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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. _______)*
AMB PROPERTY CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
00163T 10 9
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(CUSIP Number)
Lynne E. McNown
225 W. Randolph St.
HQ13A
Chicago, IL 60606
(312) 750-5322
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Herbert W. Krueger
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, IL 60603
(312)782-0600
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 6 pages
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CUSIP No. 00163T 10 9 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
AMERITECH PENSION TRUST
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
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5 SOLE VOTING POWER
NUMBER OF
SHARES 12,441,580 Shares
BENEFICIALLY ------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0- Shares
PERSON ------------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
12,441,580 Shares
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8 SHARED DISPOSITIVE POWER
-0- Shares
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,441,580 Shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.5%
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 pages
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Item 1(a). Name of Issuer:
AMB PROPERTY CORPORATION
Item 1(b). Address of Issuer's Principal Executive Offices:
505 Montgomery Street, San Francisco, California 94111
Item 2(a). Name of Person Filing:
AMERITECH PENSION TRUST (the "Trust")
Item 2(b). Address of Principal Business Office or, if none, residence:
c/o Ameritech Corporation, Attention: Director - Investment
Administration and Operation,
225 West Randolph Street, HQ13A, Chicago, Illinois 60606
Item 2(c). Citizenship:
Massachusetts
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value per share ("Shares")
Item 2(e). CUSIP Number:
00163T 10 9
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
check whether the person filing is a:
(a)[ ] Broker or dealer registered under Section 15 of the Act,
(b)[ ] Bank as defined in Section 3(a)(6) of the Act,
(c)[ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d)[ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e)[ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f)[X] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund, see 13d-1(b)(1)(ii)(F),
(g)[ ] Parent Holding Company, in accordance with Rule 13d-1(b)
(ii)(G), see Item 7,
(h)[ ] Group, in accordance with Rule 13d-1(b)(ii)(H).
Page 3 of 6 pages
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Item 4. Ownership.
(a) Amount Beneficially Owned:
The Trust beneficially owns 12,441,580 Shares.
(b) Percent of Class:
Approximately 14.5%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
The Trust has the sole power to vote or direct
the vote of 12,441,580 Shares.
The Trust is a pension trust sponsored by
Ameritech Corporation, a Delaware corporation
("Ameritech"), and is comprised of various
pension plans which were formed to provide
retirement and other benefits for certain
employees and retirees (including their
respective beneficiaries) of Ameritech, its
subsidiaries and certain predecessors.
Voting and investment decisions with respect to
the Shares are currently made by Ameritech's
Asset Management Committee, which has delegated
certain of its voting, investment and divestment
power over the Shares to the Chief Investment
Officer of Ameritech, or its delegate, acting
alone or in conjunction with a committee
comprised of the Director of Real Estate, the
Manager(s) of Real Estate, the Analyst of Real
Estate (if any) and a non real estate Director
of the Investment Management Department of
Ameritech.
(ii) Shared power to vote or to direct the vote:
None.
(iii) Sole power to dispose or to direct the disposition
of:
The Trust has the sole power to dispose or to
direct the disposition of 12,441,580 Shares.
See also Item 4(c)(i) above.
(iv) Shared power to dispose or to direct the disposition
of:
None.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Page 4 of 6 pages
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of a Group.
Not applicable.
Page 5 of 6 pages
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Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information in this statement is true, complete
and correct.
Date: December 10, 1997
AMERITECH PENSION TRUST
By: State Street Bank and Trust Company, as Trustee
By: /s/ John J. Muir
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Name: John J. Muir
Title: Vice President
Page 6 of 6 pages
