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): February 28, 2007
AMB PROPERTY CORPORATION
(Exact Name of Registrant as Specified in 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) |
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Pier 1, Bay 1, San Francisco, California 94111
(Address of Principal Executive Offices) (Zip Code) |
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415-394-9000
(Registrant’s telephone number, including area code) |
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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 8.01. Other Events.
On February 28, 2007, we entered into an underwriting agreement with Banc of America
Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as
representatives of the several underwriters named in Schedule I thereto, in connection with the
offer and sale by us of 8,000,000 shares of our common stock, par value $0.01 per share, at a price
of $58.78 per share. We have granted the underwriters an option to purchase up to 1,200,000
additional shares of our common stock to cover over-allotments. We expect to receive net proceeds
from this offering of approximately $450.8 million after deducting underwriting discounts and
commissions and estimated transaction expenses payable by us of approximately $0.6 million. The
shares are being offered and sold under a prospectus supplement and related prospectus filed with
the U.S. Securities and Exchange Commission pursuant to our shelf registration statement on Form S-3
(File No. 333-140861). The offering is scheduled to close on March 6, 2007, subject to specified
closing conditions. A copy of the underwriting agreement is attached as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
On February 28, 2007, we issued a press release entitled “AMB Property Corporation Announces
Pricing of Common Stock Offering,” a copy of which is filed as an exhibit to and incorporated by
reference into this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report:
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| Exhibit |
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Description |
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1.1
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Underwriting Agreement, dated February 28, 2007, by and among AMB Property
Corporation and Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan
Stanley & Co. Incorporated, as representatives of the several underwriters named in
Schedule I thereto. |
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99.1
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AMB Property Corporation Press Release dated February 28, 2007. |
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.
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AMB Property Corporation
(Registrant)
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| Date: March 2, 2007 |
By: |
/s/ Tamra D. Browne
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Tamra D. Browne |
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Senior Vice President,
General Counsel and Secretary |
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