<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-11
------------------------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
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:
<TABLE>
<S> <C>
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
</TABLE>
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. [ ]
- ------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
=================================================================================================
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
- -------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value per share........ 2,300,000 $21.00 $48,300,000 $14,637
=================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act of 1933.
------------------------
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.
================================================================================
<PAGE> 2
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.
2
<PAGE> 3
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
------------------------------------
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------- --------------------------------- -------------------
<S> <C> <C>
/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)
</TABLE>
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- ------------------------------------------------------------------------------------
<C> <S>
*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).
</TABLE>
- ---------------
* Filed herewith
<PAGE> 1
EXHIBIT 5.1
[BALLARD SPAHR ANDREWS & INGERSOLL LETTERHEAD]
November 21, 1997
AMB Property Corporation
505 Montgomery Street
San Francisco, California 94111
Re: AMB Property Corporation, a Maryland corporation to be formed,(the
"Company") - Registration Statement on Form S-11 pertaining to
Thirteen Million Eight Hundred Thousand (13,800,000) shares (the
"Original Shares") of common stock, par value one cent ($.01) per
share ("Common Stock") and Rule 462(b) Registration Statement
pertaining to 2,300,000 additional shares of Common Stock (the
"Additional Shares")
Ladies and Gentlemen:
In connection with the registration by the Company under the Securities Act
of 1933, as amended (the "Act") of the Original Shares on Form S-11 filed with
the Securities and Exchange Commission (the "Commission") on or about September
18, 1997, as amended, and the Additional Shares on an abbreviated registration
statement pursuant to Rule 462(b) filed, or to be filed, with the Commission on
or about November 21, 1997 (the "Rule 462(b) Registration Statement"), you have
requested our opinion with respect to the matters set forth below.
We have acted as special Maryland corporate counsel to the Company in
connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Company and for purposes of this letter, we
have examined the following documents: (i) the corporate charter of the Company
(the "Charter") represented by a copy of the Articles of Incorporation which
are to be filed with the State Department of Assessments and Taxation of
Maryland (the "SDAT") on or before November 26, 1997 (the actual date of such
filing is hereinafter referred to as the "Incorporation Date"); (ii) the bylaws
of the Company (the "Bylaws") which are to be adopted on the Incorporation Date;
(iii) resolutions of the Board of Directors of the Company (the "Directors'
Resolutions"), and resolutions of the sole stockholder
<PAGE> 2
BALLARD SPAHR ANDREWS & INGERSOLL
AMB Property Corporation
November 21, 1997
Page 2
of the Company (the "Stockholder's Resolutions") which are to be adopted on the
Incorporation Date; (iv) the Registration Statement; and (v) such other
documents and matters as we have deemed necessary or appropriate to express the
opinions set forth in this letter, subject to the assumptions, limitations and
qualifications stated herein.
In reaching the opinions set forth below, we have assumed the following:
(a) all documents submitted to us as originals are authentic; all documents
submitted to us as certified, facsimile or photostatic copies conform to the
original documents; all signatures on all documents submitted to us for
examination are genuine; all statements and information contained therein are
true and correct; and all public records reviewed are accurate and complete; (b)
the Company will be incorporated by the filing of the Charter, in the form
reviewed by us with no modifications or revisions, with the SDAT, and the
acceptance of the Charter for record by the SDAT on the Incorporation Date; (c)
the Bylaws and the Directors' Resolutions, in the forms reviewed by us with no
modifications or revisions, will be duly adopted by the Board of Directors of
the Company on the Incorporation Date, subsequent to the incorporation of the
Company, and the actions authorized by the Directors' Resolutions will be
carried out by the Company in a timely manner including, but not limited to, the
issuance of shares of stock to the sole stockholder of the Company on the
Incorporation Date; (d) the Stockholder's Resolutions, in the form reviewed by
us with no modifications or revisions, will be duly adopted by the sole
stockholder of the Company on the Incorporation Date, subsequent to the
incorporation of the Company and the adoption of the Directors' Resolutions; and
(e) none of the Additional Shares will be issued or transferred in violation of
the provisions of Section (e) of Article IV of the Charter entitled
"Restrictions on Ownership and Transfer to Preserve Tax Benefits."
Based on the foregoing, and subject to the assumptions and qualifications
set forth herein, it is our opinion that as of the Incorporation Date, the
Additional Shares will have been duly authorized by all necessary corporate
action on the part of the Company, and the Additional Shares will, upon issuance
and delivery in accordance with and subject to the terms and conditions
described in the Registration Statement against payment of the purchase price
therefore as determined by the Board of Directors of the Company or a committee
thereof, be validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the Rule 462(b) Registration
<PAGE> 3
BALLARD SPAHR ANDREWS & INGERSOLL
AMB Property Corporation
November 21, 1997
Page 3
Statement, and further consent to the filing of this opinion as an exhibit to
the applications to securities commissioners for the various states of the
United States for registration of the Shares. We also consent to the
identification of our firm as Maryland counsel to the Company in the section
of the Prospectus (which is part of the Registration Statement) entitled "Legal
Matters."
