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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): June 15, 1999
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 (IRS Employer
incorporation or organization) File Number) Identification No.)
505 MONTGOMERY STREET , SAN FRANCISCO, CA 94111
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(Address of principal executive offices) (Zip code)
(415) 394-9000
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(Registrant's telephone number, including area code)
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Item 5 Other Events.
As reported in a current report on Form 8-K filed on April 8, 1999 and amended
on June 9, 1999, on March 9, 1999, AMB Property, L.P., a Delaware limited
partnership in which we are the sole general partner, signed a series of
definitive agreements with BPP Retail, LLC, a co-investment entity between
Burnham Pacific Operating Partnership, L.P. and the California Public Employees'
Retirement System, pursuant to which, if fully consummated, BPP Retail, LLC will
acquire up to 28 retail shopping centers, totaling approximately 5.1 million
square feet, for an aggregate price of $663.4 million. The sale of five of the
properties is subject to the consent of our joint venture partners. One of our
joint venture partners who holds an interest in three of the properties has
indicated that it will not consent to the sale of these properties at this time.
As a result, the sale price with respect to the 25 remaining properties,
totaling approximately 4.3 million square feet, is approximately $560.4 million.
We intend to dispose of these three properties or our interests in the joint
ventures through which we hold the properties.
The first closing of the transactions described above occurred on June 15, 1999,
pursuant to an Agreement for Purchase and Exchange entered into as of March 9,
1999 by and among AMB Property, L.P., AMB Property II, L.P., Long Gate, L.L.C.
and BPP Retail, LLC. Pursuant to the first closing, BPP Retail acquired nine of
our retail shopping centers, totaling 1.4 million square feet, for an aggregate
price of $207.4 million. We intend to use the proceeds from the first closing to
pay approximately $2.7 million in transaction expenses, to repay secured debt of
approximately $30.1 million (including prepayment penalties of approximately
$3.3 million), to pay approximately $103.5 million in partial repayment of
amounts outstanding under our unsecured credit facility, for potential
acquisitions and for general corporate purposes. We currently expect the second
and third closings to occur on or about July 31, 1999 and December 1, 1999.
In addition, AMB Property, L.P. has entered into a definitive agreement,
subject to a financing condition, with Burnham Pacific, pursuant to which, if
fully consummated, Burnham Pacific will acquire up to six additional retail
centers, totaling approximately 1.5 million square feet, for approximately
$284.4 million. Assuming satisfaction or waiver of the financing condition, we
currently expect this transaction to close by December 31, 1999.
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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 first
closing of the sale of properties to BPP Retail and the expected sale of the
other properties referred to in this report. 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. The failure of the remaining transactions
with BPP Retail and Burnham Pacific to close with respect to some or all of the
properties under contract or a significant delay with respect to one or more of
the closings could cause actual results and future events to differ materially
from those set forth or contemplated in the forward-looking statements. 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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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: June 15, 1999 By: /s/ Michael A. Coke
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Michael A. Coke
Chief Financial Officer and
Senior Vice President
(Principal Financial and Accounting
Officer)