UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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): February 16, 2007
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) |
Pier 1, Bay 1, San Francisco, California 94111
(Address of Principal Executive Offices) (Zip Code)
415-394-9000
(Registrant’s 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 1.01. Entry into a Material Definitive Agreement.
On January 29, 2007, the 7.75% Series D Cumulative Redeemable Preferred Units of AMB Property
II, L.P., a Delaware limited partnership and our subsidiary, were transferred from one
institutional investor to another institutional investor. In connection with that transfer, AMB
Property II, L.P. agreed to amend the terms of the Series D Preferred Units
to, among other things, change the rate applicable to the Series D Preferred Units from 7.75% to
7.18% and change the date prior to which the Series D Preferred Units may not be redeemed from May
5, 2004 to February 22, 2012. The Fourteenth Amended and Restated Agreement of Limited Partnership
of AMB Property II, L.P., dated February 22, 2007, reflects the amendment and restatement of the Thirteenth Amended and Restated Agreement of
Limited Partnership of AMB Property II, L.P. to effect these changes to the Series D Preferred
Units. A copy of the Fourteenth Amended and Restated Agreement of Limited Partnership of AMB
Property II, L.P., dated February 22, 2007 is attached to this report as Exhibit 10.1 and
incorporated by reference in this report.
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| Item 5.03. |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 16, 2007, we amended and restated our bylaws to, among other things, remove the
terms providing for a plurality vote as the standard in the election of directors in uncontested
elections and to provide instead for the election of directors by a majority vote in uncontested
elections. A copy of the amended and restated bylaws is attached to this report as Exhibit 3.2 and
incorporated by reference in this report.
On February 22, 2007, in connection with the transfer of the 7.75% Series D Cumulative
Redeemable Preferred Units of AMB Property II, L.P. described above, we filed with the State
Department of Assessments and Taxation of Maryland Articles Supplementary Reestablishing and
Refixing the Rights and Preferences of the 7.75% Series D Cumulative Redeemable Preferred Stock as
7.18% Series D Cumulative Redeemable Preferred Stock, a copy of which is attached to this report as
Exhibit 3.1 and is incorporated by reference in this report. We amended the terms of the Series D
Preferred Stock to, among other things, reflect the change in the rate applicable to Series D
Preferred Stock from 7.75% to 7.18 % and the change in the date prior to which Series D Preferred
Stock may not be redeemed from May 5, 2004 to February 22,
2012.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed as part of this report: