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 11, 2006
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))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND
ITEM 7.01 REGULATION FD DISCLOSURE
On April 11, 2006, we disclosed a supplemental analyst package in connection with our earnings
conference call for the first quarter of 2006. 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 supplemental analyst package and the conference call
to be held in connection therewith contains forward-looking statements, such as those related to
development and renovation projects (including stabilization dates, square feet at stabilization or
completion, and total investment amounts), lease expirations and future business plans (such as
property divestitures and 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, increased interest rates and operating costs, our failure to obtain necessary
outside financing, re-financing risks, 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 general economic conditions or in the real estate sector, changes in real
estate and zoning laws, a downturn in the U.S., California or global economy, risks related to
doing business internationally, 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, 2005.