1
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
Date of Report (date of earliest event reported): January 4, 2001
AMB PROPERTY CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 001-13545 94-3281941
------------------------------- ------------------------ ---------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
Pier 1, Bay 1, San Francisco, California 94111
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
415-394-9000
----------------------------------------------------
(Registrants' telephone number, including area code)
n/a
-------------------------------------------------------------
(former name or former address, if changed since last report)
2
ITEM 5 OTHER EVENTS.
On January 4, 2001, pursuant to a Terms Agreement dated January 4, 2001
and attached as Exhibit 1.1 to this report, AMB Property, L.P., in which we are
the sole general partner, priced $25 million aggregate principal amount of
senior unsecured notes under the medium-term note program that it commenced on
August 15, 2000. The note, attached as Exhibit 4.1 to this report, which matures
on January 30, 2006 and bears interest at a rate of 6.90% per annum, was sold to
A.G. Edwards & Sons, Inc., as principal, with a settlement date of January 9,
2001. We have guaranteed the $25 million aggregate principal amount of senior
unsecured notes.
After deducting A.G. Edwards & Sons, Inc.'s .500% commission on the
trade, AMB Property, L.P. received net proceeds of $24,875,000. AMB Property,
L.P. intends to use these net proceeds for general corporate purposes, which may
include the partial repayment of indebtedness, including amounts outstanding
under its unsecured credit facility, and the acquisition or development of
additional properties.
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 notes. 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. The forward-looking statements include statements regarding the intended
use of the proceeds from the issuance of the notes. 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.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit
Number Description
------- -----------
1.1 Terms Agreement dated as of January 4, 2001 by and between
A.G. Edwards & Sons, Inc. and AMB Property, L.P.
4.1 $25,000,000 6.90% Fixed Rate Note No. 8 dated January 9,
2001, attaching the Parent Guarantee dated January 9, 2001.
2
3
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: January 31, 2001 By: /s/ TAMRA BROWNE
--------------------------------------
Tamra Browne
Vice President and General Counsel
3
4
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
1.1 Terms Agreement dated as of January 4, 2001 by and between
A.G. Edwards & Sons, Inc. and AMB Property, L.P.
4.1 $25,000,000 6.90% Fixed Rate Note No. 8 dated January 9,
2001, attaching the Parent Guarantee dated January 9, 2001.