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 29, 2008
AMB PROPERTY CORPORATION
(Exact name of registrant as specified in its charter)
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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):
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))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND
ITEM 7.01 REGULATION FD DISCLOSURE
On January 29, 2008, we disclosed a supplemental analyst package in connection with our earnings
conference call for the fourth quarter of 2007. A copy of the supplemental analyst package is
attached hereto as Exhibit 99.1. This section and the attached exhibit are provided under Items
2.02 and 7.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange
Commission.
Forward Looking Statements
Some of the information included in this report and the presentations to be held in connection
therewith contains forward-looking statements, such as those related to our growth opportunities
and plans (including those regarding our global expansion and positioning, growth of our
development and private capital business, organizational changes and earnings growth), our
projected funds from operations, compound annual growth rate of our business divisions, same store
and/or cash net operating income and other financial and operational guidance, our capabilities to
drive growth, our future performance compared to peers and other market indices, rent growth,
industrial and other market and trade growth, market drivers, trends and forecasts, port
opportunities (such as ship capacity expansion, outsourcing trends, port market demand, port
expansions, container growth, and escalating land values), on-tarmac opportunities (such as air
cargo growth, ability to access and leverage positions, expertise and key airport opportunities),
hiring, performance and retention of key personnel, access to resources, leveraging of
relationships, continuation and effectiveness of strategic drivers, information regarding our
development, value added conversion, redevelopment and renovation projects (including stabilization
dates, square feet at stabilization or completion, sale or contribution dates, yields from such
projects, costs and total investment amounts, scope and location of development starts, margins,
projected gains and returns, sustainability, profitability, scope and scale of and demand for
projects, targeted value added conversion projects, redevelopment and conversion timelines,
entitlement and repositioning potential of land), ability to deliver customer solutions,
performance and value-creation of investments and market entry opportunities, acquisition capital
and volume, scope and build out potential of land inventory, co-investment venture and other
estimated investment capacity, terms of the co-investment ventures, performance, revenues and
returns on investment, future incentive, asset management, acquisition and other private capital
fees, private capital demand, launching of our Canada and second Asia funds, transition to
open-end funds, and access to secured and non-secured financings, 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, re-financing risks, risks related to our obligations in the event of certain
defaults under co-investment venture and other debt, risks related to debt and equity security
financings (including dilution risk), 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, risks related to our tax structuring, failure to maintain our current credit agency ratings,
environmental uncertainties, risks related to natural disasters, financial market fluctuations,
changes in general economic conditions or in the real estate sector, changes in real estate and
zoning laws, a downturn in the U.S., California or global economy, risks related to doing business
internationally and global expansion, losses in excess of our insurance coverage, unknown
liabilities acquired in connection with acquired properties or otherwise 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 “Risk Factors” and elsewhere in our annual report on Form 10-K
for the year ended December 31, 2006, as amended, and our quarterly report on Form 10-Q for the
quarter ended June 30, 2007 as amended.