U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1 to
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

Maryland		001-13545		94-3281941
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. employer identification number)

Pier 1, Bay 1, San Francisco, California 94111

415-394-9000

n/a

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 8.01    OTHER EVENTS

On May 10, 2006, we disclosed on our website an amended supplemental analyst package in connection with our first quarter earnings, which package contained a revised Consolidated Balance Sheet. This amendment is being filed to amend our Current Report on Form 8-K filed on April 12, 2006 in order to revise the Consolidated Balance Sheet page so that it conforms to the information contained in the amended supplemental analyst package. In the Consolidated Balance Sheet included in this amendment, we revised (in thousands), as of March 31, 2006, the following line items in our Assets section: cash and cash equivalents of $168,007, accounts receivable, net, of $148,907, total assets of $7,043,563, and the following line items in our Liabilities and Stockholders’ Equity section: minority interest of limited partnership unitholders was $87,973, total minority interests of $1,188,617, common equity of $1,764,071, total stockholders’ equity of $1,939,402 and total liabilities and stockholders’ equity of $7,043,563, not $158,067, $151,864, $7,036,580, $87,641, $1,188,285, $1,757,420, $1,932,751 and $7,036,580, respectively, as originally reported on our Current Report on Form 8-K filed on April 12, 2006.

CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

		As of
		March 31, 2006				December 31, 2005
Assets
Investments in real estate:
Total investments in properties		$	6,913,524			$	6,798,294
Accumulated depreciation			(736,760	)			(697,388	)
Net investments in properties			6,176,764				6,100,906
Investments in unconsolidated joint ventures			118,472				118,653
Properties held for contribution, net			266,311				32,755
Properties held for divestiture, net			31,201				17,936
Net investments in real estate			6,592,748				6,270,250
Cash and cash equivalents			168,007				267,233
Mortgages and loans receivable			21,589				21,621
Accounts receivable, net			148,907				178,682
Other assets			112,312				64,953
Total assets		$	7,043,563			$	6,802,739
Liabilities and Stockholders’ Equity
Secured debt		$	1,917,805			$	1,912,526
Unsecured senior debt securities			950,937				975,000
Unsecured credit facilities			734,110				490,072
Other debt			63,543				23,963
Accounts payable and other liabilities			249,149				263,744
Total liabilities			3,915,544				3,665,305
Minority interests:
Joint venture partners			899,658				853,643
Preferred unitholders			200,986				278,378
Limited partnership unitholders			87,973				89,114
Total minority interests			1,188,617				1,221,135
Stockholders’ equity:
Common equity			1,764,071				1,740,751
Preferred equity			175,331				175,548
Total stockholders’ equity			1,939,402				1,916,299
Total liabilities and stockholders’ equity		$	7,043,563			$	6,802,739

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.