Series F Preferred Stock.
FORWARD LOOKING STATEMENTS
Some of the information included in this report contains forward-looking
statements, such as statements pertaining to the use of proceeds from the sale
of the Series F Preferred Units. Forward-looking statements involve numerous
risks and uncertainties and you should not rely on them as predictions of future
events. The events or circumstances reflected in forward-looking statements
might not occur. You can identify forward-looking statements by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seeks," "approximately," "intends," "plans," "pro forma," "estimates"
or "anticipates" or the negative of these words and phrases or similar words or
phrases. You can also identify forward-looking statements by discussions of
strategy, plans or intentions. Forward-looking statements are necessarily
dependent on assumptions, data or methods that may be incorrect or imprecise and
we may not be able to realize them. We caution you not to place undue reliance
on forward-looking statements, which reflect our analysis only and speak only as
of the date of this report or the dates indicated in the statements.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit
Number Description
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3.1 Articles Supplementary establishing and fixing the rights
and preferences of the 7.95% Series F Cumulative
Redeemable Preferred Stock.
3.2 Registration Rights Agreement dated March 22, 2000.
10.1 Sixth Amended and Restated Agreement of Limited
Partnership of AMB Property II, L.P., dated March 22,
2000.
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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 13, 2000 By: /s/ Tamra Browne
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Tamra Browne
Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit
No. Description
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3.1 Articles Supplementary establishing and fixing the rights
and preferences of the 7.95% Series F Cumulative
Redeemable Preferred Stock.
3.2 Registration Rights Agreement dated March 22, 2000.
10.1 Sixth Amended and Restated Agreement of Limited
Partnership of AMB Property II, L.P., dated March 22,
2000.
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