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 23, 2008
(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)
(Registrant’s telephone number, including area code)
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 23, 2008, the Board of Directors adopted the Sixth Amended and Restated Bylaws
(the “Bylaws”) of the Company.
Sections 2 and 8 of Article II and Section 2 of Article III were revised to clarify that a
stockholder desiring to bring business before an annual meeting or nominate directors for election
in an annual or special meeting must comply with the advance notice provisions in such sections and
meet certain ownership requirements, and to provide for revised dates by which the stockholder must
give timely notice to the Company of such business or director nominations. In addition, Section 2
of Article II was revised to require a stockholder to provide additional details about the business
to be brought before an annual meeting, including, for example, any material interest of the
stockholder in such business. Sections 2 of Article II and Article III were also revised to
require a stockholder to provide additional details about the stockholder and certain related
parties, including, for example, ownership interests in the Company, any hedging or other
interests, and information regarding any person controlling, controlled by or under common control
with the stockholder.
Section 6 of Article II was revised to clarify when an election of directors is determined to
be a contested election for purposes of applying the appropriate voting standard for director
elections.
Section 12 of Article III was revised in accordance with a recent change in the Maryland
General Corporation Law to allow a committee of the Board of Directors to authorize the issuance of
stock if the board has given general authorization for the issuance and has provided for or
established a method or procedure for determining either the maximum number of shares or the
maximum aggregate offering price of the shares to be issued, or both, instead of only where the
Board of Directors has established the maximum number of shares to be issued.
This summary is qualified in its entirety by reference to the Company’s Bylaws, which are
attached hereto as Exhibit 3.1 and incorporated by reference into this current report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Sixth Amended and Restated Bylaws
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: September 25, 2008 |
By: |
/s/ Tamra D. Browne
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Tamra D. Browne |
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SVP, General Counsel & Secretary |
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