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 1, 2010
AMB PROPERTY CORPORATION
(Exact name of registrant as specified in its charter)
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| Maryland
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001-13545
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94-3281941 |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On November 1, 2010, our chief executive officer and chairman of the board, Hamid R. Moghadam,
adopted a pre-arranged 10b5-1 plan to exercise a portion of his
vested stock options expiring in 2011 in a
stock-for-stock transaction and defer the shares received from such stock option exercises
representing the gain from such option exercises into his deferred compensation plan account. Such
deferral process will be conducted in accordance with the rules and
regulations of Section 409A of the Internal Revenue Code regarding grandfathered
stock options.
Mr. Moghadam is adopting such plan to exercise options that have near-term expiration
dates in February 2011 and May 2011. This 10b5-1 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.
Options to purchase up to 574,797 shares of our common stock may be exercised under Mr.
Moghadam’s 10b5-1 plan. As of November 1, 2010, Mr. Moghadam has beneficial ownership of
3,176,724 shares of our common stock and options to purchase 2,907,035 shares of our common stock.
All transactions under his 10b5-1 plan will be disclosed publicly in filings with the U.S.
Securities and Exchange Commission.
Forward Looking Statements
Some of the information included in this report contains forward-looking statements, such as those
related to our chief executive officer’s future option exercises and option gain deferrals 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.