AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-11
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMB PROPERTY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENTS)
505 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(SUCCESSOR TO AMB INSTITUTIONAL REALTY ADVISORS, INC.)
S. DAVIS CARNIGLIA
MANAGING DIRECTOR,
CHIEF FINANCIAL OFFICER AND GENERAL COUNSEL
AMB PROPERTY CORPORATION
505 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94111
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Copies to:
EDWARD SONNENSCHEIN, JR., ESQ. KENNETH M. DORAN, ESQ.
J. SCOTT HODGKINS, ESQ. GIBSON, DUNN & CRUTCHER LLP
LATHAM & WATKINS 333 SOUTH GRAND AVENUE
633 WEST FIFTH STREET LOS ANGELES, CALIFORNIA 90071
LOS ANGELES, CALIFORNIA 90071 (213) 229-7000
(213) 485-1234
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement of the same offering. [X] Reg. No. 333-35915
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BEING REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, $.01 par
value per share........ 2,300,000 $21.00 $48,300,000 $14,637
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act of 1933.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The information in the Registration Statement originally filed by AMB
Property Corporation with the Securities and Exchange Commission ("SEC") on
September 18, 1997 (File No. 333-35915), as amended by Amendment No. 1 filed
with the SEC on October 24, 1997, Amendment No. 2 filed with the SEC on November
4, 1997, Amendment No. 3 filed with the SEC on November 14, 1997 and Amendment
No. 4 filed with the SEC on November 20, 1997, pursuant to the Securities Act of
1933, as amended, is incorporated by reference into this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of San Francisco, State of California, on the 21st day of
November, 1997.
AMB PROPERTY CORPORATION
By: /s/ HAMID R. MOGHADAM
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Hamid R. Moghadam
President and Chief Executive Officer
Date: November 21, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Douglas D. Abbey, Hamid R. Moghadam, T. Robert
Burke and S. Davis Carniglia, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ T. ROBERT BURKE Chairman of the Board and November 21, 1997
- --------------------------------- Director
T. Robert Burke
/s/ HAMID R. MOGHADAM President, Chief Executive November 21, 1997
- --------------------------------- Officer and Director (Principal
Hamid R. Moghadem Executive Officer)
/s/ DOUGLAS D. ABBEY Chairman of Investment Committee November 21, 1997
- --------------------------------- and Director
Douglas D. Abbey
/s/ S. DAVIS CARNIGLIA Managing Director, Chief November 21, 1997
- --------------------------------- Financial Officer and General
S. Davis Carniglia Counsel (Principal Financial
Officer and Principal Accounting
Officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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*5.1 Opinion of Ballard Spahr Andrews & Ingersoll regarding the validity of the Common
Stock being registered.
*8.1 Opinion of Latham & Watkins regarding certain Federal income tax matters.
*23.1 Consent of Latham & Watkins (filed with Exhibit 8.1).
*23.2 Consent of Ballard Spahr Andrews & Ingersoll (filed with Exhibit 5.1).
*23.3 Consent of Arthur Andersen LLP.
*24.1 Power of Attorney (included on the signature page hereof).
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* Filed herewith