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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 2 TO
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 15, 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 of (Commission File Number) (I.R.S. Employer Identification
Incorporation) 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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This amendment is filed herewith solely to include Exhibits 1.1, 4.1, 4.2,
and 4.3, which were inadvertently omitted in the original Form 8-K/A filed on
November 9, 2000.
ITEM 5. OTHER EVENTS
On August 15, 2000, AMB Property, L.P., in which we are the sole general
partner, commenced a medium-term note program for the possible issuance, from
time to time, of up to $400,000,000 of medium-term notes, which will be
guaranteed by us, pursuant to a Registration Statement on Form S-3, File No.
333-68283, declared effective by the Securities and Exchange Commission on
December 17, 1998, and supplemented by a prospectus supplement dated August 15,
2000. The medium-term notes are issuable pursuant to an Indenture by and among
AMB Property, L.P., us and State Street Bank and Trust Company of California,
N.A., as trustee, dated as of June 30, 1998, as supplemented by the First
Supplemental Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture, each dated as of June 30, 1998, and the Fourth
Supplemental Indenture, dated as of August 15, 2000.
On August 15, 2000, we entered into a Distribution Agreement (the form of
which is attached hereto as Exhibit 1.1) with AMB Property, L.P., Morgan Stanley
& Co. Incorporated, Banc of America Securities LLC, Banc One Capital Markets,
Inc., Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., pursuant to which AMB
Property, L.P. appointed each of them as its agent for the purpose of soliciting
and receiving offers to purchase the medium-term notes. In addition, any agent
may also purchase medium-term notes as principal pursuant to a terms agreement
relating to the applicable sale.
We are filing with this amendment the Distribution Agreement, the Fourth
Supplemental Indenture, which sets forth the terms of the medium-term notes, a
form of fixed rate medium-term note and a form of floating rate medium-term
note.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit
Number Description
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1.1 Distribution Agreement dated August 15, 2000 by and among
AMB Property, L.P., AMB Property Corporation, Morgan
Stanley & Co. Incorporated, Banc of America Securities LLC,
Banc One Capital Markets, Inc., Chase Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities Inc. and Salomon Smith Barney Inc.
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4.1 Fourth Supplemental Indenture, by and among AMB Property,
L.P., AMB Property Corporation and State Street Bank and
Trust Company of California, N.A., as trustee.
4.2 Form of Fixed Rate Medium-Term Note, attaching the Form of
Parent Guarantee.
4.3 Form of Floating Rate Medium-Term Note, attaching the Form
of Parent Guarantee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned hereunto duly authorized.
AMB Property Corporation,
Date: November 14, 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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1.1 Distribution Agreement dated August 15, 2000 by and among
AMB Property, L.P., AMB Property Corporation, Morgan
Stanley & Co. Incorporated, Banc of America Securities LLC,
Banc One Capital Markets, Inc., Chase Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities Inc. and Salomon Smith Barney Inc.
4.1 Fourth Supplemental Indenture, by and among AMB Property,
L.P., AMB Property Corporation and State Street Bank and
Trust Company of California, N.A., as trustee.
4.2 Form of Fixed Rate Medium-Term Note, attaching the Form of
Parent Guarantee.
4.3 Form of Floating Rate Medium-Term Note, attaching the Form
of Parent Guarantee.
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