The opinions expressed herein are limited to the laws of the State of
Maryland and we express no opinion concerning any laws other than the laws of
the State of Maryland. Furthermore, the opinions presented in this letter are
limited to the matters specifically set forth herein and no other opinion shall
be inferred beyond the matters expressly stated.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL
<PAGE> 1
EXHIBIT 8.1
<TABLE>
<S> <C> <C>
LATHAM & WATKINS
ATTORNEYS AT LAW
633 WEST FIFTH STREET, SUITE 4000
CHICAGO OFFICE LOS ANGELES, CALIFORNIA 90071-2007 ORANGE COUNTY OFFICE
-------------- TELEPHONE (213) 485-1234 --------------------
SEARS TOWER, SUITE 5800 FAX (213) 891-8763 650 TOWN CENTER DRIVE, SUITE 2000
CHICAGO, ILLINOIS 60606 COSTA MESA, CALIFORNIA 92626-1925
TELEPHONE (312) 876-7700 TELEPHONE (714) 540-1235
FAX (312) 993-9767 __________ FAX (714) 755-8290
HONG KONG OFFICE SAN DIEGO OFFICE
---------------- ----------------
23RD FLOOR PAUL R. WATKINS (1899 - 1973) 701 "B" STREET, SUITE 2100
STANDARD CHARTERED BANK BUILDING DANA LATHAM (1898 - 1974) SAN DIEGO, CALIFORNIA 92101-8197
4 DES VOEUX ROAD CENTRAL, HONG KONG TELEPHONE (619) 236-1234
TELEPHONE + 852-2905-6400 __________ FAX (619) 696-7419
FAX + 852-2905-6940
SAN FRANCISCO OFFICE
LONDON OFFICE ---------------------
------------- 505 MONTGOMERY STREET, SUITE 1900
ONE ANGEL COURT SAN FRANCISCO, CALIFORNIA 94111-2562
LONDON EC2R 7HJ ENGLAND TELEPHONE (415) 391-0600
TELEPHONE + 44-171-374 4444 FAX (415) 395-8095
FAX + 44-171-374 4460
SILICON VALLEY OFFICE
MOSCOW OFFICE ---------------------
------------- 75 WILLOW ROAD
ULITSA GASHEKA, 7, DUCAT II, 9th Floor MENLO PARK, CALIFORNIA 94025-3656
MOSCOW, RUSSIA 125047 TELEPHONE (650) 328-4600
TELEPHONE + 7-095 785-1234 FAX (650) 463-2600
FAX + 7-095 785-1235
TOKYO OFFICE
NEW JERSEY OFFICE ------------
----------------- INFINI AKASAKA, MINATO-KU
ONE NEWARK CENTER TOKYO 107, JAPAN
NEWARK, NEW JERSEY 07101-3174 TELEPHONE +813-3423-3970
TELEPHONE (973) 639-1234 FAX +813-3423-3971
FAX (973) 639-7298
WASHINGTON, D.C. OFFICE
NEW YORK OFFICE -----------------------
--------------- 1001 PENNSYLVANIA AVE., N.W., SUITE 1300
885 THIRD AVENUE, SUITE 1000 WASHINGTON, D.C. 20004-2505
NEW YORK, NEW YORK 10022-4802 TELEPHONE (202) 637-2200
TELEPHONE (2122) 906-1200 FAX (202) 637-2201
FAX (212) 751-4864
</TABLE>
November 21, 1997
AMB Property Corporation
505 Montgomery Street
San Francisco, California 94111
Re: Registration Statement of AMB Property Corporation under Rule 462(b)
Federal Income Tax Consequences
-------------------------------
Ladies and Gentlemen:
We have acted as tax counsel to AMB Property Corporation, a Maryland
corporation (the "Company"), in connection with its sale of up to 2,300,000
shares of common stock of the Company pursuant to a registration statement,
under Rule 462(b) of the Securities Act of 1933, filed with the Securities and
Exchange Commission on November 21, 1997 (including each document incorporated
by reference therein, the "Registration Statement"), in connection with the
registration statement of the Company on Form S-11, filed with the Securities
and Exchange Commission on September 18, 1997 (file number 333-35915), as
amended as of the date hereof.
