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): February 8, 2008
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)) |
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| ITEM 7.01 |
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REGULATION FD DISCLOSURE. |
On February 8, 2008, our President, Europe & Asia, Guy F. Jaquier, 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 strategies
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 79,480 shares of our common stock may be traded under Mr. Jaquier’s 10b5-1 plan upon
exercise of vested stock options contributed to his 10b5-1 plan. As of February 8, 2008, Mr.
Jaquier has beneficial ownership of 85,627 shares of our common stock and, not including the
options to purchase 79,480 shares of our common stock that may be exercised pursuant to his 10b5-1
plan, options to purchase 328,646 shares of our common stock.
All transactions under this 10b5-1 plan will be disclosed publicly in filings with the U.S.
Securities and Exchange Commission.
Forward Looking Statements
Some of the information included in this report contains forward-looking statements, such as those
related to future trades under the 10b5-1 plan referenced above, 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 joint 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 most recent annual report for the year ended
December 31, 2006 on Form 10-K and our quarterly report for the quarter ended June 30, 2007 on Form
10-Q, and any amendments thereto.