SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 21, 2001
AMB PROPERTY CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 001-13545 94-3281941
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
Pier 1, Bay 1, San Francisco, California 94111
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(Address of principal executive offices) (Zip Code)
415-394-9000
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(Registrants' telephone number, including area code)
n/a
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(former name or former address, if changed since last report)
ITEM 5 OTHER EVENTS.
On March 21, 2001, AMB Property II, L.P., a partnership in which AMB
Property Holding Corporation, our wholly owned subsidiary, owns an approximate
1% general partnership interest and AMB Property, L.P. owns an approximate 99%
common limited partnership interest, issued and sold 510,000 8.00% Series I
cumulative redeemable preferred limited partnership units at a price of $50.00
per unit in a private placement. AMB Property II, L.P. used the gross proceeds
of $25,500,000 to pay transaction expenses, including a placement fee, and to
repay advances from AMB Property, L.P. in the amount of approximately
$10,500,000, and to make a loan to AMB Property, L.P. in the amount of
approximately $15,000,000. AMB Property, L.P. intends to use the loan proceeds
to make property acquisitions and the remainder for general corporate purposes.
SERIES I PREFERRED UNITS
General. Each Series I preferred unit will be entitled to receive
cumulative preferential distributions from March 22, 2001 payable on or before
the 25th day of March, June, September and December of each year, commencing
March 25, 2001, at a rate of 8.00% per annum in preference to any payment made
on any other class or series of partnership interest of AMB Property II, L.P.,
other than any class or series of partnership interest expressly designated as
ranking on parity with or senior to the Series I preferred units.
Ranking. The Series I preferred units rank on parity with each other and
with all classes or series of preferred partnership units designated as ranking
on a parity with such series of preferred units with respect to distributions
and rights upon liquidation, dissolution and winding-up (including AMB Property
II, L.P.'s Series C preferred units, Series D preferred units, Series E
preferred units, Series F preferred units, Series G preferred units and Series H
preferred units), senior to all classes or series of preferred partnership units
designated as ranking junior to such series of preferred units and junior to all
other classes or series of preferred partnership units designated as ranking
senior to such series of preferred units.
Limited Consent Rights. For so long as any Series I preferred units
remain outstanding, AMB Property II, L.P. shall not, without the affirmative
vote of the holders of at least two-thirds of such series of preferred units:
- authorize, create or increase the authorized or issued amount of
any class or series of partnership interests ranking prior to
such series of preferred units with respect to payment of
distributions or rights upon liquidation, dissolution or
winding-up or reclassify any partnership interests of AMB
Property II, L.P. into any such partnership interest, or create,
authorize or issue any obligations or security convertible into
or evidencing the right to purchase any such partnership
interests,
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- authorize or create, or increase the authorized or issued amount
of any preferred units ranking on a parity with such series of
preferred units or reclassify any partnership interest of AMB
Property II, L.P. into any such partnership interest or create,
authorize or issue any obligations or security convertible into
or evidencing the right to purchase any such partnership
interests but only to the extent such parity preferred units are
issued to an affiliate of AMB Property II, L.P., other than its
general partner or us to the extent the issuance of such
interests was to allow its general partner or us to issue
corresponding preferred stock or preferred interests to persons
who are not affiliates of AMB Property II, L.P., or
- either (1) consolidate, merge into or with, or convey, transfer
or lease its assets substantially as an entirety to, any
corporation or other entity or (2) amend, alter or repeal the
provisions of AMB Property II, L.P.'s partnership agreement,
whether by merger, consolidation or otherwise, in each case in a
manner that would materially and adversely affect the powers,
special rights, preferences, privileges or voting power of such
series of preferred units or the holders of such series of
preferred units.
With respect to the occurrence of any of the events set forth in the
third bullet point above, so long as AMB Property II, L.P. is either the
surviving entity and preferred units of such series remain outstanding with the
terms materially unchanged or the resulting, surviving or transferee entity is a
partnership, limited liability company or like entity organized under the laws
of any state and substitutes for the preferred units of such series other
partnership interests having substantially the same terms and rights as such
series of preferred units, the occurrence of any such event will not be
considered to materially and adversely affect rights, preferences, privileges or
voting powers of holders of such series of preferred units. Any increase in the
amount of partnership interests or the creation or issuance of any other class
or series of partnership interests, in each case ranking on a parity with or
junior to the preferred units of such series will not be considered to
materially and adversely affect such rights, preferences, privileges or voting
powers.
Limited Management Rights. If distributions on any Series I preferred
units remain unpaid for six or more quarterly periods (whether or not
consecutive), subject to the rights of any holders of future preferred units
ranking on a parity with the Series I preferred units, the holders of the Series
I preferred units may assume certain rights to manage AMB Property II, L.P. for
the sole purpose of enforcing AMB Property II, L.P.'s rights and remedies
against obligees of AMB Property II, L.P. or others from whom AMB Property II,
L.P. may be entitled to receive cash or other assets, until all distributions
accumulated on such series of preferred units for all past quarterly periods and
distributions for the then-current quarterly period have been fully paid or
declared and a sum sufficient for the payment of such dividends irrevocably set
aside in trust for payment in full.
