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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 29, 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
Incorporation) Identification 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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ITEM 5 OTHER EVENTS.
On August 29, 2000, AMB Property II, L.P., a partnership in which AMB
Property Holding Corporation, a wholly owned subsidiary of AMB Property
Corporation, owns an approximate 1% general partnership interest and we own an
approximate 99% common limited partnership interest, issued and sold 20,000
7.95% Series G cumulative redeemable preferred limited partnership units at a
price of $50.00 per unit in a private placement. AMB Property II, L.P. used the
gross proceeds of $1,000,000 to pay transaction expenses, including a placement
fee, and to repay advances from us in the amount of $990,000.
In addition, on September 1, 2000, AMB Property II, L.P. issued and
sold 840,000 8.125% Series H Cumulative Redeemable Preferred Limited Partnership
Units at a price of $50.00 per unit in a private placement. AMB Property II,
L.P. used the gross proceeds of $42,000,000 to pay transaction expenses,
including a placement fee, to repay advances from us in the amount of
approximately $32,400,000, and to make a loan to us in the amount of
approximately $8,600,000. We used the loan proceeds to partially repay amounts
owed under our unsecured credit facility and the remainder for general corporate
purposes.
SERIES G AND SERIES H PREFERRED UNITS
General. Each Series G preferred unit will be entitled to receive
cumulative preferential distributions from August 29, 2000 payable on or before
the 15th of January, April, July and October of each year, commencing October
15, 2000, at a rate of 7.95% per annum in preference to any payment made on any
other class or series of partnership interest of AMB Property II, L.P., other
than any class or series of partnership interest expressly designated as ranking
on parity with or senior to the Series G preferred units.
Each Series H preferred unit will be entitled to receive cumulative
preferential distributions from September 1, 2000 payable on or before the 25th
of March, June, September and December of each year, commencing September 25,
2000, at a rate of 8.125% per annum in preference to any payment made on any
other class or series of partnership interest of AMB Property II, L.P., other
than any class or series of partnership interest expressly designated as ranking
on parity with or senior to the Series H preferred units.
Ranking. The Series G and Series H preferred units rank on parity with
each other and with all classes or series of preferred partnership units
designated as ranking on a parity with such series of preferred units with
respect to distributions and rights upon liquidation, dissolution and winding-up
(including AMB Property II, L.P.'s Series C preferred units, Series D preferred
units, Series E preferred units and Series F preferred units), senior to all
classes or series of preferred partnership units designated as ranking junior to
such series of preferred units and junior to all other classes or series of
preferred partnership units designated as ranking senior to such series of
preferred units.
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Limited Consent Rights. For so long as any Series G preferred units or
Series H preferred units, respectively, remain outstanding, AMB Property II,
L.P. shall not, without the affirmative vote of the holders of at least
two-thirds of such series of preferred units:
- authorize, create or increase the authorized or issued amount
of any class or series of partnership interests ranking prior
to such series of preferred units with respect to payment of
distributions or rights upon liquidation, dissolution or
winding-up or reclassify any partnership interests of AMB
Property II, L.P. into any such partnership interest, or
create, authorize or issue any obligations or security
convertible into or evidencing the right to purchase any such
partnership interests,
- authorize or create, or increase the authorized or issued
amount of any preferred units ranking on a parity with such
series of preferred units or reclassify any partnership
interest of AMB Property II, L.P. into any such partnership
interest or create, authorize or issue any obligations or
security convertible into or evidencing the right to purchase
any such partnership interests but only to the extent such
parity preferred units are issued to an affiliate of AMB
Property II, L.P., other than its general partner or us to the
extent the issuance of such interests was to allow its general
partner or us to issue corresponding preferred stock or
preferred interests to persons who are not affiliates of AMB
Property II, L.P., or
- either (1) consolidate, merge into or with, or convey,
transfer or lease its assets substantially as an entirety to,
any corporation or other entity or (2) amend, alter or repeal
the provisions of AMB Property II, L.P.'s partnership
agreement, whether by merger, consolidation or otherwise, in
each case in a manner that would materially and adversely
affect the powers, special rights, preferences, privileges or
voting power of such series of preferred units or the holders
of such series of preferred units.
