AMB PROPERTY CORP
8-K, 2000-09-15
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): September 8, 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
         Incorporation)                                               Identification Number)
</TABLE>


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

                                  415-394-9000
               --------------------------------------------------
              (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 September 8, 2000, AMB Property, L.P., in which we are the sole
general partner, priced $25 million aggregate principal amount of senior
unsecured notes under the medium-term note program that it commenced on August
15, 2000. These notes were issued in addition to and were combined with the $30
million aggregate principal amount of senior unsecured notes that AMB Property,
L.P. issued on August 18, 2000. The additional $25 million aggregate principal
amount of notes were sold to Morgan Stanley Dean Witter, as principal, with a
settlement date of September 13, 2000 and have the same maturity date, interest
rate and other terms as the initial $30 million aggregate principal amount of
notes. We have guaranteed the full $55 million aggregate principal amount of
senior unsecured notes.

        After deducting Morgan Stanley's .600% commission and including
$137,586.81 of accrued interest from August 18, 2000, the date of issuance of
the initial $30 million aggregate principal amount of notes, to September 13,
2000, the date of delivery of the $25 million aggregate principal amount of
notes, AMB Property, L.P. received net proceeds of $24,987,586.81. AMB Property,
L.P. intends to use these net proceeds 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:   September 15, 2000               By: /s/ Tamra Browne
                                            ------------------------------------
                                            Tamra Browne
                                            Vice President and General Counsel






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