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Redemption and Exchange. Beginning March 21, 2006 for the Series I
preferred units, such series of preferred units may be redeemed by AMB Property
II, L.P. out of proceeds from issuances of AMB Property Corporation's capital
stock at a redemption price equal to $50.00 per unit, plus all accrued and
unpaid distributions to the date of redemption. Beginning March 21, 2011, the
Series I preferred units may be exchanged, in whole but not in part, into shares
of AMB Property Corporation's 8.00% Series I cumulative redeemable preferred
stock at the option of 51% of the holders of the respective series. In addition,
the Series I preferred units may be exchanged, in whole but not in part, into
shares of preferred stock of the respective series at any time at the option of
51% of the holders of the respective series if:
- distributions on the Series I preferred units have not been made
for six prior quarterly distribution periods, whether or not
consecutive, or
- AMB Property Holding Corporation or one of its subsidiaries
takes the position, and a holder or holders of the applicable
series of preferred units receive an opinion of independent
counsel, that AMB Property II, L.P. is, or upon the happening of
a certain event likely will be, a "publicly traded partnership"
within the meaning of the Internal Revenue Code.
In addition, the Series I preferred units may be exchanged, in whole but
not in part, at the option of 51% of the holders of the respective series, after
March 21, 2004 and prior to March 21, 2011, if the preferred units of such
series would not be considered "stock and securities" for federal income tax
purposes.
AMB Property Corporation may, in lieu of exchanging the Series I
preferred units for shares of Series I preferred stock, elect to redeem all or a
portion of its preferred units of such series for cash in an amount equal to
$50.00 per unit plus accrued and unpaid distributions. The right of the holders
of Series I preferred units to exchange the preferred units for shares of AMB
Property Corporation's Series I preferred stock shall in be subject to the
ownership limitations set forth in AMB Property Corporation's charter in order
for it to maintain its qualification as a real estate investment trust for
federal income tax purposes.
SERIES I PREFERRED STOCK
General. Each share of Series I preferred stock into which the Series I
preferred units may be exchanged will be entitled to receive cumulative
preferential cash dividends from the date of issue (including any accrued but
unpaid distributions in respect of such series of preferred units at the time
that such units are exchanged for shares of Series I preferred stock) payable on
or before the 15th of January, April, July and October of each year, in cash, at
the rate of 8.00% per annum for the Series I preferred stock in preference to
any payment made on any other classes or series of capital stock or other equity
securities of AMB Property Corporation, other
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than any class or series of equity securities of AMB Property Corporation
expressly designated as ranking on a parity with or senior to the Series I
preferred stock.
Ranking. The Series I preferred stock will rank on parity with each
other and with AMB Property Corporation's 8.50% Series A cumulative redeemable
preferred stock, its 8.65% Series B cumulative redeemable preferred stock, its
8.75% Series C cumulative redeemable preferred stock, its 7.75% Series D
cumulative redeemable preferred stock, its 7.75% Series E cumulative redeemable
preferred stock, its 7.95% Series F cumulative redeemable preferred stock, its
7.95% Series G cumulative redeemable preferred stock and its 8.125% Series H
cumulative redeemable preferred stock, if and when issued, and all other classes
or series of preferred stock designated as ranking on a parity with the
applicable series with respect to distributions and rights upon liquidation,
dissolution or winding-up, senior to all classes or series of preferred stock
designated as ranking junior to the applicable series and junior to all other
classes or series of preferred stock designated as ranking senior to the
applicable series.
Redemption. The Series I preferred stock may be redeemed, at AMB
Property Corporation's option, on and after March 21, 2006, in whole or in part
from time to time, at a redemption price payable in cash equal to $50.00 per
share, plus any accrued but unpaid dividends to the date of redemption. AMB
Property Corporation may redeem the Series I preferred stock prior to March 21,
2006 to the extent necessary to maintain its qualification as a real estate
investment trust. The redemption price of the Series I preferred stock (other
than the portion of the redemption price consisting of accumulated but unpaid
dividends) will be payable solely out of proceeds from issuances of AMB Property
Corporation's capital stock.