With respect to the occurrence of any of the events set forth in the
third bullet point above, so long as AMB Property II, L.P. is either the
surviving entity and preferred units of such series remain outstanding with the
terms materially unchanged or the resulting, surviving or transferee entity is a
partnership, limited liability company or like entity organized under the laws
of any state and substitutes for the preferred units of such series other
partnership interests having substantially the same terms and rights as such
series of preferred units, the occurrence of any such event will not be
considered to materially and adversely affect rights, preferences, privileges or
voting powers of holders of such series of preferred units. Any increase in the
amount of partnership interests or the creation or issuance of any other class
or series of partnership interests, in each case ranking on a parity with or
junior to the preferred units of such
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series will not be considered to materially and adversely affect such rights,
preferences, privileges or voting powers.
Limited Management Rights. If distributions on any Series G preferred
units or Series H preferred units remain unpaid for six or more quarterly
periods (whether or not consecutive), subject to the rights of any holders of
future preferred units ranking on a parity with the Series G preferred units or
Series H preferred units, respectively, the holders of the Series G or Series H
preferred units, as applicable, may assume certain rights to manage AMB Property
II, L.P. for the sole purpose of enforcing AMB Property II, L.P.'s rights and
remedies against obligees of AMB Property II, L.P. or others from whom AMB
Property II, L.P. may be entitled to receive cash or other assets, until all
distributions accumulated on such series of preferred units for all past
quarterly periods and distributions for the then-current quarterly period have
been fully paid or declared and a sum sufficient for the payment of such
dividends irrevocably set aside in trust for payment in full.
Redemption and Exchange. Beginning August 29, 2005 for the Series G
preferred units and September 1, 2005 for the Series H preferred units, such
series of preferred units may be redeemed by AMB Property II, L.P. out of
proceeds from issuances of AMB Property Corporation's capital stock at a
redemption price equal to $50.00 per unit, plus all accrued and unpaid
distributions to the date of redemption. Beginning August 29, 2010, the Series G
preferred units, and September 1, 2010 the Series H preferred units, may be
exchanged, in whole but not in part, into shares of AMB Property Corporation's
7.95% Series G cumulative redeemable preferred stock and 8.125% Series H
cumulative redeemable preferred stock, respectively, at the option of 51% of the
holders of the respective series. In addition, the Series G preferred units and
the Series H preferred units may be exchanged, in whole but not in part, into
shares of preferred stock of the respective series at any time at the option of
51% of the holders of the respective series if:
- distributions on the applicable series of preferred units have
not been made for six prior quarterly distribution periods,
whether or not consecutive, or
- AMB Property Holding Corporation or one of its subsidiaries
takes the position, and a holder or holders of the applicable
series of preferred units receive an opinion of independent
counsel, that AMB Property II, L.P. is, or upon the happening
of a certain event likely will be, a "publicly traded
partnership" within the meaning of the Internal Revenue Code.
In addition, the Series G preferred units and the Series H preferred
units may be exchanged, in whole but not in part, at the option of 51% of the
holders of the respective series, after August 29, 2003 and prior to August 29,
2010 and after September 1, 2003 and prior to September 1, 2010, respectively,
if the preferred units of such series would not be considered "stock and
securities" for federal income tax purposes.
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In addition, the Series G preferred units may be exchanged, in whole
but not in part, at the option of 51% of the holders, at any time that there
exists an imminent and substantial risk that such holders' interest in AMB
Property II, L.P. represents or will represent more than 19.0% of the total
profits of or capital interests in AMB Property II, L.P. for a taxable year.
Furthermore, the Series G preferred units may be exchanged, in whole
but not in part, at the option of 51% of the holders, if the Series G preferred
units are held by a real estate investment trust and excluding the effect of
certain loans and advances, from time to time, from AMB Property II, L.P. to us
or any other affiliate or related entity for purposes of the 5% test of Section
856(c)(4)(B) of the Internal Revenue Code, either (A) AMB Property II, L.P. is
advised by independent counsel that, based on the assets and income of AMB
Property II, L.P. for a taxable year after 1999, it would not satisfy the income
and assets tests of Section 856 of the Internal Revenue Code for such taxable
year if it were a real estate investment trust within the meaning of the
Internal Revenue Code; or (B) the holder of the Series G preferred units shall
deliver an opinion of independent counsel to the effect that, based on the
assets and income of AMB Property II, L.P. for a taxable year after 1999, AMB
Property II, L.P. would not satisfy the income and assets tests of Section 856
of the Internal Revenue Code for such taxable year if it were a real estate
investment trust within the meaning of the Internal Revenue Code and that such
failure would create a meaningful risk that the holder of the Series G preferred
units would fail to maintain its qualification as a real estate investment
trust.
