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): October 29, 2010
AMB PROPERTY CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| Maryland
|
|
001-13545
|
|
94-3281941 |
| |
|
|
|
|
(State or other jurisdiction of
incorporation)
|
|
(Commission file number)
|
|
(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))
|
On October 29, 2010, our President, Europe and Asia and President, Private Capital, Guy F.
Jaquier, adopted a pre-arranged stock trading plan to exercise a portion of his vested stock
options before they expire in February 2012 and sell the resulting shares received from such stock
option exercises. This stock trading plan was adopted in accordance with guidelines specified
under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and our policies regarding
stock transactions.
Up to 79,480 shares of our common stock may be traded under Mr. Jaquier’s 10b5-1 plan upon
exercise of vested stock options contributed to his 10b5-1 plan. As of October 29, 2010, Mr.
Jaquier has beneficial ownership of 198,005 shares of our common stock and, not including
the options to purchase 79,480 shares of our common stock that may be exercised pursuant to his
10b5-1 plan, options to purchase 689,952 shares of our common stock. All transactions under his
10b5-1 plan will be disclosed publicly in filings with the Securities and Exchange Commission.
Forward Looking Statements
Some of the information included in this report contains forward-looking statements, such as those
related to one of our president’s future option exercises under his 10b5-1 plan, 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.