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): April 17, 2002
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)
ITEM 5 OTHER EVENTS.
On April 17, 2002, AMB Property, L.P., in which we are the sole general
partner, issued and sold 800,000 7.95% Series K cumulative redeemable preferred
limited partnership units at a price of $50.00 per unit in a private placement.
AMB Property, L.P. intends to use the gross proceeds of $40,000,000 to pay
transaction expenses, including a placement fee, for general corporate purposes,
which may include the partial repayment of indebtedness and the acquisition or
development of additional properties.
SERIES K PREFERRED UNITS
General. Each Series K preferred unit will be entitled to receive
cumulative preferential distributions payable on or before the 15th day of
January, April, July and October of each year, commencing July 15, 2002, at a
rate of 7.95% per annum in preference to any payment made on any other class or
series of partnership interest in AMB Property, L.P., other than any class or
series of partnership interest expressly designated as ranking on parity with or
senior to the Series K preferred units.
Ranking. The Series K preferred units rank, with respect to distribution
rights and rights upon voluntary or involuntary liquidation, winding-up or
dissolution, senior to AMB Property, L.P.'s common partnership units and to all
of its partnership units the terms of which provide that they shall rank junior
to the Series K preferred units, on a parity with AMB Property, L.P.'s Series A
preferred units, Series B preferred units, Series J preferred units and all
other classes or series of preferred partnership units expressly designated as
ranking on a parity with the Series K preferred units, and junior to all
partnership units which rank senior to the Series K preferred units.
Limited Voting Rights. For so long as any Series K preferred units
remain outstanding, AMB Property, L.P. shall not, without the affirmative vote
of the holders of at least two-thirds of such series of preferred units
outstanding at the time:
- authorize, create or increase the authorized or issued amount
of any class or series of partnership interests ranking prior
to the Series K preferred units with respect to payment of
distributions or rights upon liquidation, dissolution or
winding-up or reclassify any of AMB Property, L.P.'s
partnership interests 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 K preferred units or reclassify any of AMB Property,
L.P.'s partnership interest 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
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parity preferred units are issued to an affiliate of AMB
Property, L.P., other than us, to the extent the issuance of
such interests was to allow us to issue corresponding
preferred stock to persons who are not affiliates of AMB
Property, L.P., or
- either (1) consolidate, merge into or with, or convey,
transfer or lease AMB Property, L.P.'s assets substantially as
an entirety to, any corporation or other entity or (2) amend,
alter or repeal the provisions of AMB Property, 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 K preferred units or
the holders of the Series K 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, L.P. is either the surviving
entity and Series K preferred units remain outstanding with the terms unchanged
or the resulting, surviving or transferee entity (1) is a partnership, limited
liability company or other pass-through entity organized under the laws of any
state, (2) is not taxable as a corporation for U.S. federal income tax purposes
and (3) substitutes for the Series K preferred units other interests having
substantially the same terms and rights as the Series K preferred units, the
occurrence of any such event will not be considered to materially and adversely
affect the rights, preferences, privileges or voting powers of holders of the
Series K preferred units. Any increase in the amount of partnership interests or
the creation or issuance of any other class or series of partnership interests
ranking on a parity with or junior to the Series K preferred units, not issued
to one of AMB Property, L.P.'s affiliates, other than to us, to the extent
issuance of such interests was not to allow us to issue corresponding preferred
stock to persons who are not affiliates of AMB Property, L.P., will not be
considered to materially and adversely affect such rights, preferences,
privileges or voting powers.
Redemption and Exchange. Beginning April 17, 2007, AMB Property, L.P.
may redeem the Series K preferred units out of proceeds from issuances of our
capital stock, which we will contribute to AMB Property, L.P. as an additional
capital contribution, at a redemption price equal to the capital account balance
of the holder; provided, however, that no redemption will be permitted if the
redemption price does not equal or exceed the original capital contribution of
the holder plus the cumulative Series K priority return to the redemption date
to the extent not previously distributed. Beginning April 17, 2012, the Series K
preferred units may be exchanged, in whole but not in part, into shares of our
7.95% Series K cumulative redeemable preferred stock at the option of the
holders of 51% of the outstanding Series K preferred units. In addition, the
Series K preferred units may be exchanged, in whole but not in part, into shares
of Series K preferred stock at any time at the option of the holders of 51% of
the outstanding Series K preferred units if distributions on the Series K
preferred units have not been made for six prior quarterly distribution periods,
whether or not consecutive.
In addition, the Series K preferred units may generally be exchanged, in
whole but not in part, at the option of the holders of 51% of the outstanding
Series K preferred units if such holders conclude that there is an imminent and
substantial risk that such holders' interest in
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AMB Property, L.P. represents or will represent more than 19.5% of the total
profits or capital interests in AMB Property, L.P. for the taxable year, and
such holders obtain an opinion of independent counsel to the effect there is a
substantial risk that their interest in AMB Property, L.P. does not or will not
satisfy such 19.5% limit, and we agree with such holders' conclusion and the
conclusion of the independent counsel, such agreement not to be unreasonably
withheld.
