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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: November 12, 1998
(Date of earliest event reported)
AMB PROPERTY CORPORATION
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(exact name of registrant as specified in its charter)
MARYLAND COMMISSION FILE: 94-3281941
(State or other jurisdiction 001-13545 (I.R.S. Employer
of incorporation or Identification No.)
organization)
505 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(Address of Principal executive offices, including zip code)
(415) 394-9000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On November 12, 1998, AMB Property, L.P., a Delaware limited partnership
(the "Operating Partnership"), and a subsidiary of AMB Property Corporation, a
Maryland corporation (the "Company") and the Operating Partnership's general
partner, completed the private placement of 1,300,000 units of 8.625% Series B
Cumulative Redeemable Preferred Units (the "Series B Preferred Units"),
representing limited partnership interests in the Operating Partnership, to an
institutional investor for an aggregate cash contribution to the Operating
Partnership of $65.0 million. On November 24, 1998, AMB Property II, L.P., a
Delaware limited partnership (the "Subsidiary Operating Partnership") and a
partnership in which the Operating Partnership is the sole 99% limited partner,
completed the private placement of 2,200,000 units of 8.75% Series C Cumulative
Redeemable Preferred Units (the "Series C Preferred Units"), representing
limited partnership interests in the Subsidiary Operating Partnership, to two
institutional investors for an aggregate cash contribution to the Subsidiary
Operating Partnership of $110.0 million. The Company used the combined net
proceeds of approximately $169.8 million from both the Series B Preferred Unit
and Series C Preferred Unit offerings to repay amounts outstanding under the
Operating Partnership's unsecured credit facility and for general corporate
purposes.
SERIES B PREFERRED UNITS
General. Each Series B Preferred Unit will be entitled to receive
cumulative preferential distributions from November 12, 1998 payable on or
before the 15th of January, April, July and October of each year, commencing
January 15, 1999, at a rate of 8.625% per annum in preference to any payment
made on any other class or series of partnership interest of the Operating
Partnership, other than any class or series of partnership interest expressly
designated as ranking on parity with or senior to the Series B Preferred Units.
Ranking. The Series B Preferred Units will rank on parity with the
Operating Partnership's 8.5% Series A Cumulative Redeemable Preferred Units and
all other classes or series of preferred partnership units designated as ranking
on a parity with the Series B Preferred Units with respect to distributions and
rights upon liquidation, dissolution, or winding-up (collectively, the "Series B
Parity Preferred Units"), senior to all classes or series of preferred
partnership units designated as ranking junior to the Series B Preferred Units
and junior to all other classes or series of preferred partnership units
designated as ranking senior to the Series B Preferred Units.
Limited Consent Rights. For so long as any Series B Preferred Units
remain outstanding, the Operating Partnership shall not, without the affirmative
vote of the holders of at least two-thirds of the Series B Preferred Units, (i)
authorize, create or increase the authorized or issued amount of any class or
series of partnership interests ranking senior to the Series B Preferred Units
or reclassify any partnership interests of the Operating Partnership 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, (ii) authorize or create, or increase the authorized or
issued amount of any Series B Parity Preferred Units or reclassify any
partnership interest of the Operating Partnership into any Series B Parity
Preferred Units or create, authorize or issue any obligations or security
convertible into or evidencing the right to purchase any Series B Parity
Preferred Units but only to the extent such Series B Parity Preferred Units are
issued to an affiliate of the Operating Partnership, other than the general
partner to the
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extent the issuance of such interests was to allow the general partner to issue
corresponding preferred stock to persons who are not affiliates of the Operating
Partnership, or (iii) either consolidate, merge into or with, or convey,
transfer or lease its assets substantially as an entirety to, any corporation or
other entity or amend, alter or repeal the provisions of the Operating
Partnership'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 B Preferred Units or the holders of Series B Preferred Units.
Redemption and Exchange. Beginning November 12, 2003, the Series B
Preferred Units may be redeemed by the Operating Partnership out of proceeds
from issuances the Company's capital stock at a redemption price equal to $50.00
per unit, plus accrued and unpaid distributions to the date of redemption.
