AMB PROPERTY LP
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, L.P.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                <C>                               <C>
           Delaware                      001-14245                             94-3285362
-------------------------------   ------------------------         ---------------------------------
(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
              ----------------------------------------------------
              (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, we priced $30 million of senior unsecured notes
under the medium-term note program that we commenced on August 15, 2000. The
notes were sold to Morgan Stanley Dean Witter as principal with a settlement
date of August 18, 2000. AMB Property Corporation, our general partner, has
guaranteed the notes, which mature on August 20, 2007 and bear interest at a
rate of 7.925% per annum.

         We intend 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 our
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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<PAGE>   3


                                   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, L.P.
                                              (Registrant)

                                       By: AMB Property Corporation,
                                           its General Partner

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




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