AMB Property, L.P. may, in lieu of exchanging the Series K preferred
units for shares of Series K preferred stock, elect to have us redeem all or a
portion of the preferred units of such series for cash in an amount equal to
$50.00 per unit plus accrued and unpaid distributions. The right of the holders
of Series K preferred units to exchange the preferred units for shares of our
Series K preferred stock are subject to the ownership limitations set forth in
our charter in order for us to maintain our qualification as a real estate
investment trust for federal income tax purposes. Any Series K preferred units
not exchanged because of such ownership limitations will be redeemed by AMB
Property, L.P. for cash in an amount equal to $50.00 per unit plus accrued and
unpaid distributions.
SERIES K PREFERRED STOCK
General. Each share of Series K preferred stock into which the Series K
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 the Series K preferred units at the time that
the units are exchanged for shares of Series K 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% of the $50.00 liquidation preference per annum for the Series
K preferred stock in preference to any payment made on any of our other classes
or series of capital stock or our other equity securities, other than any class
or series of our equity securities expressly designated as ranking on a parity
with or senior to the Series K preferred stock.
Ranking. The Series K preferred stock will rank, with respect to dividend
rights and rights upon voluntary or involuntary liquidation, dissolution or
winding up,
- senior to all of our classes or series common stock and to all
of our equity securities the terms of which provide that such
equity securities shall rank junior to the Series K preferred
stock,
- on parity with our 8.50% Series A cumulative redeemable
preferred stock, 8.65% Series B cumulative redeemable
preferred stock, 7.75% Series D cumulative redeemable
preferred stock, 7.75% Series E cumulative redeemable
preferred stock, 7.95% Series F cumulative redeemable
preferred stock, 7.95% Series G cumulative redeemable
preferred stock, 8.125% Series H cumulative redeemable
preferred stock and 8.00% Series I cumulative redeemable
preferred stock, if and when issued, and all other equity
securities issued by us other than those referred to in the
bullet point above and the bulletpoint below, and
- junior to all equity securities issued by us which rank senior
to the Series K preferred stock.
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Redemption. The Series K preferred stock may be redeemed, at our option,
on and after April 17, 2007, 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. We may redeem the Series K preferred
stock prior to April 17, 2006 to the extent necessary to maintain our
qualification as a real estate investment trust. The redemption price of the
Series K 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 our capital stock.
Limited Voting Rights. If dividends on any of the shares of Series K
preferred stock remain unpaid for six or more quarterly periods (whether or not
consecutive), the holders of such shares of such series of preferred stock
(voting as a single class with all other shares of preferred stock ranking on a
parity with such series of 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 us 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 K preferred stock or
the holders of shares of any other class or series of preferred stock ranking on
a parity with the Series K 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 us 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 such series of
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 such series
of 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 such series of
preferred stock and holders of any other shares of preferred stock ranking on a
parity with such series of preferred stock will terminate.
In addition, for so long as any shares of Series K preferred stock are
outstanding, without the consent of two-thirds of the holders of the Series K
preferred stock then outstanding, we shall not:
- authorize or create, or increase the authorized or issued
amount of, any shares ranking senior to such series of
preferred stock or reclassify any of our authorized shares
into any such shares,
- designate or create, or increase the authorized or issued
amount of, or reclassify any of our authorized shares into any
preferred stock ranking on a parity with such series of
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
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extent such preferred stock ranking on a parity with such
series of preferred stock is issued to one of our affiliates,
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 our Articles of Incorporation, whether by
merger, consolidation or otherwise, in each case that would
materially and adversely affect the powers, special rights,
preferences, privileges or voting power of such series of
preferred stock or the holders of the Series K preferred
stock.
The Series K preferred stock has 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 we are either the surviving entity and
shares of such series of 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 shares of such series of preferred stock other preferred
stock or preferred shares having substantially the same terms and rights as such
series of 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 the Series K 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 K preferred stock, will not be considered to materially and
adversely affect such rights, preferences, privileges or voting powers.
Liquidation Preference. Each share of Series K preferred stock is
entitled to a liquidation preference of $50.00 per share, plus any accrued but
unpaid dividends, in preference to holders of our common stock or any other of
our equity securities, other than any class or series of our equity securities
that rank junior to this Series K preferred stock as to liquidation rights.
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 K 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
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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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3.1 Articles Supplementary establishing and fixing the rights
and preferences of the 7.95% Series K Cumulative
Redeemable Preferred Stock.
4.1 Registration Rights Agreement among AMB Property
Corporation, AMB Property, L.P. and the unit holders
signatory thereto dated April 17, 2002.
10.1 Sixth Amended and Restated Agreement of Limited
Partnership of AMB Property, L.P., dated April 17, 2002.
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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 23, 2002 By: /s/ Tamra Browne
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Tamra Browne
Vice President, General Counsel and
Secretary
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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 K Cumulative
Redeemable Preferred Stock.
4.1 Registration Rights Agreement among AMB Property
Corporation, AMB Property, L.P. and the unit holders
signatory thereto dated April 17, 2002.
10.1 Sixth Amended and Restated Agreement of Limited
Partnership of AMB Property, L.P., dated April 17, 2002.
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