1 =============================================================================== 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): September 30, 1999 AMB PROPERTY CORPORATION (Exact Name of Registrant as Specified in its Charter) Maryland 001-13545 94-3281941 (State or Other Jurisdiction of (Commission File No.) (IRS Employer Identification No.) Incorporation or Organization) 505 Montgomery Street, San Francisco, CA 94111 (Address of Principal Executive Offices) (Zip Code) (415) 394-9000 (Registrant's Telephone Number, Including Area Code) ================================================================================ 2 ITEM 5. OTHER EVENTS. As of the date of this Current Report on Form 8-K, AMB Property Corporation (the "Company") has invested approximately $377 million since January 1, 1999 to acquire 112 industrial buildings aggregating approximately 6.2 million rentable square feet (collectively, the "1999 Property Acquisitions"). The properties covered by this Current Report on Form 8-K were acquired by a subsidiary of the Company, AMB Property, L.P. (the "Operating Partnership"), and certain subsidiaries of the Operating Partnership, from unrelated third parties in unrelated transactions between February 1, 1999 and September 30, 1999. As of September 30, 1999, the Company owns an approximate 95% general partnership interest in the Operating Partnership. The Company is the sole general partner of the Operating Partnership and has full, exclusive and complete responsibility and discretion in the management and control of the Operating Partnership. None of the acquisitions were individually material. In assessing our investment in the 1999 Property Acquisitions, we considered current operations, including occupancy levels, rental rates, expenses and on-going capital requirements. We also considered the rental market for the location of the 1999 Property Acquisitions and, if applicable, the cost of building improvements. The 1999 Property Acquisitions were acquired using proceeds from the divestiture of properties, drawings under the Operating Partnership's unsecured debt facility and proceeds from the issuance of limited preferred and common partnership units in the Operating Partnership and its affiliate AMB Property II, L.P. PROPERTY ACQUISITIONS: DATE OF ACQUISITION PROPERTY ACQUIRED RENTABLE SQUARE FEET ------------------- ----------------- -------------------- 02/01/99 Manekin Portfolio 1,303,294 Maryland 03/26/99 Shawnee Industrial 350,000 Georgia 04/30/99 Technology Park II 381,074 Maryland 05/21/99 Boston Industrial Portfolio 35,139 Massachusetts 05/26/99 WOCAC Portfolio 1,255,421 California and Washington 06/23/99 Junction Industrial Park 439,845 California 06/28/99 Miami Airport Business Center 530,657 Florida 3 06/30/99 Sylvan Industrial 415,676 Georgia 08/11/99 Wilmington Avenue Warehouse 353,400 California 08/26/99 Pardee Drive 33,411 California 09/15/99 Murray Hill Parkway 51,500 New Jersey 09/29/99 East Valley Warehouse 654,310 Washington 09/29/99 Pioneer - Alburtis 192,108 California 09/30/99 William & Burroughs 242,631 California ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF PROPERTIES ACQUIRED. We have not included the required financial statements related to the 1999 Property Acquisitions at the time of the filing of this Current Report on Form 8-K. The required financial statements will be filed by amendment to this Current Report on Form 8-K as soon as they are available, but in any event no later than 60 days after the date hereof. (b) PRO FORMA FINANCIAL INFORMATION. We have not included the required pro forma financial information of the Company pertaining to the 1999 Property Acquisitions at the time of the filing of this Current Report on Form 8-K. The required pro forma financial information will be filed by amendment to this Current Report on Form 8-K as soon as it is available, but in any event no later than 60 days after the date hereof. (c) EXHIBITS. We have not included the required exhibits at the time of the filing of this Current Report on Form 8-K. The required exhibits will be filed by amendment to this Current Report on Form 8-K as soon as they are available, but in any event no later than 60 days after the date hereof. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 30, 1999 AMB PROPERTY CORPORATION By: /s/ Michael A. Coke ---------------------------------- Michael A. Coke Senior Vice President and Chief Financial Officer