1
As filed with the Securities and Exchange Commission on May 19, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMB PROPERTY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Maryland 505 Montgomery Street 94-3281941
(State or Other Jurisdiction San Francisco, California 94111 (I.R.S. Employer Identification No.)
of Incorporation or Organization) (Address of Principal Executive Offices)
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The Second Amended and Restated 1997 Stock Option and
Incentive Plan of AMB Property Corporation,
AMB Investment Management, Inc.
and Their Respective Subsidiaries
(Full Title of the Plan)
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David S. Fries
Chief Administrative Officer, Managing Director and General Counsel
AMB Property Corporation
505 Montgomery Street
San Francisco, California 94111
(415) 394-9000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Jeffrey T. Pero, Esq.
Laura L. Gabriel, Esq.
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
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Calculation of Registration Fee
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Proposed
Proposed Maximum
Number of Maximum Aggregate Amount of
Title of Securities to be Shares to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee(1)
- -------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value...... 3,200,000 $22.34375 $71,500,000 $19,877.00
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(1) Estimated for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, based on the average of
the high and low prices of the common stock as reported on the New York
Stock Exchange on May 17, 1999.
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By a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on December 11, 1997, Registration File No.
333-42015, AMB Property Corporation, a Maryland corporation (the "Registrant")
previously registered 5,750,000 shares of its common stock, par value $.01 per
share ("Common Stock") reserved for issuance from time to time in connection
with the Registrant's 1997 Stock Option and Incentive Plan (the "Plan"). The
Plan has been amended as the Second Amended and Restated 1997 Stock Option and
Incentive Plan and the number of shares of Common Stock issuable thereunder has
been increased to 8,950,000. Under this Registration Statement, Registrant is
registering the additional 3,200,000 shares of Common Stock issuable under the
Plan.
The following documents which have been filed with the
Securities and Exchange Commission by the Registrant are hereby incorporated by
reference in this Registration Statement:
1. Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on December 11, 1997;
2. Annual Report on Form 10-K for the year ended December
31, 1998 (including items incorporated by reference from
the Registrant's Proxy Statement for its 1999 Annual
Meeting of Stockholders);
3. Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1999;
4. the reports, financial statements and pro forma
financial statements for the Amberjack Portfolio, the
Willow Lake Portfolio, the Willow Park Portfolio,
National Distribution Portfolio and the Mahwah Portfolio
from the Registrant's Form 8-K filed on December 2,
1998;
5. Current Report on Form 8-K filed on January 7, 1999;
6. Current Report on Form 8-K filed on April 8, 1999;
7. the reports and financial statements for the AMB
Contributed Properties, the Boston Industrial Portfolio,
the Jamesburg Property, Orlando Central Park, Totem Lake
Malls, Dallas Warehouse Portfolio (Garland Industrial
Portfolio), Twin Cities Office/Showroom Portfolio
(Minnetonka Industrial Portfolio), Crysen Corridor
Warehouse, Cabot Industrial Portfolio, Cabot Business
Park, Manhattan Village Shopping Center, Weslayan Plaza
and Silicon Valley R&D Portfolio and the pro forma
financial statements from the Registrant's Registration
Statement on Form S-11 (No. 333-58107);
8. the description of the Registrant's common stock
contained in its Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on
October 28, 1997; and
9. all documents filed by the Registrant with the
Securities and Exchange Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of this Registration
Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered
have been sold or
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which deregisters all securities then remaining unsold,
shall be deemed to be incorporated into this
Registration Statement.
Item 8.
Exhibit
Number Exhibits
------- --------
4.1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-11 (No. 333-35915)).
4.2 Articles Supplementary establishing and fixing the rights and
preferences of the 8 1/2% Series A Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 3.4(4) of
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998).
4.3 Certificate of Correction of the Registrant's Articles
Supplementary establishing and fixing the rights and preferences
of the 8 1/2% Series A Cumulative Redeemable Preferred Stock
(incorporated by reference to Exhibit 3.2 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1998).
