AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 2002
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMB PROPERTY CORPORATION AMB PROPERTY, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND DELAWARE
(STATE OF INCORPORATION) (STATE OF INCORPORATION)
94-3281941 94-3285362
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
PIER 1, BAY 1
SAN FRANCISCO, CALIFORNIA 94111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
AMENDED AND RESTATED AMB NONQUALIFIED DEFERRED COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
TAMRA D. BROWNE, ESQ. COPY TO:
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY LAURA L. GABRIEL, ESQ.
AMB PROPERTY CORPORATION DEBORAH K. BRIONES, ESQ.
PIER 1, BAY 1 LATHAM & WATKINS
SAN FRANCISCO, CALIFORNIA 94111 505 MONTGOMERY STREET
(415) 394-9000 SUITE 1900
SAN FRANCISCO, CALIFORNIA 94111
(415) 391-0600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE FOR AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(2) PER SHARE(2) PRICE(2) FEE
------------------------------------ ------------- ------------ -------- ---
Amended and Restated AMB Nonqualified Deferred $15,000,000 100% $15,000,000 $1,380
Compensation Plan Obligations of AMB Property,
L.P. and AMB Property Corporation, including
Stock Units(1)
(1) The Amended and Restated AMB Nonqualified Deferred Compensation Plan
Obligations (the "Obligations") are unsecured general obligations of AMB
Property, L.P. and AMB Property Corporation to pay to participants their
deferred compensation in accordance with the terms of the Amended and
Restated AMB Nonqualified Deferred Compensation Plan. Certain of the
Obligations include stock units representing deferred stock option gains and
restricted stock. Each stock unit represents the right to receive a share of
common stock of AMB Property Corporation. The issuance of the shares to be
issued in satisfaction of the Obligations relating to deferrals of stock
option gains and restricted stock has been previously registered under
previously filed Forms S-8 relating to AMB Property Corporation's 1997 Stock
Option and Incentive Plan, as amended, (Nos. 333-42015 and 333-78779) and
2002 Stock Option and Incentive Plan (No. 333-90042) or will be registered
under Forms S-8 filed in connection with any future stock option or other
incentive compensation plans which are maintained by AMB Property
Corporation or AMB Property, L.P.
(2) Estimated for the Obligations in accordance with Rule 457(o) under the
Securities Act solely for the purpose of calculating the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to plan
participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
We have filed the following documents with the Securities and Exchange
Commission which are hereby incorporated by reference in this Registration
Statement:
1. AMB Property Corporation's Annual Report on Form 10-K for
the year ended December 31, 2001 (including items
incorporated by reference from AMB Property Corporation's
Proxy Statement for AMB Property Corporation's 2002 Annual
Meeting of Stockholders);
2. AMB Property, L.P.'s Annual Report on Form 10-K for the
year ended December 31, 2001 (including items incorporated
by reference from AMB Property Corporation's Proxy
Statement for AMB Property Corporation's 2002 Annual
Meeting of Stockholders);
3. AMB Property Corporation's Quarterly Report on Form 10-Q
for the period ended March 31, 2002;
4. AMB Property Corporation's Quarterly Report on Form 10-Q
for the period ended June 30, 2002;
5. AMB Property, L.P.'s Quarterly Report on Form 10-Q for the
period ended March 31, 2002;
6. AMB Property, L.P.'s Quarterly Report on Form 10-Q for the
period ended June 30, 2002;
7. AMB Property Corporation's Current Reports on Form 8-K
filed on January 23, 2002, January 24, 2002, April 11,
2002, April 23, 2002, May 8, 2002, July 9, 2002 and August
9, 2002 and on Form 8-K/A on July 10, 2002;
8. AMB Property, L.P.'s Current Reports on Form 8-K filed on
January 23, 2002, April 23, 2002, May 8, 2002 and August
14, 2002;
9. The proforma financial statements for the divestiture of
25 properties to BPP Retail, LLC during 1999 from AMB
Property Corporation's Current Report on 8-K filed on
December 14, 1999;
10. The reports, financial statements and proforma financial
statements for the Columbia Business Center, Manekin
Portfolio, Technology Park II Portfolio, WOCAC Portfolio,
Junction Industrial Park and the Miami Airport Business
Center from AMB Property Corporation's Current Report on
Form 8-K/A filed on November 16, 1999;
11. The reports, financial statements and pro forma financial
statements for the J.A. Green Portfolio, Magnum Realty
Corp. Portfolio, Beacon Centre Portfolio, AFCO Portfolio,
AFCO Investors Portfolio, AFCO Cargo I Associates L.P.