You have requested our opinion concerning certain of the Federal income
tax consequences to the Company and the purchasers of the securities described
above in connection with the sale described above. This opinion is based on
various facts and assumptions, including the facts set forth in the Registration
Statement concerning the business, properties and governing documents of the
Company and AMB Property, L.P. (the "Operating Partnership"), and their
subsidiaries. We have also been furnished with, and with your consent have
relied upon, (i) certain representations made by the Company and the Operating
Partnership with respect to certain factual matters through a certificate of an
officer
<PAGE> 2
LATHAM & WATKINS
AMB Property Corporation
November 21, 1997
Page 2
of the Company (the "Officer's Certificate"), (ii) certain representations made
by AMB Institutional Realty Advisors, Inc., a California corporation ("AMBIRA"),
with respect to certain factual matters through a certificate of an officer of
AMBIRA (the "AMBIRA Officer's Certificate"), (iii) certain representations made
by AMB Investments, Inc., a California corporation ("AMBII"), with respect to
certain factual matters through a certificate of an officer of AMBII (the "AMBII
Officer's Certificate"), and (iv) certain representations (collectively, the
"Proxy Representations") made by AMB Current Income Fund, Inc., a Maryland
corporation ("CIF"), AMB Value Added Fund, Inc., a Maryland corporation ("VAF"),
and Western Properties Fund-I, a California limited partnership, as set forth in
Exhibit I to that certain Joint Proxy Statement/Offering Memorandum/Consent
Solicitation dated as of July 17, 1997 (the "Proxy"). With respect to certain
matters relating to CIF and VAF (and their successors), we have relied upon the
opinion of Morrison & Foerster, counsel to CIF and VAF (and such successors),
dated November 21, 1997. With respect to matters of Maryland law, we have relied
upon the opinion of Ballard Spahr Andrews & Ingersoll, counsel for the Company,
dated November 21, 1997. With respect to certain matters relating to the tax
status of certain shareholders of AMBIRA, we have relied upon the opinion of
Farella Braun & Martel LLP, counsel for such shareholders, dated November 21,
1997.
In our capacity as tax counsel to the Company, we have made such legal
and factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion. In our examination, we have assumed
the authenticity of all documents submitted to us as originals, the genuineness
of all signatures thereon, the legal capacity of natural persons executing such
documents and the conformity to authentic original documents of all documents
submitted to us as copies.
We are opining herein as to the effect on the subject transaction only
of the Federal income tax laws of the United States and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
Federal laws, the laws of any state or other jurisdiction or as to any matters
of municipal law or the laws of any other local agencies within any state.
Based on such facts, assumptions and representations, it is our opinion
that:
1. Commencing with the Company's taxable year ending December 31, 1997,
the Company will be organized in conformity with the requirements for
qualification as a "real estate investment trust" under the Internal Revenue
Code of 1986, as amended (the "Code"), and its proposed method of operation, as
described in the representations of the Company and the Operating Partnership
referred to above, will enable the Company to meet the requirements for
qualification and taxation as such a real estate investment trust.
<PAGE> 3
LATHAM & WATKINS
AMB Property Corporation
November 21, 1997
Page 2
2. The Operating Partnership will be treated as a partnership for
Federal income tax purposes (and not as an association or publicly traded
partnership taxable as a corporation).
3. Commencing with AMBIRA's taxable year ending December 31, 1989,
AMBIRA has qualified for taxation as an "S corporation" (as such term is defined
in Section 1361(a)(1) of the Code) for Federal income tax purposes and will
continue to so qualify through the date of its revocation of its election to be
taxed as an S corporation as a part of the Formation Transactions (as such term
is defined in the Registration Statement).
4. The statements in the Registration Statement set forth under the
caption "Federal Income Tax Consequences" to the extent such information
constitutes matters of law, summaries of legal matters, or legal conclusions,
have been reviewed by us and are accurate in all material respects.
No opinion is expressed as to any matter not discussed herein.
This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the representations described
above, including in the Registration Statement, the Officer's Certificate, the
AMBIRA Officer's Certificate, the AMBII Officer's Certificate or the Proxy
Representations, may affect the conclusions stated herein. Moreover, the
Company's qualification and taxation as a real estate investment trust depends
upon the Company's ability to meet (through actual annual operating results,
distribution levels and diversity of stock ownership) the various qualification
tests imposed under the Code, the results of which have not been and will not be
reviewed by Latham & Watkins. Accordingly, no assurance can be given that the
actual results of the Company's operation for any one taxable year will satisfy
such requirements.
This opinion is rendered only to you, and is solely for your use and the
use of your shareholders in connection with the transactions set forth in the
Registration Statement. This opinion may not be relied upon by you or your
shareholders for any other purpose, or furnished to, quoted to, or relied upon
by any other person, firm or corporation, for any purpose, without our prior
written consent. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports, AMB Contributed Properties, dated October 17, 1997, AMB Institutional
Realty Advisors, dated October 17, 1997, Pending Acquisition Properties dated
October 29, 1997, 1997 Acquired Properties, dated October 17, 1997, and 1996
Acquired Properties, dated November 7, 1997, included in this Registration
Statement of AMB Property Corporation on Form S-11, dated November 21, 1997.
/s/ ARTHUR ANDERSEN LLP
November 21, 1997
