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): April 28, 2009
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))
TABLE OF CONTENTS
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND
ITEM 7.01 REGULATION FD DISCLOSURE
On April 28, 2009, we disclosed a supplemental analyst package in connection with our earnings
conference call for the first quarter of 2009. 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 cash sources to cover
future capital requirements, the consummation of asset sales marketed, under contract or LOI, our
plans to retire, extend and refinance debt and maintain fixed charge coverage at certain levels,
estimated cash savings from our current dividend policy, estimated net G&A reductions, our
opportunities and plans (including those regarding our global positioning and future capital
deployment, 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, GDP 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, our share of remaining funding, 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, strength of lender and
customer relationships, lease expirations, performance and value-creation of investments and market
entry opportunities, real estate valuations, capitalization rates, 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 additional funds, future balance sheet capacity, ability to maintain credit
extensions, our position to address debt maturities, 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 or failure to lease
at all or on expected terms, decreases in real estate values and impairment losses, increased
interest rates and operating costs or greater than expected capital expenditures, our failure to
obtain, renew or extend 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, our failure to contribute properties
to our co-investment ventures, 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 or comply
with our debt covenants, environmental uncertainties, risks related to natural disasters, financial
market fluctuations, changes in general economic conditions, global trade 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, 2008.