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): October 16, 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 October 16, 2008, we disclosed a supplemental analyst package in connection with our earnings
conference call for the third quarter of 2008. 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, future capital
deployment, 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, future assets under management, 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 and 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, location and timing 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,
lease expirations, performance and value-creation of investments and market entry opportunities,
real estate valuations, 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, target leverage, future
incentive distribution, asset management, acquisition and other private capital distributions and fees, timing of
incentive distributions, private capital demand, launching of our Canada and second Asia funds,
future balance sheet capacity, interest rate changes, 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 or renewal at lower than expected rent, increased interest rates and operating
costs or greater than expected capital expenditures, our failure to obtain necessary outside
financing, re-financing risks, risks related to our obligations in the event of certain defaults
under co-investment ventures 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, value-added conversions,
redevelopment 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, inflation risks, 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, risks of opening offices globally, risks of changing personnel and roles, 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, 2007.