Portfolio and the WEST*PAC Portfolio from AMB Property
Corporation's Current Report on Form 8-K/A filed on
December 14, 2000; and
12. All documents filed by us with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to
be incorporated by
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reference into this Registration Statement and to be part
of this Registration Statement from the date of the filing
of such documents.
Information we file later with the Securities and Exchange Commission
will automatically update and supercede this information.
Section 11(a) of the Securities Act provides that if any part of a
registration statement at the time it becomes effective contains an untrue
statement of a material fact or an omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
any person acquiring a security pursuant to such registration statement (unless
it is proved that at the time of such acquisition such person knew of such
untruth or omission) may sue, among others, every accountant who has consented
to be named as having prepared or certified any part of the registration
statement or as having prepared or certified any report or valuation which is
used in connection with the registration statement with respect to the statement
in such registration statement, report or valuation which purports to have been
prepared or certified by the accountant.
On March 14, 2002, Arthur Andersen was indicted on federal obstruction
of justice charges arising from the government's investigation of Enron
Corporation. On June 15, 2002, a jury in Houston, Texas found Arthur Andersen
guilty of these federal obstruction of justice charges. We understand that
Arthur Andersen is scheduled to be sentenced in October 2002. In light of the
jury verdict and the underlying events, Arthur Andersen informed the Securities
and Exchange Commission that it would cease practicing before the Securities and
Exchange Commission by August 31, 2002, unless the Securities and Exchange
Commission determined that another date is appropriate. A spokesperson for
Arthur Andersen announced that, as of August 31, 2002, Arthur Andersen
voluntarily relinquished, or consented to revocation of, its firm permits in all
states where it was licensed to practice public accountancy with state
regulators.
On May 8, 2002, we announced that we appointed PricewaterhouseCoopers
LLP to replace Arthur Andersen LLP as our independent accountants. We understand
that the staff of the Securities and Exchange Commission has taken the position
that it will not accept consents from Arthur Andersen LLP if the engagement
partner and the senior manager for our audit are no longer with Arthur Andersen
LLP. Because both the engagement partner and the senior manager for our audit
are no longer with Arthur Andersen LLP and because Arthur Andersen LLP has
ceased practicing before the Securities and Exchange Commission, we are no
longer able to obtain the written consent of Arthur Andersen to the
incorporation by reference into this Registration Statement of its audit reports
with respect to our financial statements. However, Rule 437a under the
Securities Act permits us to file this Registration Statement without a written
consent from Arthur Andersen. Accordingly, Arthur Andersen will not be liable to
you under Section 11(a) of the Securities Act because it has not consented to
being named as an expert in the Registration Statement. We believe, however,
that other persons who are liable under Section 11(a) of the Securities Act,
including AMB Property Corporation's officers and directors, may still rely on
Arthur Andersen's audit reports as being made by an expert under the due
diligence defense provision of Section 11(b) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES
The following description of our "obligations" under the
Amended and Restated AMB Nonqualified Deferred Compensation Plan is qualified by
reference to the plan document, a copy of which is attached as an exhibit to
this registration statement. The Amended and Restated AMB Nonqualified Deferred
Compensation Plan is intended to provide a select group of management and highly
compensated employees and non-employee directors with an opportunity to defer a
portion of their pre-tax compensation and accumulate tax-deferred earnings (or
losses) thereon. Each participant is an unsecured general creditor of ours with
respect to his or her own plan benefits. For purposes of the payment of benefits
under the plan, any and all of our assets shall be, and remain, general,
unpledged and unrestricted assets. Our obligations to pay deferred compensation
under the plan, which we refer to as the "obligations," shall be that of an
unfunded and unsecured promise to pay the money in the future. The plan is
unfunded for tax purposes and for purposes of Title I of ERISA.
Subject to the terms and conditions set forth in the plan and
conditions that the plan administrator may determine, each participant may elect
to defer all or a portion of his or her base annual salary, annual bonus,
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directors' fees, stock option gains or restricted stock and stock and non-stock
dividends paid with respect to the participant's deferred compensation account,
as applicable. The amount of compensation to be deferred by each participant is
based on elections made by the participant in accordance with the terms of the
plan. Deferred stock option gains and restricted stock will be credited or
debited to each participant's account in units representing the amount deferred
divided by the fair market value of shares of AMB Property Corporation common
stock. For each year of the plan, we may, in our sole discretion, credit a
participant's company contribution account or company matching account
established under the plan. Except with respect to deferred stock option gains
and restricted stock, each participant must select from a range of investment
alternatives chosen by the plan administrator against which to index their
respective contributions, and the amount of the obligations payable to each
participant will increase or decrease based on the investment returns of the
chosen investment alternatives. A participant's election of an investment
alternative, the allocation of obligations to such investment alternative and
the crediting and debiting of amounts to a participant's account under the plan
are not to be construed as an actual investment of his or her account in any
such investment alternative or as any investment made on his or her behalf by
us. Participant deferrals are placed in a special trust that restricts our
management's use and access to the money. Notwithstanding the trust, all
participant deferrals become our general assets, and thus, the participants will
not have an ownership interest in any of the assets of the plan or in the
investment alternatives they choose, and the participant deferrals will be
subject to the claims of our general creditors in the event of our or AMB
Property Corporation's bankruptcy or insolvency.
