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): January 31, 2006
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) |
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| Pier 1, Bay 1, San Francisco, California
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94111 |
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| (Address of principal executive offices)
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(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 7.01 REGULATION FD DISCLOSURE.
On January 31, 2006, our chairman and chief executive officer, Hamid R. Moghadam, exercised
428,106 vested stock options in a stock-for-stock transaction. The net effect of this transaction
was to increase Mr. Moghadam’s shareholdings by 250,755 common shares. Mr. Moghadam deferred these
shares, which represent the gains from this stock option exercise, into his account established
under our deferred compensation plan. Mr. Moghadam did not sell any shares of our common stock in
the open market as part of this transaction. The options that Mr. Moghadam exercised were granted
on December 15, 1998 and had an expiration date of December 15, 2008.
As of January 31, 2006, after his stock option exercise and contribution of the resulting
shares of our common stock into his deferred compensation account, Mr. Moghadam has beneficial
ownership of 2,770,868 common shares and common limited partnership units (of which 388,126 are
units), and he held options to purchase up to 2,679,087 shares of our common stock (of which
2,518,957 shares are fully vested and exercisable).
This transaction will also be disclosed publicly in a Section 16 filing with the U.S.
Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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AMB Property Corporation |
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(Registrant) |
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Date: February 2, 2006
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By:
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/s/ Tamra D. Browne |
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Tamra D. Browne |
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Senior Vice President, General |
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Counsel and Secretary |
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