Beginning November 12, 2008, the Series B Preferred Units may be exchanged, in
whole but not in part, into shares of the Company's 8.625% Series B Cumulative
Redeemable Preferred Stock (the "Series B Preferred Stock") at the option of 51%
of the holders. In addition, the Series B Preferred Units may be exchanged, in
whole but not in part, into shares of Series B Preferred Stock at any time at
the option of 51% of the holders if (i) distributions on the Series B Preferred
Units have not been made for six prior quarterly distribution periods, whether
or not consecutive or (ii) the Operating Partnership is or is likely to become a
"publicly traded partnership" for federal income tax purposes. In addition, the
Series B Preferred Units may be exchanged, in whole but not in part, on or after
November 12, 2001 and prior to November 12, 2008 if the Series B Preferred Units
would not be considered "stock and securities" for federal income tax purposes.
The Series B Units also are exchangeable, in whole but not in part, if the
initial holder determines that its interest is the Operating Partnership is or
is likely to represent more than 19.5% of the total profits or capital interests
in the Operating Partnership for any taxable year. The Company may, in lieu of
exchanging the Series B Preferred Units for shares of Series B Preferred Stock,
elect to redeem all or a portion of the Series B Preferred Units for cash in an
amount equal to $50 per unit plus accrued and unpaid distributions. The right of
the holders of Series B Preferred Units to exchange the Series B Preferred Units
for shares of Series B Preferred Stock shall in each case be subject to the
ownership limitations set forth in the Company's charter in order for the
Company to maintain its qualification as a real estate investment trust (a
"REIT") for federal income tax purposes.
SERIES B PREFERRED STOCK
General. Each share of Series B Preferred Stock (the "Series B Preferred
Shares") into which the Series B Preferred Units may be exchanged will be
entitled to receive cumulative preferential dividends from the date of issue
(including any accrued but unpaid distributions in respect of Series B Preferred
Units at the time that such units are exchanged for shares of Series B Preferred
Stock) payable on or before the 15th of January, April, July and October of each
year, in cash, at the rate of 8.625% per annum in preference to any payment made
on any other classes or series of capital stock or other equity securities of
the Company ranking junior to the Series B Preferred Stock.
Ranking. The Series B Preferred Stock will rank on parity with the
Company's 8.50% Series A Cumulative Redeemable Preferred Stock, its 8.75% Series
C 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 B Preferred Stock with respect to distributions and rights upon
liquidation, dissolution, or winding-up (collectively, the "Series B Parity
Preferred Stock"), senior to all classes or series of preferred stock designated
as ranking junior to the Series B Preferred Stock and junior to all other
classes or series of preferred partnership units designated as ranking senior to
Series B Preferred Stock.
Redemption. The Series B Preferred Stock may be redeemed, at the
Company's option, on and after November 12, 2003, 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. The Company may
redeem Series B Preferred Stock prior to November 12, 2003 to the extent
necessary to maintain its qualification as a REIT. The redemption price of the
Series B Preferred Stock (other than the portion of the
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redemption price consisting of accumulated but unpaid dividends) will be payable
solely out of proceeds from issuances of the Company's capital stock.
Limited Voting Rights. If dividends on any Series B Preferred Shares
remain unpaid for six or more quarterly periods (whether or not consecutive),
the holders of such Series B Preferred Shares (voting as a single class with all
other shares of Series B Parity 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 the Company 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 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 Series B Preferred
Shares or the holders of shares of any other class or series of Series B Parity
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 the Company 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 Series B Preferred Shares 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 B 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 B Preferred Stock and holders of any other shares of
Series B Parity Preferred Stock will terminate.
In addition, for so long as any shares of Series B Preferred Stock are
outstanding, without the consent of two-thirds of the holders of the Series B
Preferred Stock then outstanding, the Company shall not (i) authorize or create
or increase the authorized or issued amount of any shares ranking senior to the
Series B Preferred Stock or reclassify any authorized shares of the Company into
any such shares, (ii) designate or create, or increase the authorized or issued
amount of, or reclassify any authorized shares of the Company into any Series B
Parity 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 Series B Parity Preferred Stock is issued to an
affiliate of the Company, or (iii) either (A) consolidate, merge into or with,
or convey, transfer or lease its assets substantially as an entirety, to any
corporation or other entity, or (B) amend, alter or repeal the provisions of the
Company'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 B
Preferred Stock or the holders of Series B Preferred Stock. The Series B
Preferred Stock will have no voting rights other than as discussed above and as
otherwise provided by applicable law.