4.4 Articles Supplementary establishing and fixing the rights and
preferences of the 8 5/8% Series B Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 3.1 of the
Registrant's current report on Form 8-K filed on January 7,
1999).
4.5 Articles Supplementary establishing and fixing the rights and
preferences of the 8.75% Series C Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 3.2 of the
Registrant's current report on Form 8-K filed on January 7,
1999).
4.6 Articles Supplementary establishing and fixing the rights and
preferences of the 7.75% Series D Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1999).
4.7 First Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.5 of the Registrant's
Annual Report for the year ended December 31, 1998).
4.8 Specimen common stock certificate (incorporated by reference to
Exhibit 3.3 of the Registrant's Registration Statement on Form
S-11 (No. 333-35915)).
4.9 Indenture dated as of June 30, 1998 by and among the Operating
Partnership, the Company and State Street Bank and Trust Company
of California, N.A., as trustee (incorporated by reference to
Exhibit 4.1 of the Registrant's Registration Statement on Form
S-11 (No. 333-49163)).
4.10 First Supplemental Indenture dated as of June 30, 1998 by and
among
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Exhibit
Number Exhibits
------- --------
the Operating Partnership, the Company and State Street Bank and
Trust Company of California, N.A., as trustee (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement
on Form S-11 (No. 333-49163)).
4.11 Second Supplemental Indenture dated as of June 30, 1998 by and
among the Operating Partnership, the Company and State Street
Bank and Trust Company of California, N.A., as trustee
(incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-11 (No. 333-49163)).
4.12 Third Supplemental Indenture dated as of June 30, 1998 by and
among the Operating Partnership, the Company and State Street
Bank and Trust Company of California, N.A., as trustee
(incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-11 (No. 333-49163)).
4.13 Specimen of 7.10% Notes due 2008 (included in the First
Supplemental Indenture incorporated by reference as Exhibit 4.2
to the Company's Registration Statement on Form S-11 (No.
333-49163)).
4.14 Specimen of 7.50% Notes due 2018 (included in the Second
Supplemental Indenture incorporated by reference as Exhibit 4.3
to the Company's Registration Statement on Form S-11 (No.
333-49163)).
4.15 Specimen of 6.90% Reset Put Securities due 2015 (included in the
Third Supplemental Indenture incorporated by reference as
Exhibit 4.4 to the Company's Registration Statement on Form S-11
(No. 333-49163)).
4.16 The Second Amended and Restated 1997 Stock Option and Incentive
Plan.
5.1 Opinion of Ballard, Spahr, Andrews & Ingersoll, LLP.
23.1 Consent of Ballard, Spahr, Andrews & Ingersoll, LLP (included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on signature page of this
Registration Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of San Francisco, State of California, on the 19th day of
May, 1999.
AMB PROPERTY CORPORATION
By: /s/ Hamid R. Moghadam
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Hamid R. Moghadam
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints jointly and severally, Hamid R.
Moghadam, David S. Fries, John T. Roberts, Jr. and Michael A. Coke and each of
them, his attorney-in-fact, each with the power of substitution, for him in any
and all capacities, to sign any and all amendments to this Registration
Statement on Form S-8 (including post-effective amendments) and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ T. Robert Burke Chairman of the Board and Director May 19, 1999
- -----------------------------------
T. Robert Burke
/s/ Hamid R. Moghadam President, Chief Executive Officer May 19, 1999
- ----------------------------------- and Director (Principal
Hamid R. Moghadam Executive Officer)
/s/ Douglas D. Abbey Chairman of Investment Committee May 19, 1999
- ----------------------------------- and Director
Douglas D. Abbey
/s/ Michael A. Coke Vice President and Chief Financial May 19, 1999
- ----------------------------------- Officer (Principal Financial
Michael A. Coke Officer and Principal
Accounting Officer)
/s/ Daniel H. Case, III Director May 19, 1999
- -----------------------------------
Daniel H. Case, III
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Signature Title Date
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Director
- -----------------------------------
Robert H. Edelstein, Ph.D.
