AMB PROPERTY CORP
8-K, 2000-08-23
REAL ESTATE
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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 (date of earliest event reported): August 15, 2000


                            AMB PROPERTY CORPORATION

             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                           <C>                                  <C>
               Maryland                                001-13545                              94-3281941
    -------------------------------            ----------------------------         -------------------------------
    (State or other jurisdiction of             (Commission File Number)           (I.R.S. Employer Identification
             Incorporation)                                                                    Number)
</TABLE>


             505 Montgomery Street, San Francisco, California 94111
       -------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


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


                                       n/a
          -------------------------------------------------------------
          (former name or former address, if changed since last report)


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ITEM 5   OTHER EVENTS.

         On August 15, 2000, AMB Property, L.P., in which we are the sole
general partner, priced $30 million of senior unsecured notes under the
medium-term note program that it commenced on August 15, 2000. The notes were
sold to Morgan Stanley Dean Witter as principal with a settlement date of August
18, 2000. We have guaranteed the notes, which mature on August 20, 2007 and bear
interest at a rate of 7.925% per annum.

         AMB Property, L.P. intends to use the net proceeds of $29,820,000,
after Morgan Stanley's .600% commission, for general corporate purposes, which
may include the partial repayment of indebtedness, including amounts
outstanding under its unsecured credit facility, and the acquisition or
development of additional properties.

FORWARD LOOKING STATEMENTS

         Some of the information included in this report contains
forward-looking statements, such as statements pertaining to the use of proceeds
from the sale of the notes. Forward-looking statements involve numerous risks
and uncertainties and you should not rely on them as predictions of future
events. The events or circumstances reflected in forward-looking statements
might not occur. You can identify forward-looking statements by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seeks," "approximately," "intends," "plans," "pro forma," "estimates"
or "anticipates" or the negative of these words and phrases or similar words or
phrases. You can also identify forward-looking statements by discussions of
strategy, plans or intentions. Forward-looking statements are necessarily
dependent on assumptions, data or methods that may be incorrect or imprecise and
we may not be able to realize them. We caution you not to place undue reliance
on forward-looking statements, which reflect our analysis only and speak only as
of the date of this report or the dates indicated in the statements.


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                                   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.



                                         AMB Property Corporation
                                              (Registrant)


Date: August 22, 2000                    By:   /s/ Tamra Browne
                                           ---------------------------
                                             Tamra Browne
                                             Vice President and General Counsel

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