AMB PROPERTY LP
8-K, 2000-11-02
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): October 23, 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 October 23, 2000, we priced $50 million aggregate principal amount of
our senior unsecured notes under the medium-term note program that we commenced
on August 15, 2000. The notes, which mature on November 1, 2010 and bear
interest at a rate of 8.00% per annum, were sold to Morgan Stanley Dean Witter,
as principal, with a settlement date of October 26, 2000.

     On October 25, 2000, we priced $25 million aggregate principal amount of
senior unsecured notes under the medium-term note program that we commenced on
August 15, 2000. These notes were issued in addition to and were combined with
the $50 million aggregate principal amount of senior unsecured notes that we
priced on October 23, 2000, as described above. The additional $25 million
aggregate principal amount of notes were sold to J.P. Morgan Securities Inc., as
principal, with a settlement date of October 26, 2000 and have the same maturity
date, interest rate and other terms as the initial $50 million aggregate
principal amount of notes. AMB Property Corporation, our general partner, has
guaranteed the full $75 million aggregate principal amount of senior unsecured
notes.

     After deducting Morgan Stanley's and J.P. Morgan Securities Inc.'s .625%
commission on the respective trades, we received net proceeds of $49,687,500 and
$24,843,750, from the $50 million aggregate principal amount of notes and the
$25 million aggregate principal amount of notes, respectively. We intend to use
these net proceeds 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. The forward-looking statements include statements regarding the intended
use of the proceeds from the issuance of the notes. 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, L.P.
                                            (Registrant)


Date:  November 1, 2000                  By:/s/ Tamra Browne
                                            -----------------------------------
                                             Tamra Browne
                                             Vice President and General Counsel


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