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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): February 14, 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
Incorporation) Identification 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 February 14, 2001, we issued a press release entitled "AMB Property
Corporation Forms Partnership with City and County of San Francisco Employees'
Retirement System," regarding the formation of a partnership with the City and
County of San Francisco Employees' Retirement System that will acquire, develop
and redevelop distribution facilities nationwide. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. AMB
Property, L.P., our subsidiary, will receive acquisition fees equal to 0.9% of
gross asset values. In addition, in AMB Property, L.P.'s capacity as general
partner, it will receive priority distributions of 7.5% of net operating income
for its asset management services, and, if our partner exceeds an internal rate
of return of 9%, AMB Property, L.P. will receive a promoted interest of 15% in
connection with its partnership interest and, if our partner exceeds an internal
rate of return of 12%, AMB Property, L.P. will receive a promoted interest of
20% in connection with its partnership interest.
On March 26, 2001, we issued a press release entitled "AMB Property
Corporation Forms $335 Million Partnership with Government of Singapore Real
Estate Investment Unit," regarding the formation of a joint venture with a
subsidiary of GIC Real Estate Pte Ltd., the real estate investment subsidiary of
the Government of Singapore Investment Corporation, to own and operate
distribution facilities nationwide. A copy of the press release is attached
hereto as Exhibit 99.2 and is incorporated herein by reference. AMB Property,
L.P. will receive acquisition fees equal to 0.9% of gross asset values. In
addition, in AMB Property, L.P.'s capacity as general partner, it will receive
priority distributions of 7.5% of net operating income for its asset management
services, and, if our partner exceeds an internal rate of return of 9%, AMB
Property, L.P. will receive a promoted interest of 15% in connection with its
partnership interest and, if our partner exceeds an internal rate of return of
12%, AMB Property, L.P. will receive a promoted interest of 20% in connection
with its partnership interest.
FORWARD LOOKING STATEMENTS
Some of the information included in this report contains forward-looking
statements, such as the receipt of certain fees, distributions and promoted
interests. 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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99.1 AMB Property Corporation Press Release dated February 14, 2001.
99.2 AMB Property Corporation Press Release dated
March 26, 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: April 5, 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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99.1 AMB Property Corporation Press Release dated February 14, 2001.
99.2 AMB Property Corporation Press Release dated March 26, 2001.