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): April 21, 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
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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 April 21, 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 first quarter of 2010. 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 our growth of development
platform, factors regarding our buying advantage and investment opportunities available to us,
future investments in funds, reinstatement of utilization of low yielding assets and acquiring
assets in excess of cost of capital, fund investor distributions, our investments in co-investment
funds to be FFO, as adjusted, accretive and to enhance NAV, acquisition opportunities and advantages at
attractive pricing, ability to move quickly, 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, as adjusted, 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, seeding of
new joint ventures with AMB assets, 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), estimated financial and
performance results, 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 exercise or 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 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 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 should not
be read as guarantees of future performance or results, and will not necessarily be accurate
indicators of whether, or the time at which, such performance or results will be achieved. There is
no assurance that the events or circumstances reflected in forward-looking statements will occur or
be achieved. 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: changes in general economic conditions in California, the U.S. or
globally (including financial market fluctuations), global trade or in the real estate sector
(including risks relating to decreasing real estate valuations and impairment charges); risks
associated with using debt to fund the company’s business activities, including refinancing and
interest rate risks (including inflation risks); the company’s failure to obtain, renew, or extend
necessary financing or access the debt or equity markets; the company’s failure to maintain its
current credit agency ratings or comply with its debt covenants; risks related to the company’s
obligations in the event of certain defaults under co-investment venture and other debt; risks
associated with equity and debt securities financings and issuances (including the risk of
dilution); defaults on or non-renewal of leases by customers or renewal at lower than expected rent
or failure to lease at all or on expected terms; difficulties in identifying properties, portfolios
of properties, or interests in real-estate related entities or platforms to acquire and in
effecting acquisitions on advantageous terms and the failure of acquisitions to perform as the
company expects; unknown liabilities acquired in connection with the acquired properties,
portfolios of properties, or interests in real-
estate related entities; the company’s failure to successfully integrate acquired properties and
operations; risks and uncertainties affecting property development, redevelopment and value-added
conversion (including construction delays, cost overruns, the company’s inability to obtain
necessary permits and financing, the company’s inability to lease properties at all or at favorable
rents and terms, and public opposition to these activities); the company’s failure to set up
additional funds, attract additional investment in existing funds or to contribute properties to
its co-investment ventures due to such factors as its inability to acquire, develop, or lease
properties that meet the investment criteria of such ventures, or the co-investment ventures’
inability to access debt and equity capital to pay for property
contributions or their allocation
of available capital to cover other capital requirements; risks and uncertainties relating to the
disposition of properties to third parties and the company’s ability to effect such transactions on
advantageous terms and to timely reinvest proceeds from any such dispositions; risks of doing
business internationally and global expansion, including unfamiliarity with the new markets and
currency and hedging risks; risks of changing personnel and roles; risks related to suspending,
reducing or changing the company’s dividends; losses in excess of the company’s insurance coverage;
changes in local, state and federal laws and regulatory requirements, including changes in real
estate, tax and zoning laws; increases in real property tax rates; risks associated with the
company’s tax structuring; increases in interest rates and operating costs or greater than expected
capital expenditures; environmental uncertainties; risks related to natural disasters; and our
failure to qualify and maintain our status as a real estate investment trust. Our success also
depends upon economic trends generally, various market conditions and fluctuations and those other
risk factors discussed under the heading “Risk Factors” and elsewhere in our most recent annual
report on Form 10-K for the year ended December 31, 2009.