Limited Voting Rights. If dividends on any of the shares of Series I
preferred stock remain unpaid for six or more quarterly periods (whether or not
consecutive), the holders of such shares of such series of preferred stock
(voting as a single class with all other shares of preferred stock ranking on a
parity with such series of preferred stock upon which like voting rights have
been conferred and are exercisable) will be entitled to vote for the election of
two additional directors of AMB Property Corporation who will be elected by a
plurality of the votes cast in such election for a one-year term and until their
successors are duly elected and shall qualify (or until such director's right to
hold such office terminates, whichever occurs earlier, subject to such
director's earlier death, disqualification, resignation or removal), at a
special meeting called by the holders of at least 20% of the outstanding shares
of such series of preferred stock or the holders of shares of any other class or
series of preferred stock ranking on a parity with such series of preferred
stock with respect to which dividends are also accrued and unpaid (unless such
request is received less than 90 days before the date fixed for the next annual
or special meeting of stockholders) or, if the request for a special meeting is
received by AMB Property Corporation less than 90 days before the date fixed for
the next annual or special meeting of stockholders, at the next annual or
special meeting of stockholders, and at each subsequent annual meeting until all
dividends accumulated on the shares of such series of preferred stock for all
past dividend periods and the dividend for the then current dividend period have
been fully paid or declared and a sum sufficient for the payment of such
dividends irrevocably set aside in trust for payment in full. Upon the payment
in full of all such dividends, the holders of such series of preferred stock
will be divested of their voting rights and the term of any member of the
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board of directors elected by the holders of such series of preferred stock and
holders of any other shares of preferred stock ranking on a parity with such
series of preferred stock will terminate.
In addition, for so long as any shares of Series I preferred stock are
outstanding, without the consent of two-thirds of the holders of the Series I
preferred stock, then outstanding, AMB Property Corporation shall not:
- authorize or create or increase the authorized or issued amount
of any shares ranking senior to such series of preferred stock
or reclassify any authorized shares of AMB Property Corporation
into any such shares,
- designate or create, or increase the authorized or issued amount
of, or reclassify any authorized shares of AMB Property
Corporation into any preferred stock ranking on a parity with
such series of preferred stock, or create, authorize or issue
any obligations or security convertible into or evidencing the
right to purchase any such shares, but only to the extent such
preferred stock ranking on a parity with such series of
preferred stock is issued to an affiliate of AMB Property
Corporation, or
- either (1) consolidate, merge into or with, or convey, transfer
or lease its assets substantially as an entirety, to any
corporation or other entity or (2) amend, alter or repeal the
provisions of AMB Property Corporation's Articles of
Incorporation, whether by merger, consolidation or otherwise, in
each case that would materially and adversely affect the powers,
special rights, preferences, privileges or voting power of such
series of preferred stock or the holders of such series of
preferred stock.
The Series I preferred stock has no voting rights other than as
discussed above and as otherwise provided by applicable law.
With respect to the occurrence of any of the events set forth in the
third bullet point above, so long as AMB Property Corporation is either the
surviving entity and shares of such series of preferred stock remain outstanding
with the terms materially unchanged or the resulting, surviving or transferee
entity is a corporation, business trust or like entity organized under the laws
of any state and substitutes for the shares of such series of preferred stock
other preferred stock or preferred shares having substantially the same terms
and rights as such series of preferred stock, the occurrence of any such event
will not be considered to materially and adversely affect rights, preferences,
privileges or voting powers of holders of the Series I preferred stock. Any
increase in the amount of authorized preferred stock, the creation or issuance
of any other class or series of preferred stock or any increase in an amount of
authorized
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shares of each class or series, in each case ranking on a parity with or junior
to the Series I preferred stock, will not be considered to materially and
adversely affect such rights, preferences, privileges or voting powers.
Liquidation Preference. Each share of Series I preferred stock is
entitled to a liquidation preference of $50.00 per share, plus any accrued but
unpaid dividends, in preference to any other class or series of capital stock of
AMB Property Corporation, other than any class or series of equity securities of
AMB Property Corporation expressly designated as ranking on a parity with or
senior to such series of preferred stock.
FORWARD-LOOKING STATEMENTS
Some of the information included in this report contains forward-looking
statements, such as statements pertaining to the use of proceeds from the sale
of the Series I preferred units. Forward-looking statements involve numerous
risks and uncertainties and you should not rely on them 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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit
Number Description
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3.1 Articles Supplementary establishing and fixing the rights
and preferences of the 8.00% Series I Cumulative
Redeemable Preferred Stock.
3.2 Registration Rights Agreement among AMB Property Corporation, AMB
Property II, L.P. and the unit holders signatory thereto dated March
21, 2001.
10.1 Ninth Amended and Restated Agreement of Limited Partnership of AMB
Property II, L.P., dated March 21, 2001.
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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.
AMB Property Corporation
(Registrant)
Date: March 22, 2001 By: /s/ Tamra Browne
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Tamra Browne
Vice President and
General Counsel
EXHIBIT INDEX
Exhibit
Number Description
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3.1 Articles Supplementary establishing and fixing the rights
and preferences of the 8.00% Series I Cumulative
Redeemable Preferred Stock.
3.2 Registration Rights Agreement among AMB Property Corporation, AMB
Property II, L.P. and the unit holders signatory thereto dated March
21, 2001.
10.1 Ninth Amended and Restated Agreement of Limited Partnership of AMB
Property II, L.P., dated March 21, 2001.
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