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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): August 31, 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 (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
505 Montgomery Street, 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 August 31, 1999, AMB Property II, L.P., a partnership in which a wholly
owned subsidiary of AMB Property Corporation owns an approximate 1% general
partnership interest and AMB Property, L.P. owns an approximate 99% common
limited partnership interest, issued and sold 220,440 7.75% Series E Cumulative
Redeemable Preferred Limited Partnership Units at a price of $50.00 per unit in
a private placement. AMB Property II, L.P. intends to use the gross proceeds of
approximately $11 million to pay placement fees, transaction expenses and to
repay approximately $10.8 million in loans made to it by AMB Property, L.P. AMB
Property, L.P. intends to use the funds to pay approximately $10.0 million in
partial repayment of amounts outstanding under our unsecured credit facility and
for general corporate purposes.
SERIES E PREFERRED UNITS
General. Each Series E Preferred Unit will be entitled to receive
cumulative preferential distributions from August 31, 1999 payable on or before
the 15th of January, April, July and October of each year, commencing October
15, 1999, at a rate of 7.75% per annum in preference to any payment made on any
other class or series of partnership interest of AMB Property II, L.P., other
than any class or series of partnership interest expressly designated as ranking
on parity with or senior to the Series E Preferred Units.
Ranking. The Series E Preferred Units will rank on parity with all classes
or series of preferred partnership units designated as ranking on a parity with
the Series E Preferred Units with respect to distributions and rights upon
liquidation, dissolution and winding-up (including AMB Property II, L.P.'s
Series C Preferred Units and Series D Preferred Units), senior to all classes or
series of preferred partnership units designated as ranking junior to the Series
E Preferred Units and junior to all other classes or series of preferred
partnership units designated as ranking senior to the Series E Preferred Units.
Limited Consent Rights. For so long as any Series E Preferred Units remain
outstanding, AMB Property II, L.P. shall not, without the affirmative vote of
the holders of at least two-thirds of the Series E Preferred Units:
- authorize, create or increase the authorized or issued amount
of any class or series of partnership interests ranking prior
to the Series E Preferred Units with respect to payment of
distributions or rights upon liquidation, dissolution or
winding-up or reclassify any partnership interests of AMB
Property II, L.P. 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 E Preferred
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Units or reclassify any partnership interest of AMB Property
II, L.P. 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 Parity Preferred Units
are issued to an affiliate of AMB Property II, L.P., other
than its general partner or AMB Property, L.P. to the extent
the issuance of such interests was to allow its general
partner or AMB Property, L.P. to issue corresponding preferred
stock or preferred interests to persons who are not affiliates
of AMB Property II, L.P., 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 AMB Property II, 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 E Preferred Units or the holders of
Series E 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 II, L.P. is either the surviving
entity and the Series E Preferred Units remain outstanding with the terms
materially unchanged or the resulting, surviving or transferee entity is a
partnership, limited liability company or like entity organized under the laws
of any state and substitutes for the Series E Preferred Units other partnership
interests having substantially the same terms and rights as the Series E
Preferred Units, the occurrence of any such event will not be considered to
materially and adversely affect rights, preferences, privileges or voting powers
of holders of Series E Preferred Units. Any increase in the amount of
partnership interests or the creation or issuance of any other class or series
of partnership interests, in each case ranking on a parity with or junior to the
Series E Preferred Units will not be considered to materially and adversely
affect such rights, preferences, privileges or voting powers.
Limited Management Rights. If distributions on any Series E Preferred
Units remain unpaid for six or more quarterly periods (whether or not
consecutive), subject to the rights of any holders of future preferred units
ranking on a parity with the Series E Preferred Units, the holders of Series E
Preferred Units may assume certain rights to manage AMB Property II, L.P. for
the sole purpose of enforcing AMB Property II, L.P.'s rights and remedies
against obligees of AMB Property II, L.P. or others from whom AMB Property II,
L.P. may be entitled to receive cash or other assets, until all distributions
accumulated on Series E Preferred Units for all past quarterly periods and
distributions for the then-current quarterly 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. AMB Property II, L.P. has provided similar
management rights to the holders of its Series E Preferred Units.
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Redemption and Exchange. Beginning August 31, 2004, the Series E Preferred
Units may be redeemed by AMB Property II, L.P. out of proceeds from issuances of
AMB Property Corporation's capital stock at a redemption price equal to $50.00
per unit, plus all accrued and unpaid distributions to the date of redemption.
Beginning August 31, 2009, the Series E Preferred Units may be exchanged, in
whole but not in part, into shares of AMB Property Corporation's 7.75% Series E
Cumulative Redeemable Preferred Stock at the option of 51% of the holders. In
addition, the Series E Preferred Units may be exchanged, in whole but not in
part, into shares of Series E Preferred Stock at any time at the option of 51%
of the holders if:
- distributions on the Series E Preferred Units have not been
made for six prior quarterly distribution periods, whether or
not consecutive, or
- AMB Property Holding Corporation or one of its subsidiaries
takes the position, and a holder or holders of Series E
Preferred Units receive an opinion of independent counsel,
that AMB Property II, L.P. is, or upon the happening of a
certain event likely will be, a "publicly traded partnership"
within the meaning of the Internal Revenue Code.