The obligations will become due in the event of the
participant's retirement, death, other termination of employment or disability
or our change of control or on such other date as the participant elects, and in
the form elected by the participant in accordance with the terms of the plan.
Participants may also take early distributions from the plan with a penalty or
petition for early distributions without a penalty in the event of hardship. All
distributions from a participant's deferred stock option gains and restricted
stock will be in the form of AMB Property Corporation common stock, without any
interest, depreciation or appreciation therein. Benefit payments under the plan,
when received, are considered ordinary income, subject to income taxes and
withholding.
Neither a participant nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate, alienate or convey in advance of
actual receipt, the plan benefits, and all obligations are unassignable and
non-transferable. No part of the plan benefits shall, prior to actual payment,
be subject to seizure, attachment, garnishment or sequestration for the payment
of any debts, judgments, alimony or separate maintenance owed by a participant
or any other person, be transferable by operation of law in the event of a
participant's or any other person's bankruptcy or insolvency or be transferable
to a spouse as a result of a property settlement or otherwise other than to our
creditors in the event of our bankruptcy or insolvency. Each participant may
designate one or more beneficiaries to receive benefits upon the participant's
death.
In the event of a distribution, recapitalization,
reclassification, stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer,
exchange or other disposition of all or substantially all of AMB Property
Corporation assets, or exchange of AMB Property Corporation common stock or
other securities, issuance of warrants or other rights to purchase AMB Property
Corporation common stock or other securities or other similar corporate
transaction, the plan administrator may, in its sole discretion, take certain
actions under the plan to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the plan or with respect
to any account under the plan.
The total amount of obligations under the plan being
registered pursuant to this Registration Statement is $15,000,000.
We may terminate or completely or partially amend the plan. No
such termination shall adversely affect any participant or its beneficiary who
has become entitled to the payments of any benefits under the plan as of the
date of termination, and no such amendment shall decrease or restrict the value
of a participant's account under the plan in existence at the time the amendment
is made.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 2-418 of the Maryland General Corporation Law permits a
corporation to indemnify its present or former directors or officers or any
individual who, while a director of a corporation and at the request of a
corporation, serves or has served as a director, officer, partner, trustee,
employee, or agent of another corporation, partnership, joint venture, trust,
other enterprise, or employee benefit plan, against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by them in connection
with any proceeding to which they may be made a party by reason of their service
in those capacities unless it is established that (i) the act or omission of the
director or officer was material to the matter giving rise to the proceeding and
(a) was committed in bad faith or (b) was the result of active and deliberate
dishonesty; (ii) the director or officer actually received an improper personal
benefit in money, property or services; or (iii) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. Indemnification may be made against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by the
director or officer in connection with the proceeding; provided, however, that
if the proceeding is one by or in the right of the corporation, indemnification
may not be made with respect to any proceeding in which the director or officer
has been adjudged to be liable to the corporation. In addition, a director or
officer may not be indemnified with respect to any proceeding charging improper
personal benefit to the director or officer, whether or not involving action in
the director's or officer's official capacity, in which the director or officer
was adjudged to be liable on the basis that personal benefit was improperly
received. The termination of any proceeding by conviction, or upon a plea of
nolo contendere or its equivalent, or an entry of an order of probation prior to
judgment, creates a rebuttable presumption that the director or officer did not
meet the requisite standard of conduct required for indemnification to be
permitted.
In addition, Section 2-418 of the Maryland General Corporation Law
requires that, unless limited by its charter, a corporation must indemnify any
director or officer who is made a party to any proceeding by reason of service
in that capacity against reasonable expenses incurred by the director or officer
in connection with the proceeding, in the event that the director or officer is
successful, on the merits or otherwise, in the defense of the proceeding.
AMB Property Corporation's charter and bylaws provide in effect for the
indemnification by it of its directors and officers to the fullest extent
permitted by applicable law. AMB Property Corporation has purchased directors'
and officers' liability insurance for the benefit of its directors and officers.