/s/ Lynn M. Sedway Director May 19, 1999
- -----------------------------------
Lynn M. Sedway
/s/ Jeffrey L. Skelton, Ph.D. Director May 19, 1999
- -----------------------------------
Jeffrey L. Skelton, Ph.D.
Director
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Thomas W. Tusher
/s/ Caryl B. Welborn Director May 19, 1999
- -----------------------------------
Caryl B. Welborn
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EXHIBIT INDEX
Exhibit
Number Exhibits
------ --------
4.1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-11 (No. 333-35915)).
4.2 Articles Supplementary establishing and fixing the rights and
preferences of the 8 1/2% Series A Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 3.4(4) of
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998).
4.3 Certificate of Correction of the Registrant's Articles
Supplementary establishing and fixing the rights and preferences
of the 8 1/2% Series A Cumulative Redeemable Preferred Stock
(incorporated by reference to Exhibit 3.2 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1998).
4.4 Articles Supplementary establishing and fixing the rights and
preferences of the 8 5/8% Series B Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 3.1 of the
Registrant's current report on Form 8-K filed on January 7,
1999).
4.5 Articles Supplementary establishing and fixing the rights and
preferences of the 8.75% Series C Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 3.2 of the
Registrant's current report on Form 8-K filed on January 7,
1999).
4.6 Articles Supplementary establishing and fixing the rights and
preferences of the 7.75% Series D Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1999).
4.7 First Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.5 of the Registrant's
Annual Report for the year ended December 31, 1998).
4.8 Specimen common stock certificate (incorporated by reference to
Exhibit 3.3 of the Registrant's Registration Statement on Form
S-11 (No. 333-35915)).
4.9 Indenture dated as of June 30, 1998 by and among the Operating
Partnership, the Company and State Street Bank and Trust Company
of California, N.A., as trustee (incorporated by reference to
Exhibit 4.1 of the Registrant's Registration Statement on Form
S-11 (No. 333-49163)).
4.10 First Supplemental Indenture dated as of June 30, 1998 by and
among the Operating Partnership, the Company and State Street
Bank and Trust
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Exhibit
Number Exhibits
------ --------
Company of California, N.A., as trustee (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement
on Form S-11 (No. 333-49163)).
4.11 Second Supplemental Indenture dated as of June 30, 1998 by and
among the Operating Partnership, the Company and State Street
Bank and Trust Company of California, N.A., as trustee
(incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-11 (No. 333-49163)).
4.12 Third Supplemental Indenture dated as of June 30, 1998 by and
among the Operating Partnership, the Company and State Street
Bank and Trust Company of California, N.A., as trustee
(incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-11 (No. 333-49163)).
4.13 Specimen of 7.10% Notes due 2008 (included in the First
Supplemental Indenture incorporated by reference as Exhibit 4.2
to the Company's Registration Statement on Form S-11 (No.
333-49163)).
4.14 Specimen of 7.50% Notes due 2018 (included in the Second
Supplemental Indenture incorporated by reference as Exhibit 4.3
to the Company's Registration Statement on Form S-11 (No.
333-49163)).
4.15 Specimen of 6.90% Reset Put Securities due 2015 (included in the
Third Supplemental Indenture incorporated by reference as
Exhibit 4.4 to the Company's Registration Statement on Form S-11
(No. 333-49163)).
4.16 The Second Amended and Restated 1997 Stock Option and Incentive
Plan.
5.1 Opinion of Ballard, Spahr, Andrews & Ingersoll, LLP.
23.1 Consent of Ballard, Spahr, Andrews & Ingersoll, LLP (included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on signature page of this
Registration Statement).