UNITED STATES
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): November 14, 2005
AMB PROPERTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Maryland
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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) |
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| Pier 1, Bay 1, San Francisco, California 94111 |
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| (Address of Principal Executive Offices) (Zip Code) |
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| 415-394-9000 |
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| (Registrants’ telephone number, including area code) |
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| n/a |
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| (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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On November 14, 2005, AMB Property, L.P., in which we are the sole general partner, priced
$175.0 million aggregate principal amount of fixed rate senior unsecured notes under the Series B
medium-term note program that it commenced on May 7, 2002. The issuance of the notes will exhaust
the program. The notes mature on December 1, 2010 and bear interest at a rate of 5.45% per annum.
Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, KeyBanc Capital Markets, a
Division of McDonald Investments Inc., PNC Capital Markets, Inc. and Wells Fargo Securities,
LLC are acting as principals for the issuance of the notes pursuant to a terms agreement,
dated as of November 14, 2005. AMB Property, L.P. expects notes to have a settlement date of
November 21, 2005. We have guaranteed the $175.0 million aggregate principal amount and interest on
the notes.
The notes will be subject to prepayment at the option of AMB Property, L.P., at any time in
whole or from time to time in part, at a price equal to the greater of: (i) 100% of the principal
amount of the notes to be prepaid and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest (at the rate in effect on the date of calculation of the
prepayment price) on the notes to be prepaid (exclusive of interest accrued to the date of
prepayment) discounted to the date of prepayment on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the applicable Treasury Yield (as defined in the note) plus
15 basis points.
The estimated
net proceeds to AMB Property, L.P. are approximately $173,737,250, after
deducting the agents’ commissions of $875,000 and anticipated offering expenses of approximately
$225,000. AMB Property, L.P. intends to use the net proceeds to pay at maturity $150,000,000
principal amount of 7.20% medium-term notes issued on December 19, 2000 and maturing on December
15, 2005, plus accrued interest, and for general corporate purposes.
The form of fixed
rate note is attached as Exhibit 10.1 and incorporated in this report by
reference. A copy of the terms agreement dated November 14, 2005 is attached as Exhibit 1.1 and
incorporated in this report by reference. A copy of the pricing supplement dated November 14, 2005
pursuant to which the notes and guarantees will be issued is attached as Exhibit 99.1 and
incorporated in this report by reference.
Forward Looking Statements
Some of the information included in this report contains forward-looking statements, such as
statements pertaining to future plans, including anticipated closings, use of proceeds and
estimated net proceeds. 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, increased interest rates and operating costs, our failure
to obtain necessary outside financing, 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 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, environmental uncertainties, risks related to natural disasters, financial market
fluctuations, changes in real estate and zoning laws, risks related to doing business
internationally 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 “Management’s Discussion
and Analysis of Financial Condition and Results of Operations - Business Risks” and elsewhere
in our most recent annual report on Form 10-K and quarterly reports on Form 10-Q.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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| Exhibit |
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Description |
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1.1
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Terms Agreement, dated as of November 14, 2005, among AMB Property, L.P., Morgan Stanley
& Co. Incorporated, Banc of America Securities LLC, KeyBanc Capital Markets, a Division of
McDonald Investments Inc., PNC Capital Markets, Inc. and Wells Fargo Securities, LLC. |
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10.1
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Form of $175,000,000 Fixed Rate Note No. B-3, attaching the Parent Guarantee. |
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99.1
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Pricing Supplement, dated November 14, 2005. |