AMB Property Corporation has entered into indemnification agreements
with each of its executive officers and directors. The indemnification
agreements require, among other matters, that AMB Property Corporation indemnify
its executive officers and directors to the fullest extent permitted by law and
reimburse the executive officers and directors for all related expenses as
incurred, subject to return if it is subsequently determined that
indemnification is not permitted.
The partnership agreement of AMB Property, L.P. requires AMB Property,
L.P. to indemnify AMB Property Corporation, its directors and officers, and such
other persons as it may from time to time designate against any loss or damage,
including legal fees and court costs incurred by the person by reason of
anything it may do or refrain from doing for or on behalf of AMB Property, L.P.
or in connection with its business or affairs unless it is established that: (i)
the act or omission of the indemnified person was material to the matter giving
rise to the proceeding and either was committed in bad faith or was the result
of active and deliberate dishonesty; (ii) the indemnified person actually
received an improper personal benefit in money, property or services; or (iii)
in the case of any criminal proceeding, the indemnified person had reasonable
cause to believe that the act or omission was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIM
Not Applicable
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ITEM 8. EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 Articles of Incorporation of AMB Property Corporation
(incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Registration Statement on Form S-11 (No.
333-35915)).
4.2 Certificate of Correction of AMB Property Corporation's Articles
Supplementary establishing and fixing the rights and preferences
of the 8 1/2% Series A Cumulative Redeemable Preferred Stock
(incorporated by reference to Exhibit 3.2 of AMB Property
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998).
4.3 Articles Supplementary establishing and fixing the rights and
preferences of the 8 5/8% Series B Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on January 7,
1999).
4.4 Articles Supplementary establishing and fixing the rights and
preferences of the 8.75% Series C Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.2 of AMB Property
Corporation's Current Report on Form 8-K filed on January 7,
1999).
4.5 Articles Supplementary establishing and fixing the rights and
preferences of the 7.75% Series D Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999).
4.6 Articles Supplementary establishing and fixing the rights and
preferences of the 7.75% Series E Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on September 14,
1999).
4.7 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series F Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on April 14, 2000).
4.8 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series G Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on September 29,
2000).
4.9 Articles Supplementary establishing and fixing the rights and
preferences of the 8.125% Series H Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.3 of AMB Property
Corporation's Current Report on Form 8-K filed on September 29,
2000).
4.10 Articles Supplementary establishing and fixing the rights and
preferences of the 8.00% Series I Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on March 23, 2001).
4.11 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series J Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on October 3,
2001).
4.12 Articles Supplementary redesignating and reclassifying all
2,200,000 Shares of the 8.75% Series C Cumulative Redeemable
Preferred Stock as Preferred Stock (incorporated by reference to
Exhibit 3.1 of AMB Property Corporation's Current Report on Form
8-K filed on December 7, 2001).
4.13 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series K Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
II-5
Corporation's Current Report on Form 8-K filed on April 23, 2002).
4.14 Articles Supplementary redesignating and reclassifying 130,000
Shares of 7.95% Series F Cumulative Redeemable Preferred Stock as
Preferred Stock (incorporated by reference to Exhibit 3.2 of AMB
Property Corporation's Quarterly Report on Form 10-Q filed on
August 9, 2002).
4.15 Articles Supplementary redesignating and reclassifying all 20,000
Shares of 7.95% Series G Cumulative Redeemable Preferred Stock as
Preferred Stock (incorporated by reference to Exhibit 3.3 of AMB
Property Corporation's Quarterly Report on Form 10-Q filed on
August 9, 2002).
4.16 Second Amended and Restated Bylaws of AMB Property Corporation
(incorporated by reference to Exhibit 3.11 of AMB Property
Corporation's Annual Report on Form 10-K for the year ended
December 31, 2000).
4.17 Amended and Restated AMB Nonqualified Deferred Compensation Plan
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
validity of the Obligations being registered.
5.2 Opinion of Latham & Watkins regarding the validity of the
Obligations being registered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1 filed herewith).
23.2 Consent of Latham & Watkins (included in Exhibit 5.2 filed
herewith).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement; provided,
however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
undersigned pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of a
registrant's annual report on Form 10-K pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of a
registrant pursuant to the foregoing provisions, or otherwise, each registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by a registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the applicable registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication for such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of San Francisco, State of California, on this 1st day of
October, 2002.
AMB PROPERTY CORPORATION
By: /s/ MICHAEL A. COKE
------------------------------------
Michael A. Coke
Executive Vice President and Chief
Financial Officer
AMB PROPERTY, L.P.
