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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 2 TO
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.
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(Exact name of registrant as specified in its charter)
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Delaware 001-14245 94-3285362
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
Incorporation) Number)
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505 Montgomery Street, San Francisco, California 94111
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(Address of principal executive offices) (Zip Code)
415-394-9000
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(Registrants' telephone number, including area code)
n/a
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(former name or former address, if changed since last report)
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This amendment is filed herewith solely to include Exhibits 1.1, 4.1, 4.2
and 4.3, which were inadvertently omitted in the original Form 8-K/A filed on
November 9, 2000.
ITEM 5. OTHER EVENTS
On August 15, 2000, we commenced a medium-term note program for the
possible issuance, from time to time, of up to $400,000,000 of medium-term
notes, which will be guaranteed by AMB Property Corporation, our general
partner, pursuant to a Registration Statement on Form S-3, File No. 333-68283,
declared effective by the Securities and Exchange Commission on December 17,
1998, and supplemented by a prospectus supplement dated August 15, 2000. The
medium-term notes are issuable pursuant to an Indenture by and among us, AMB
Property Corporation and State Street Bank and Trust Company of California,
N.A., as trustee, dated as of June 30, 1998, as supplemented by the First
Supplemental Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture, each dated as of June 30, 1998, and the Fourth
Supplemental Indenture, dated as of August 15, 2000.
On August 15, 2000, we entered into a Distribution Agreement (the form of
which is attached hereto as Exhibit 1.1) with AMB Property Corporation, Morgan
Stanley & Co. Incorporated, Banc of America Securities LLC, Banc One Capital
Markets, Inc., Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc.,
pursuant to which we appointed each of them as our agent for the purpose of
soliciting and receiving offers to purchase the medium-term notes from us. In
addition, any agent may also purchase medium-term notes as principal pursuant to
a terms agreement relating to the applicable sale.
We are filing with this amendment the Distribution Agreement, the Fourth
Supplemental Indenture, which sets forth the terms of the medium-term notes, a
form of fixed rate medium-term note and a form of floating rate medium-term
note.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
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Exhibit
Number Description
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1.1 Distribution Agreement dated August 15, 2000 by and among
AMB Property, L.P., AMB Property Corporation, Morgan Stanley
& Co. Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Chase Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities
Inc. and Salomon Smith Barney Inc.
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4.1 Fourth Supplemental Indenture, by and among AMB Property,
L.P., AMB Property Corporation and State Street Bank and
Trust Company of California, N.A., as trustee.
4.2 Form of Fixed Rate Medium-Term Note, attaching the Form of
Parent Guarantee.
4.3 Form of Floating Rate Medium-Term Note, attaching the Form of
Parent Guarantee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this amendment 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: November 14, 2000 By: /s/ Tamra Browne
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Tamra Browne
Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit
No. Description
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1.1 Distribution Agreement dated August 15, 2000 by and among
AMB Property, L.P., AMB Property Corporation, Morgan Stanley
& Co. Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Chase Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities
Inc. and Salomon Smith Barney Inc.
4.1 Fourth Supplemental Indenture, by and among AMB Property,
L.P., AMB Property Corporation and State Street Bank and
Trust Company of California, N.A., as trustee.
4.2 Form of Fixed Rate Medium-Term Note.
4.3 Form of Floating Rate Medium-Term Note.
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