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): December 5, 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 December 6, 2001, we issued a press release entitled "AMB Property
Corporation Announces Repurchase by AMB Property II, L.P. of its Series C
Preferred Limited Partnership Units," which announced that on December 5, 2001
AMB Property II, L.P., a Delaware limited partnership, repurchased and redeemed
all of its outstanding 8.75% Series C Cumulative Redeemable Preferred Limited
Partnership Units. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
In connection with this repurchase, on December 6, 2001, AMB Property
II, L.P. amended and restated its partnership agreement to remove the Series C
Cumulative Redeemable Preferred Limited Partnership Units as limited partnership
interests authorized or available for issuance and we filed Articles
Supplementary with the State Department of Assessments and Taxation of Maryland
redesignating and reclassifying the shares of our 8.75% Series C Cumulative
Redeemable Preferred Stock which had been reserved for issuance upon the
possible exchange of the Series C Cumulative Redeemable Preferred Limited
Partnership Units as shares of our Preferred Stock, without further designation
or any preferences or relative, participating, optional, conversion or other
rights appertaining thereto, or voting powers, restrictions, limitations as to
dividends, qualifications, terms or conditions of redemption, other than those,
if any, applicable to shares of our Preferred Stock generally. Copies of the
Articles Supplementary and the amended and restated partnership agreement are
attached hereto as Exhibits 3.1 and 10.1, respectively, and are incorporated
herein by reference.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit
No. Description
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3.1 Articles Supplementary Redesignating and
Reclassifying All 2,200,000 Shares of 8.75% Series C
Cumulative Redeemable Preferred Stock as Preferred
Stock.
10.1 Tenth Amended and Restated Agreement of Limited
Partnership of AMB Property II, L.P., dated December
6, 2001.
99.1 AMB Property Corporation Press Release dated December
6, 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: December 7, 2001 By: /s/ Tamra Browne
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Tamra Browne
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
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3.1 Articles Supplementary Redesignating and
Reclassifying All 2,200,000 Shares of 8.75% Series C
Cumulative Redeemable Preferred Stock as Preferred
Stock.
10.1 Tenth Amended and Restated Agreement of Limited
Partnership of AMB Property II, L.P., dated December
6, 2001.
99.1 AMB Property Corporation Press Release dated December
6, 2001.
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