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): February 2, 2010
AMB PROPERTY CORPORATION
AMB PROPERTY,
L.P.
(Exact name of registrant as specified in its charter)
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Maryland (AMB Property
Corporation) Delaware (AMB Property, L.P.)
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001-13545 (AMB Property
Corporation) 001-14245 (AMB Property, L.P.)
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94-3281941 (AMB Property
Corporation) 94-3285362 (AMB Property, L.P.) |
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(State or other jurisdiction of
incorporation)
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(Commission file number)
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(I.R.S. employer identification
number) |
Pier 1, Bay 1, San Francisco, California 94111
(Address of principal executive offices) (Zip code)
415-394-9000
(Registrants 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))
TABLE OF CONTENTS
ITEM 2.02 RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (AMB Property Corporation) AND
ITEM 7.01 REGULATION FD DISCLOSURE (AMB Property Corporation and AMB Property, L.P.)
On February 2, 2010, AMB
Property Corporation, AMB Property, L.P.s general partner,
disclosed a supplemental analyst package in connection with its earnings
conference call for the fourth quarter of 2009. A copy of the supplemental analyst package is
attached hereto as Exhibit 99.1. This section and the attached exhibit are provided under Items 2.02 and 7.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange
Commission.
Forward Looking Statements
Some of the information included in this report and the presentations to be held in connection
therewith contains forward-looking statements, such as those related to
reinstatement of fund investor distributions, our investments in co-investment funds, acquisition opportunities and advantages at attractive
pricing, stabilization of private market valuations, consummation of acquisitions accretive
to company on leverage neutral basis, recovery in fundamentals
including rental rates, occupancy, real estate values, and investor/customer interest, FFO generated by increased occupancy, rental rate recovery, lease up of the development portfolio, monetization of land bank and development capability, and the
formation of new ventures, pursuit of distressed and strategic acquisitions, consolidations and other situations, utilization of development capacity to recover G&A, our ability to outperform national occupancy rates, implementation of leasing strategies, our ability to maintain leverage targets,
cash sources to cover
future capital requirements, the consummation of asset sales marketed, under contract or LOI, our
plans to retire, extend and refinance debt and maintain fixed charge coverage at certain levels,
our
opportunities and plans (including those regarding our global positioning and future capital
deployment), our projected funds from operations,
future assets under management, same store and/or cash net operating income, occupancy and other
financial and operational guidance, our capabilities to drive growth, our future performance
compared to peers and other market indices, rent growth, industrial and other market, GDP and trade
growth, market drivers, trends and forecasts, port opportunities, on-tarmac opportunities,
hiring, performance and retention of key
personnel, access to resources, leveraging of relationships, continuation and effectiveness of
strategic drivers, information regarding our development, value-added conversion, redevelopment and
renovation projects (including stabilization or completion dates, square feet at stabilization or completion,
sale or contribution dates, yields from such projects, our share of remaining funding, costs and
total investment amounts, scope, location and timing of development starts, margins, projected
gains and returns, sustainability, profitability, scope and scale of and demand for projects,
targeted value-added conversion projects, redevelopment and conversion timelines, entitlement and
repositioning potential of land), ability to deliver customer solutions, strength of lender and
customer relationships, lease expirations, performance and value-creation of investments and market
entry opportunities, real estate valuations, capitalization rates, acquisition capital and volume,
scope and build out and monetization potential of land inventory, co-investment venture and other estimated
investment capacity, terms of the co-investment ventures, performance, revenues and returns on
investment, target leverage, future incentive distribution, asset management, acquisition and other
private capital distributions and fees, timing of incentive distributions, private capital demand,
launching of additional funds, termination of funds, planned gross capitalization, future balance sheet capacity, ability to
maintain credit extensions, our position to maintain a solid financial position and address debt maturities, interest rate changes,
transition to open-end funds, and access to secured and non-secured financings, 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. Because these forward-looking
statements involve 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 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. 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: defaults on or non-renewal of leases by tenants or renewal at lower than expected rent
or failure to lease at all or on expected terms, decreases in real estate values and impairment
losses, our failure to obtain, renew or extend financing or re-financing, risks related to debt and
equity security financings (including dilution risk), our failure to divest properties we have
contracted to sell or to timely reinvest proceeds from any divestitures, failure to maintain our
current credit agency ratings or comply with our debt covenants, international currency and hedging
risks, financial market fluctuations, changes in general economic conditions, global trade or in
the real estate sector, inflation risks, a downturn in the U.S., California or global economy,
increased interest rates and operating costs or greater than expected capital expenditures, risks
related to suspending, reducing, or changing our dividends, our failure to contribute properties to
our co-investment ventures, risks related to our obligations in the event of certain defaults under
co-investment ventures and other debt, difficulties in identifying properties to acquire and in
effecting acquisitions, our failure to successfully integrate acquired properties and operations,
risks and uncertainties affecting property development, value-added conversions, redevelopment and
construction (including construction delays, cost overruns, our inability to obtain necessary
permits and public opposition to these activities), our failure to qualify and maintain our status
as a real estate investment trust, risks related to our tax structuring, environmental
uncertainties, risks related to natural disasters, changes in real estate and zoning laws, risks
related to doing business internationally and global expansion, risks of opening offices globally,
risks of changing personnel and roles, losses in excess of our insurance coverage, unknown
liabilities acquired in connection with acquired properties or otherwise and increases in real
property tax rates. Our success also depends upon economic trends generally, including interest
rates, income tax laws, governmental regulation, legislation, population changes 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.