Liquidation Preference. Each share of Series B Preferred Stock is
entitled to a liquidation preference of $50.00 per share, plus any accrued but
unpaid dividends, in preference to any other class or series of capital stock of
the Company, other than any class or series of equity securities of the Company
expressly designated as ranking on a parity with or senior to the Series B
Preferred Stock.
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SERIES C PREFERRED UNITS
General. Each Series C Preferred Unit will be entitled to receive
cumulative preferential distributions from November 24, 1998 payable on or
before the 15th of January, April, July and October of each year, commencing
January 15, 1999, at a rate of 8.75% per annum in preference to any payment made
on any other class or series of partnership interest of the Subsidiary Operating
Partnership, other than any class or series of partnership interest expressly
designated as ranking on parity with or senior to the Series C Preferred Units.
Ranking. The Series C Preferred Units will rank on parity with all
classes or series of preferred partnership units designated as ranking on a
parity with the Series C Preferred Units with respect to distributions and
rights upon liquidation, dissolution and winding-up (collectively, the "Series C
Parity Preferred Units"), senior to all classes or series of preferred
partnership units designated as ranking junior to the Series C Preferred Units
and junior to all other classes or series of preferred partnership units
designated as ranking senior to the Series C Preferred Units.
Limited Consent Rights. For so long as any Series C Preferred Units
remain outstanding, the Subsidiary Operating Partnership shall not, without the
affirmative vote of the holders of at least two-thirds of the Series C Preferred
Units (i) authorize, create or increase the authorized or issued amount of any
class or series of partnership interests ranking prior to the Series C Preferred
Units or reclassify any partnership interests of the Subsidiary Operating
Partnership 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, (ii) authorize or create, or increase the
authorized or issued amount of any Series C Parity Preferred Units or reclassify
any partnership interest of the Subsidiary Operating Partnership 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 Series C Parity Preferred Units are issued
to an affiliate of the Subsidiary Operating Partnership, other than the general
partner to the extent the issuance of such interests was to allow the general
partner to issue corresponding preferred stock to persons who are not affiliates
of the Subsidiary Operating Partnership, or (iii) either consolidate, merge into
or with, or convey, transfer or lease its assets substantially as an entirety
to, any corporation or other entity or amend, alter or repeal the provisions of
the Subsidiary Operating Partnership'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 C Preferred Units or the holders of Series C Preferred
Units.
Redemption and Exchange. Beginning November 24, 2003, the Series C
Preferred Units may be redeemed by the Subsidiary Operating Partnership out of
proceeds from issuances the Company's capital stock at a redemption price equal
to $50.00 per unit, plus accrued and unpaid distributions to the date of
redemption. Beginning November 24, 2008, the Series C Preferred Units may be
exchanged, in whole but not in part, into shares of the Company's 8.75% Series C
Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock") at the
option of 51% of the holders. In addition, the Series C Preferred Units may be
exchanged, in whole but not in part, into shares of Series C Preferred Stock at
any time at the option of 51% of the holders if (i) distributions on the Series
C Preferred Units have not been made for six prior quarterly distribution
periods, whether or not consecutive or (ii) the Subsidiary Operating Partnership
is or is likely to become a "publicly traded
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partnership" for federal income tax purposes. In addition, the Series C
Preferred Units may be exchanged, in whole but not in part, on or after November
24, 2001 and prior to November 24, 2008 if the Series C Preferred Units would
not be considered "stock and securities" for federal income tax purposes. The
Series C Units also are exchangeable, in whole but not in part, if the initial
holder determines that its interest in the Subsidiary Operating Partnership is
or is likely to represent more than 19.5% of the total profits or capital
interests in the Subsidiary Operating Partnership for any taxable year. The
Company may, in lieu of exchanging the Series C Preferred Units for shares of
Series C Preferred Stock, elect to redeem all or a portion of the Series C
Preferred Units for cash in an amount equal to $50 per unit plus accrued and
unpaid distributions. The right of the holders of Series C Preferred Units to
exchange the Series C Preferred Units for shares of Series C Preferred Stock
shall in each case be subject to the ownership limitations set forth in the
Company's charter in order for the Company to maintain its qualification as a
REIT for federal income tax purposes.