By AMB Property Corporation,
its General Partner
By: /s/ MICHAEL A. COKE
------------------------------------
Michael A. Coke
Executive Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Hamid R. Moghadam,
W. Blake Baird and Michael A. Coke and each of them, his attorney-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
and all amendments to this Registration Statement on Form S-8 (including
post-effective amendments) and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons on behalf of AMB Property
Corporation, the general partner of AMB Property, L.P., and in the capacities
and on the dates indicated.
SIGNATURES
SIGNATURE TITLE DATE
--------- ----- ----
/s/ HAMID R. MOGHADAM Chairman of the Board and Chief Executive September 30, 2002
- -----------------------------------
Hamid R. Moghadam Officer (Principal Executive Officer)
/s/ W. BLAKE BAIRD Director and President September 30, 2002
- -----------------------------------
W. Blake Baird
/s/ T. ROBERT BURKE Director September 30, 2002
- -----------------------------------
T. Robert Burke
SIGNATURE TITLE DATE
--------- ----- ----
Director , 2002
- ----------------------------------- -------------
David A. Cole
Director , 2002
- ----------------------------------- -------------
Lynn M. Sedway
/s/ JEFFREY L. SKELTON Director September 30, 2002
- -----------------------------------
Jeffrey L. Skelton
Director , 2002
- ----------------------------------- -------------
Thomas W. Tusher
/s/ CARYL B. WELBORN Director September 30, 2002
- -----------------------------------
Caryl B. Welborn
/s/ MICHAEL A. COKE Executive Vice President and Chief Financial October 1, 2002
- -----------------------------------
Michael A. Coke Officer (Principal Financial and Accounting
Officer)
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Articles of Incorporation of AMB Property Corporation
(incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Registration Statement on Form S-11 (No.
333-35915)).
4.2 Certificate of Correction of AMB Property Corporation's Articles
Supplementary establishing and fixing the rights and preferences
of the 8 1/2% Series A Cumulative Redeemable Preferred Stock
(incorporated by reference to Exhibit 3.2 of AMB Property
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998).
4.3 Articles Supplementary establishing and fixing the rights and
preferences of the 8 5/8% Series B Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on January 7,
1999).
4.4 Articles Supplementary establishing and fixing the rights and
preferences of the 8.75% Series C Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.2 of AMB Property
Corporation's Current Report on Form 8-K filed on January 7,
1999).
4.5 Articles Supplementary establishing and fixing the rights and
preferences of the 7.75% Series D Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999).
4.6 Articles Supplementary establishing and fixing the rights and
preferences of the 7.75% Series E Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on September 14,
1999).
4.7 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series F Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on April 14, 2000).
4.8 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series G Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on September 29,
2000).
4.9 Articles Supplementary establishing and fixing the rights and
preferences of the 8.125% Series H Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.3 of AMB Property
Corporation's Current Report on Form 8-K filed on September 29,
2000).
4.10 Articles Supplementary establishing and fixing the rights and
preferences of the 8.00% Series I Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on March 23, 2001).
4.11 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series J Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on October 3,
2001).
4.12 Articles Supplementary redesignating and reclassifying all
2,200,000 Shares of the 8.75% Series C Cumulative Redeemable
Preferred Stock as Preferred Stock (incorporated by reference to
Exhibit 3.1 of AMB Property Corporation's Current Report on Form
8-K filed on December 7, 2001).
4.13 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series K Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 3.1 of AMB Property
Corporation's Current Report on Form 8-K filed on April 23, 2002).
4.14 Articles Supplementary redesignating and reclassifying 130,000
Shares of 7.95% Series F Cumulative Redeemable Preferred Stock as
Preferred Stock (incorporated by reference to Exhibit 3.2 of AMB
Property Corporation's Quarterly Report on Form 10-Q filed on
August 9, 2002).
4.15 Articles Supplementary redesignating and reclassifying all 20,000
Shares of 7.95% Series G Cumulative Redeemable Preferred Stock as
Preferred Stock (incorporated by reference to Exhibit 3.3 of AMB
Property Corporation's Quarterly Report on Form 10-Q filed on
August 9, 2002).
4.16 Second Amended and Restated Bylaws of AMB Property Corporation
(incorporated by reference to Exhibit 3.11 of AMB Property
Corporation's Annual Report on Form 10-K for the year ended
December 31, 2000).
4.17 Amended and Restated AMB Nonqualified Deferred Compensation Plan
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
validity of the Obligations being registered.
5.2 Opinion of Latham & Watkins regarding the validity of the
Obligations being registered.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5.1 filed herewith).
23.2 Consent of Latham & Watkins (included in Exhibit 5.2 filed
herewith).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).