U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 14, 2005
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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(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):
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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)) |
ITEM 8.01 OTHER EVENTS.
On
October 14, 2005, our executive vice president, John T. Roberts, Jr., through his trust, adopted a pre-arranged
stock trading plan to exercise a portion of his vested stock options and sell the resulting shares
received from such stock option exercises as a part of his personal long term investment strategy
for asset diversification, liquidity and estate planning. 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 204,282 shares of our common stock may be traded under Mr. Roberts’ 10b5-1 plan upon
exercise of vested stock options contributed to his 10b5-1 plan. As
of October 14, 2005, Mr. Roberts
has beneficial ownership of 298,754 shares of our common stock and, not including the options to
purchase 204,282 shares of our common stock that may be exercised pursuant to his 10b5-1 plan,
options to purchase 284,922 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 our executive vice president’s future trades 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 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, increased interest rates and operating
costs, our failure to obtain necessary outside financing, difficulties in identifying properties to
acquire and in effecting acquisitions, our failure to successfully integrate acquired properties
and operations, our failure to divest properties we have contracted to sell or to timely reinvest
proceeds from any divestitures, risks and uncertainties affecting property development 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,
environmental uncertainties, risks related to natural disasters, financial market fluctuations,
changes in real estate and zoning laws, risks related to doing business internationally 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 “Management’s Discussion and Analysis of
Financial Condition and Results of Operations - Business Risks” and elsewhere in our annual
report on Form 10-K for the year ended December 31, 2004.