AMB Property Corporation may, in lieu of exchanging the Series G
preferred units or Series H preferred units for shares of Series G preferred
stock or Series H preferred stock, elect to redeem all or a portion of its
preferred units of such series for cash in an amount equal to $50.00 per unit
plus accrued and unpaid distributions. The right of the holders of Series G
preferred units and Series H preferred units to exchange the preferred units for
shares of AMB Property Corporation's Series G preferred stock and Series H
preferred stock, as applicable, shall in each case be subject to the ownership
limitations set forth in AMB Property Corporation's charter in order for it to
maintain its qualification as a real estate investment trust for federal income
tax purposes.
SERIES G AND SERIES H PREFERRED STOCK
General. Each share of Series G and Series H preferred stock into which
the Series G and Series H preferred units, respectively, may be exchanged will
be entitled to receive cumulative preferential cash dividends from the date of
issue (including any accrued but unpaid distributions in respect of such series
of preferred units at the time that such units are exchanged for shares of
Series G or Series H preferred stock, as applicable) payable on or before the
15th of January, April, July and October of each year, in cash, at the rate of
7.95% per annum for the Series G preferred stock and at the rate of 8.125% per
annum for the Series H preferred stock in preference to any payment made on any
other classes or series of capital stock or other equity securities of AMB
Property Corporation, other than any class or series of equity securities of AMB
Property Corporation expressly designated as ranking on a parity with or senior
to the Series G preferred stock or the Series H preferred stock, respectively.
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Ranking. The Series G and Series H preferred stock will rank on parity
with each other and with AMB Property Corporation's 8.50% Series A cumulative
redeemable preferred stock, its 8.65% Series B cumulative redeemable preferred
stock, its 8.75% Series C cumulative redeemable preferred stock, its 7.75%
Series D cumulative redeemable preferred stock, its 7.75% Series E cumulative
redeemable preferred stock and its 7.95% Series F cumulative redeemable
preferred stock, if and when issued, and all other classes or series of
preferred stock designated as ranking on a parity with the applicable series
with respect to distributions and rights upon liquidation, dissolution or
winding-up, senior to all classes or series of preferred stock designated as
ranking junior to the applicable series and junior to all other classes or
series of preferred stock designated as ranking senior to the applicable series.
Redemption. The Series G and Series H preferred stock may be redeemed,
at AMB Property Corporation's option, on and after August 29, 2005 and September
1, 2005, respectively, in whole or in part from time to time, at a redemption
price payable in cash equal to $50.00 per share, plus any accrued but unpaid
dividends to the date of redemption. AMB Property Corporation may redeem the
Series G or Series H preferred stock prior to August 29, 2005 and September 1,
2005, respectively, to the extent necessary to maintain its qualification as a
real estate investment trust. The redemption price of the Series G and Series H
preferred stock (other than the portion of the redemption price consisting of
accumulated but unpaid dividends) will be payable solely out of proceeds from
issuances of AMB Property Corporation's capital stock.
Limited Voting Rights. If dividends on any of the shares of Series G or
Series H preferred stock remain unpaid for six or more quarterly periods
(whether or not consecutive), the holders of such shares of such series of
preferred stock (voting as a single class with all other shares of preferred
stock ranking on a parity with such series of preferred stock upon which like
voting rights have been conferred and are exercisable) will be entitled to vote
for the election of two additional directors of AMB Property Corporation who
will be elected by a plurality of the votes cast in such election for a one-year
term and until their successors are duly elected and shall qualify (or until
such director's right to hold such office terminates, whichever occurs earlier,
subject to such director's earlier death, disqualification, resignation or
removal), at a special meeting called by the holders of at least 20% of the
outstanding shares of such series of preferred stock or the holders of shares of
any other class or series of preferred stock ranking on a parity with such
series of preferred stock with respect to which dividends are also accrued and
unpaid (unless such request is received less than 90 days before the date fixed
for the next annual or special meeting of stockholders) or, if the request for a
special meeting is received by AMB Property Corporation less than 90 days before
the date fixed for the next annual or special meeting of stockholders, at the
next annual or special meeting of stockholders, and at each subsequent annual
meeting until all dividends accumulated on the shares of such series of
preferred stock for all past dividend periods and the dividend for the then
current dividend period have been fully paid or declared and a sum sufficient
for the payment of such dividends irrevocably set aside in trust for payment in
full. Upon the payment in full of all such dividends, the holders of such series
of preferred stock will be divested of their voting rights and the term of any
member of the board of directors elected by the holders of such series of
preferred stock and
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holders of any other shares of preferred stock ranking on a parity with such
series of preferred stock will terminate.
