UNITED STATES
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): August 15, 2006
AMB PROPERTY CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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:
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under Off-Balance Sheet Arrangements
On
August 15, 2006, AMB Property, L.P., of which we are the sole general partner, sold
$175,000,000 aggregate principal amount of its fixed rate senior unsecured notes under the Series C
medium-term note program that it commenced on August 10, 2006. $325,000,000 principal amount of
notes remains issuable pursuant to the program. The notes mature on August 15, 2013 and bear
interest at a rate of 5.90% per annum. J.P. Morgan Securities Inc., Banc of America Securities LLC,
PNC Capital Markets LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC acted as agents
for the issuance of the notes. Pricing of the notes occurred on August 10, 2006. We have
guaranteed the $175,000,000 aggregate principal amount and interest on the notes.
The notes are subject to prepayment at the option of AMB Property, L.P., at any time in whole
or from time to time in part, at a price equal to the greater of: (i) 100% of the principal amount
of the notes to be prepaid and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest (at the rate in effect on the date of calculation of the
prepayment price) on the notes to be prepaid (exclusive of interest accrued to the date of
prepayment) discounted to the date of prepayment on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the applicable Treasury Yield (as defined in the note) plus
15 basis points.
The
estimated net proceeds to AMB Property, L.P. were approximately $173,557,000, after
deducting the agents’ commissions of $1,050,000 and anticipated offering expenses of approximately
$225,000. AMB Property, L.P. intends to use the net proceeds for general corporate purposes, which
may include the acquisition or development of additional properties, the repayment of indebtedness,
including inter-company indebtedness, the redemption or other repurchase of outstanding securities,
capital expenditures and increasing its working capital. Pending the application of the net
proceeds, it may invest the proceeds in short-term securities or temporarily reduce borrowings
under its revolving credit facilities.
The
fixed rate note and guarantee are attached as Exhibit 4.1 and incorporated in this report by
reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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| Exhibit |
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Description |
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4.1
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$175,000,000 Fixed Rate Note
No. FXR-C-1, attaching the Parent Guarantee. |