AMB PROPERTY CORP
8-K, 1998-01-13
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                       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: December 31, 1997
                        (Date of earliest event reported)




                            AMB PROPERTY CORPORATION
             (Exact name of registrant as specified in its charter)



           MARYLAND                 COMMISSION FILE:           94-3281941
 (State or other jurisdiction           1-13545             (I.R.S. Employer
     of incorporation or                                  Identification No.)
        organization)





                              505 MONTGOMERY STREET
                                   FIFTH FLOOR
                         SAN FRANCISCO, CALIFORNIA 94111
          (Address of principal executive offices, including zip code)



                                 (415) 394-9000
              (Registrant's telephone number, including area code)




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ITEM 2.        ACQUISITION OR DISPOSITION OF ASSETS.


               On December 31, 1997, AMB Property Corporation (the "Company")
acquired a national industrial portfolio of 36 warehouse buildings, comprising
an aggregate of approximately 5.5 million square feet, at a purchase price of
$215 million, based on arm's length negotiations, plus related closing costs and
expenses. The properties were acquired from CP Institutional Partners I, Inc.,
an unaffiliated third party, as announced in a press release dated January 6,
1998, which press release is filed herewith as Exhibit 99.1 and incorporated
herein by this reference. The acquisition was financed by $65 million of
proceeds from the Company's initial public offering completed on November 26,
1997, and $150 million of borrowings under the Company's unsecured revolving
credit facility with a bank group led by Morgan Guaranty Trust Company of New
York. A description of the assets acquired was previously reported in the
Company's Registration Statement on Form S-11, as amended, declared effective by
the Securities and Exchange Commission on November 20, 1997.



                                    * * * * *











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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        (a)    Financial statements of businesses acquired.

               Previously reported in the Company's Registration Statement on
               Form S-11, as amended, declared effective by the Securities and
               Exchange Commission on November 20, 1997.

        (b)    Pro forma financial information.

               Previously reported in the Company's Registration Statement on
               Form S-11, as amended, declared effective by the Securities and
               Exchange Commission on November 20, 1997.

        (c)    Exhibits.

               Exhibit
                  No.        Description
               -------       -----------

                 99.1        Press Release dated January 6, 1998









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                                   SIGNATURES

               Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                    AMB PROPERTY CORPORATION


Date:  January 13, 1998             By:          /s/ S. DAVIS CARNIGLIA
                                        ----------------------------------------
                                        S. Davis Carniglia
                                        Managing Director, Vice President, Chief
                                        Financial Officer, General Counsel and
                                        Secretary













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                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                        SEQUENTIALLY
 EXHIBIT                                                                  NUMBERED
   NO.                DESCRIPTION                                           PAGE
 -------              -----------                                       ------------

  <S>                 <C>                                               <C>
  99.1                Press Release dated January 6, 1998

</TABLE>





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                                                                    EXHIBIT 99.1



                       AMB PROPERTY CORPORATION CLOSES ON
                  5.5 MILLION SQUARE FEET INDUSTRIAL PORTFOLIO

SAN FRANCISCO--(BUSINESS WIRE)--Jan. 6, 1998--AMB Property Corporation ("AMB")
(NYSE:AMB), today reported the closing of a national industrial portfolio
purchased from CP Institutional Partners I, Inc. on December 31, 1997. This
previously announced $215 million acquisition includes 36 warehouse buildings
totaling approximately 5.5 million square feet of space. AMB believes this is
one of the largest industrial property acquisitions completed in 1997.

"The acquisition of this portfolio supports AMB's strategy for growth through
acquisitions, and for building our national industrial warehouse company with
strategic positions in key hub and regional distribution markets," said Hamid
Moghadam, AMB's President and CEO.

With this purchase, AMB increased its local presence in nine of the Company's
existing markets: Baltimore/Washington D.C., Boston, Chicago, Dallas, Los
Angeles, Northern New Jersey, Orlando, San Francisco Bay Area, and Seattle; and
gained presence in two important new target markets: Cincinnati and Columbus.

AMB Property Corporation is a national real estate operating company focusing on
industrial properties and community shopping centers. AMB owns and operates over
390 buildings totaling 43.6 million square feet of space in 26 markets
nationwide. The Company went public on November 21, 1997.

Forward-looking statements and comments in this press release are made pursuant
to the safe-harbor provisions of Section 21E of the Securities Exchange Act of
1934. Such statements relating to, among other things, events, conditions and
financial trends that may affect the Company's future plans of operations,
business strategy, growth, results of operations and financial position are not
guarantees of future performance and are necessarily subject to risks and
uncertainties, some of which are significant in scope and nature. These risks
are discussed in the Company's Registration Statement on Form S-11, as amended,
filed with the Securities and Exchange Commission and declared effective on
November 20, 1997.

CONTACT: Jean C. Hurley of AMB Property Corporation, 415-394-9000.








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