SERIES C PREFERRED STOCK
General. Each share of Series C Preferred Stock (the "Series C Preferred
Shares") into which the Series C Preferred Units may be exchanged will be
entitled to receive cumulative preferential dividends from the date of issue
(including any accrued but unpaid distributions in respect of Series C Preferred
Units at the time that such units are exchanged for shares of Series C Preferred
Stock) payable on or before the 15th of January, April, July and October of each
year, in cash, at the rate of 8.75% per annum in preference to any payment made
on any other classes or series of capital stock or other equity securities of
the Company, other than any class or series of equity securities of the Company
expressly designated as ranking on a parity with or senior to the Series C
Preferred Stock.
Ranking. The Series C Preferred Stock will rank on parity with the
Company's 8.50% Series A Cumulative Redeemable Preferred Stock, its 8.75% Series
C 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 C Preferred Stock with respect to distributions and rights upon
liquidation, dissolution, or winding-up (collectively, the "Series C Parity
Preferred Stock"), senior to all classes or series of preferred stock designated
as ranking junior to the Series C Preferred Stock and junior to all other
classes or series of preferred partnership units designated as ranking senior to
Series C Preferred Stock.
Redemption. The Series C Preferred Stock may be redeemed, at the
Company's option, on and after November 24, 2003, 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. The Company may
redeem Series C Preferred Stock prior to November 24, 2003 to the extent
necessary to maintain its qualification as a REIT. The redemption price of the
Series C 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 the Company's of capital stock.
Limited Voting Rights. If dividends on any Series C Preferred Shares
remain unpaid for six or more quarterly periods (whether or not consecutive),
the holders of such Series C Preferred Shares (voting as a single class with all
other shares of Series C Parity 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 the Company 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 Series
C Preferred Shares or the holders of shares of any other class or series of
Series C Parity 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 the Company 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 Series C Preferred Shares for all past
dividend periods and the dividend for the then current
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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 C
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 C Preferred
Stock and holders of any other shares of Series C Parity Preferred Stock will
terminate.
In addition, for so long as any shares of Series C Preferred Stock are
outstanding, without the consent of two-thirds of the holders of the Series C
Preferred Stock then outstanding, the Company shall not (i) authorize or create
or increase the authorized or issued amount of any shares ranking senior to the
Series C Preferred Stock or reclassify any authorized shares of the Company into
any such shares, (ii) designate or create, or increase the authorized or issued
amount of, or reclassify any authorized shares of the Company into any Series C
Parity 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 Series C Parity Preferred Stock is issued to an
affiliate of the Company, or (iii) either (A) consolidate, merge into or with,
or convey, transfer or lease its assets substantially as an entirety, to any
corporation or other entity, or (B) amend, alter or repeal the provisions of the
Company'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 C
Preferred Stock or the holders of Series C Preferred Stock. The Series C
Preferred Stock will have no voting rights other than as discussed above and as
otherwise provided by applicable law.
Liquidation Preference. Each share of Series C Preferred Stock is
entitled to a liquidation preference of $50.00 per share, plus any accrued but
unpaid dividends, in preference to any other class or series of capital stock of
the Company, other than any class or series of equity securities of the Company
expressly designated as ranking on a parity with or senior to the Series C
Preferred Stock.
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) EXHIBITS
EXHIBIT
NO. DESCRIPTION
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3.1 Articles Supplementary of the Registrant, filed November 12,
1998
3.2 Articles Supplementary of the Registrant, filed November 24,
1998
3.3 Registration Rights Agreement dated November 12, 1998
3.4 Registration Rights Agreement dated November 24, 1998
10.1 Third Amended and Restated Agreement of Limited Partnership of
AMB Property, L.P. dated November 12, 1998
10.2 Third Amended and Restated Agreement of Limited Partnership of
AMB Property II, L.P. dated November 24, 1998
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SIGNATURES
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,
AMB PROPERTY CORPORATION
Date: January 7, 1999 By: /s/ MICHAEL A. COKE
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Name: Michael A. Coke
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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3.1 Articles Supplementary of the Registrant, filed November 12,
1998
3.2 Articles Supplementary of the Registrant, filed November 24,
1998
3.3 Registration Rights Agreement dated November 12, 1998
3.4 Registration Rights Agreement dated November 24, 1998
10.1 Third Amended and Restated Agreement of Limited Partnership of
AMB Property, L.P. dated November 12, 1998
10.2 Third Amended and Restated Agreement of Limited Partnership of
AMB Property II, L.P. dated November 24, 1998
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