U.S. 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): November 17, 2009
AMB PROPERTY CORPORATION
AMB PROPERTY, L.P.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Maryland (AMB Property Corporation)
Delaware (AMB Property, L.P.)
|
|
001-13545 (AMB Property Corporation)
001-14245 (AMB Property, L.P.)
|
|
94-3281941 (AMB Property Corporation)
94-3285362 (AMB Property, L.P.) |
|
|
|
|
|
|
| (State or other jurisdiction of
|
|
(Commission file number)
|
|
(I.R.S. employer identification |
| incorporation)
|
|
|
|
|
Pier 1, Bay 1, San Francisco, California 94111
(Address of principal executive offices) (Zip code)
415-394-9000
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On November 17, 2009, AMB Property Corporation announced that its operating partnership, AMB
Property, L.P., commenced a cash tender offer to purchase up to $250,000,000 aggregate principal
amount of its outstanding 6.30% Notes due 2013, 5.90% Notes due 2013, 7.00% Notes due 2011 and
6.75% Notes due 2011. The tender offer is being made pursuant to an Offer to Purchase dated
November 17, 2009 and a related Letter of Transmittal, which together more fully set forth the
terms and conditions of the tender offer.
The tender offer will expire
at midnight, New York City time, on December 15, 2009, unless
extended or earlier terminated. A copy of the press release is attached hereto as Exhibit 99.1
and incorporated into this current report by reference.
On November 17, 2009, AMB Property Corporation announced that its operating partnership, AMB
Property, L.P. intends to offer a new series of notes due 2016 and a new series of notes due 2019
in an underwritten registered public offering. The notes will be senior unsecured obligations of
the operating partnership and will be fully and unconditionally guaranteed by AMB Property
Corporation. The aggregate principal amounts and coupon rates of the notes will be determined at
the time the notes are sold to investors. The offering will be made pursuant to an effective shelf
registration statement filed with the Securities and Exchange Commission (SEC) on August 14, 2009.
The offering is expected to close on November 20, 2009, subject to customary closing conditions. A
copy of the press release is attached hereto as Exhibit 99.2 and
incorporated into this current report by reference.
Forward Looking Statements
Some of the information included in this report contains forward-looking statements, such as
statements related to the offering, issuance and sale of the notes, expected use of the net
proceeds and the availability of a final prospectus, which are made pursuant to the safe-harbor
provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of
the Securities Act of 1933, as amended, as well as statements related to the cash tender offer for
the Notes. Because these forward-looking statements involve numerous risks and uncertainties, there
are important factors that could cause our actual results to differ materially from those in the
forward-looking statements, and you should not rely on the forward-looking statements as
predictions of future events. The events or circumstances reflected in the 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,” “forecasting, “ “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 as of the date of this report
or as of the dates indicated in the statements. All of our forward-looking statements are qualified
in their entirety by this statement. We assume no obligation to update or supplement
forward-looking statements. The following factors, among others, could cause actual results and
future events to differ materially from those set forth or contemplated in the forward-looking
statements contained in this report: any material adverse change in the financial or securities
markets within or outside the United States or in political, financial or economic conditions
within or outside the United States or any material outbreak or material escalation of hostilities
within or outside the United States or declaration by the United States of a national emergency or
war or other material calamity or crisis within or outside the United States, including, without
limitation, an act of terrorism, any suspension or limitation of trading in securities generally or
in any of the securities of AMB by the SEC, by any exchange that lists such securities or in any
over-the-counter market, any declaration by any governmental authority of a general banking
moratorium, any financial market fluctuations, actual or perceived changes in general economic
conditions, global trade or in the real estate sector, inflation risks, an actual or perceived
downturn in the U.S., California or global economy, any amendment, extension or termination of the
tender offer, and certain other matters discussed under the heading “Risk Factors” and elsewhere in
our annual report on Form 10-K for the year ended December 31, 2008 and our quarterly reports on
Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009.