In addition, for so long as any shares of Series G or Series H
preferred stock are outstanding, without the consent of two-thirds of the
holders of the Series G or Series H preferred stock, respectively, then
outstanding, AMB Property Corporation shall not:
- authorize or create or increase the authorized or issued
amount of any shares ranking senior to such series of
preferred stock or reclassify any authorized shares of AMB
Property Corporation into any such shares,
- designate or create, or increase the authorized or issued
amount of, or reclassify any authorized shares of AMB Property
Corporation into any preferred stock ranking on a parity with
such series of preferred stock, or create, authorize or issue
any obligations or security convertible into or evidencing the
right to purchase any such shares, but only to the extent such
preferred stock ranking on a parity with such series of
preferred stock is issued to an affiliate of AMB Property
Corporation, or
- either (1) consolidate, merge into or with, or convey,
transfer or lease its assets substantially as an entirety, to
any corporation or other entity or (2) amend, alter or repeal
the provisions of AMB Property Corporation's Articles of
Incorporation, whether by merger, consolidation or otherwise,
in each case that would materially and adversely affect the
powers, special rights, preferences, privileges or voting
power of such series of preferred stock or the holders of such
series of preferred stock.
The Series G and Series H preferred stock have no voting rights other
than as discussed above and as otherwise provided by applicable law.
With respect to the occurrence of any of the events set forth in the
third bullet point above, so long as AMB Property Corporation is either the
surviving entity and shares of such series of preferred stock remain outstanding
with the terms materially unchanged or the resulting, surviving or transferee
entity is a corporation, business trust or like entity organized under the laws
of any state and substitutes for the shares of such series of preferred stock
other preferred stock or preferred shares having substantially the same terms
and rights as such series of preferred stock, the occurrence of any such event
will not be considered to materially and adversely affect rights, preferences,
privileges or voting powers of holders of the Series G or Series H preferred
stock, respectively. Any increase in the amount of authorized preferred stock,
the creation or issuance of any other class or series of preferred stock or any
increase in an amount of authorized shares of each class or series, in each case
ranking on a parity with or
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junior to the Series G or Series H preferred stock, will not be considered to
materially and adversely affect such rights, preferences, privileges or voting
powers.
Liquidation Preference. Each share of Series G and Series H preferred
stock is entitled to a liquidation preference of $50.00 per share, plus any
accrued but unpaid dividends, in preference to any other class or series of
capital stock of AMB Property Corporation, other than any class or series of
equity securities of AMB Property Corporation expressly designated as ranking on
a parity with or senior to such series of preferred stock.
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 Series G preferred units and the Series H preferred units.
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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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
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Exhibit
Number Description
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3.1 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series G Cumulative Redeemable
Preferred Stock.
3.2 Registration Rights Agreement among AMB Property Corporation,
AMB Property II, L.P. and the unit holders signatory thereto
dated August 29, 2000.
3.3 Articles Supplementary establishing and fixing the rights and
preferences of the 8.125% Series H Cumulative Redeemable
Preferred Stock.
3.4 Registration Rights Agreement among AMB Property Corporation,
AMB Property II, L.P. and the unit holders signatory thereto
dated September 1, 2000.
10.1 Eighth Amended and Restated Agreement of Limited Partnership
of AMB Property II, L.P., dated September 1, 2000.
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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: September 29, 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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3.1 Articles Supplementary establishing and fixing the rights and
preferences of the 7.95% Series G Cumulative Redeemable
Preferred Stock.
3.2 Registration Rights Agreement among AMB Property Corporation,
AMB Property II, L.P. and the unit holders signatory thereto
dated August 29, 2000.
3.3 Articles Supplementary establishing and fixing the rights and
preferences of the 8.125% Series H Cumulative Redeemable
Preferred Stock.
3.4 Registration Rights Agreement among AMB Property Corporation,
AMB Property II, L.P. and the unit holders signatory thereto
dated September 1, 2000.
10.1 Eighth Amended and Restated Agreement of Limited Partnership
of AMB Property II, L.P., dated September 1, 2000.
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