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): September 27, 2007
AMB PROPERTY CORPORATION
(Exact name of registrant as specified in 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 94111
(Address of principal executive offices) (Zip code) |
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415-394-9000
(Registrant’s telephone number, including area code) |
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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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] 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 September 27, 2007, our board of directors approved and adopted an amendment and
restatement of the Change in Control and Noncompetition Agreements between AMB Property, L.P., our
subsidiary of which we are general partner, and our executive officers.
The amendment and restatement of the Change in Control and Noncompetition Agreements amends
the former agreements to conform certain provisions to be consistent with Section 409A of the
Internal Revenue Code and the final regulations issued thereunder, including, among other things,
modifying the definition of a good reason condition under the agreements. The economic terms of the
agreements have not been modified.
The form of Amended and Restated Change in Control and Noncompetition Agreement is filed as
Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 |
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Form of Amended and Restated Change in Control and Noncompetition
Agreement by and between AMB Property, L.P. and executive officers |
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
(Registrant)
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| Date: October 1, 2007 |
By: |
/s/ Tamra D. Browne
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Tamra D. Browne |
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Senior Vice President, General
Counsel and Secretary |
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