<PAGE> 1
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>
<CAPTION>
Delaware 001-14245 94-3285362
<S> <C> <C> <C>
----------------------------- ---------------------------- ------------------
(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)
<PAGE> 2
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 $4,000,000 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 current report 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:
<TABLE>
<CAPTION>
Exhibit
Number Description
------------- --------------------
<S> <C> <C>
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, attaching the Form of Parent
Guarantee.
4.3 Form of Floating Rate Medium-Term Note, attaching the Form of Parent
Guarantee.
</TABLE>
2
<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 16, 2000 By: /s/ Tamra Browne
----------------------------------
Tamra Browne
Vice President and
General Counsel
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C> <C>
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, attaching the Form of Parent Guarantee.
4.3 Form of Floating Rate Medium-Term Note, attaching the Form of Parent Guarantee.
</TABLE>
4
