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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 2, 2001
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)
Pier 1, Bay 1, 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 2, 2001, pursuant to a Terms Agreement dated March 2, 2001 and
attached as Exhibit 1.1 to this report, AMB Property, L.P., in which we are the
sole general partner, priced $50 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
March 7, 2011 and bears interest at a rate of 7.00% per annum, was sold to First
Union Securities, Inc., as principal, with a settlement date of March 7, 2001.
We have guaranteed the $50 million aggregate principal amount of senior
unsecured notes.
After deducting First Union Securities, Inc.'s .625% commission on the
trade, AMB Property, L.P. received net proceeds of $49,687,500. 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
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1.1 Terms Agreement dated as of March 2, 2001 by
and among First Union Securities, Inc., AMB
Property, L.P. and AMB Property Corporation.
4.1 $50,000,000 7.00% Fixed Rate Note No. 9
dated March 7, 2001, attaching the Parent
Guarantee dated March 7, 2001.
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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: March 15, 2001 By: /s/ Tamra Browne
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Tamra Browne
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
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1.1 Terms Agreement dated as of March 2, 2001 by
and among First Union Securities, Inc., AMB
Property, L.P. and AMB Property Corporation.
4.1 $50,000,000 7.00% Fixed Rate Note No. 9
dated March 7, 2001, attaching the Parent
Guarantee dated March 7, 2001.
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