In addition, the Series E Preferred Units may be exchanged, in whole but
not in part, on or after August 31, 2002 and prior to August 31, 2009 if the
Series E Preferred Units would not be considered "stock and securities" for
federal income tax purposes. AMB Property Corporation may, in lieu of exchanging
the Series E Preferred Units for shares of Series E Preferred Stock, elect to
redeem all or a portion of the Series E Preferred Units for cash in an amount
equal to $50.00 per unit plus accrued and unpaid distributions. The right of the
holders of Series E Preferred Units to exchange the Series E Preferred Units for
shares of Series E Preferred Stock shall in each case be subject to the
ownership limitations set forth in AMB Property Corporation's charter in order
for it to maintain its qualification as a real estate investment trust for
federal income tax purposes.
SERIES E PREFERRED STOCK
General. Each share of Series E Preferred Stock into which the Series E
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 Series E Preferred Units at the time that
such units are exchanged for shares of Series E Preferred Stock) payable on or
before the 15th of January, April, July and October of each year, in cash, at
the rate of 7.75% per annum in preference to any payment made on any other
classes or series of capital stock or other equity securities of AMB Property
Corporation, other than any class or series of equity securities of AMB Property
Corporation expressly designated as ranking on a parity with or senior to the
Series E Preferred Stock.
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Ranking. The Series E Preferred Stock will rank on parity with AMB
Property Corporation's 8.50% Series A Cumulative Redeemable Preferred Stock, its
8.65% Series B Cumulative Redeemable Preferred Stock, its 8.75% Series C
Cumulative Redeemable Preferred Stock and its 7.75% Series D Cumulative
Redeemable Preferred Stock if and when issued, and all other classes or series
of preferred stock designated as ranking on a parity with the Series E Preferred
Stock with respect to distributions and rights upon liquidation, dissolution or
winding-up, senior to all classes or series of preferred stock designated as
ranking junior to the Series E Preferred Stock and junior to all other classes
or series of preferred stock designated as ranking senior to Series E Preferred
Stock.
Redemption. The Series E Preferred Stock may be redeemed, at AMB Property
Corporation's option, on and after August 31, 2004, 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. AMB Property
Corporation may redeem the Series E Preferred Stock prior to August 31, 2004 to
the extent necessary to maintain its qualification as a real estate investment
trust. The redemption price of the Series E 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 AMB Property
Corporation's capital stock.
Limited Voting Rights. If dividends on any of the shares of Series E
Preferred Stock remain unpaid for six or more quarterly periods (whether or not
consecutive), the holders of such shares of Series E Preferred Stock (voting as
a single class with all other shares of preferred stock ranking on a parity with
the Series E 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 AMB Property Corporation 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 E Preferred
Stock or the holders of shares of any other class or series of preferred stock
ranking on a parity with the Series E 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 AMB
Property Corporation 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 Series E 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 Series E 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 Series E Preferred Stock and holders of any other shares of
preferred stock ranking on a parity with the Series E Preferred Stock will
terminate.
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In addition, for so long as any shares of Series E Preferred Stock are
outstanding, without the consent of two-thirds of the holders of the Series E
Preferred Stock then outstanding, AMB Property Corporation shall not:
- authorize or create or increase the authorized or issued
amount of any shares ranking senior to the Series E Preferred
Stock or reclassify any authorized shares of AMB Property
Corporation into any such shares,
- designate or create, or increase the authorized or issued
amount of, or reclassify any authorized shares of AMB Property
Corporation into any preferred stock ranking on a parity with
the Series E 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 extent such
preferred stock ranking on a parity with the Series E
Preferred Stock is issued to an affiliate of AMB Property
Corporation, 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 AMB Property Corporation's 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 the Series E Preferred Stock or the holders of Series
E Preferred Stock. The Series E Preferred Stock will have 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 AMB Property Corporation is either the surviving
entity and shares of Series E 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 Series E Preferred Stock other preferred stock or
preferred shares having substantially the same terms and rights as the Series E
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 Series E 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 E
Preferred Stock, will not be considered to materially and adversely affect such
rights, preferences, privileges or voting powers.
Liquidation Preference. Each share of Series E Preferred Stock is entitled
to a liquidation preference of $50.00 per share, plus any accrued but unpaid
dividends, in preference to any other
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class or series of capital stock of AMB Property Corporation, other than any
class or series of equity securities of AMB Property Corporation expressly
designated as ranking on a parity with or senior to the Series E Preferred
Stock.
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 E 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
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 7.75% Series E Cumulative Redeemable Preferred
Stock.
10.1 Registration Rights Agreement dated August 31, 1999.
10.2 Fifth Amended and Restated Agreement of Limited Partnership
of AMB Property II, L.P., dated August 31, 1999.
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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: September 14, 1999 By: /s/ Michael A. Coke
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Michael A. Coke
Chief Financial Officer and
Senior Vice President
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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 7.75% Series E Cumulative Redeemable Preferred
Stock.
10.1 Registration Rights Agreement dated August 31, 1999.
10.2 Fifth Amended and Restated Agreement of Limited Partnership of
AMB Property II, L.P., dated August 31, 1999.