<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): November 7, 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
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.
In June 2000, we acquired the JFK Air Cargo Portfolio, located in
New York, NY, which consists of 29 industrial buildings aggregating
approximately 923,222 square feet, including 14 buildings aggregating
approximately 373,090 square feet acquired by the AMB Institutional Alliance
Fund I, L.P. The purchase price was approximately $103,700,000, paid in cash.
In September 2000, we invested $160,600,000, consisting of
$87,950,000 in cash and $72,650,000 of assumed debt, in the acquisition of the
Beacon Centre, which is located in Miami, FL. The Beacon Centre consists of 27
industrial buildings aggregating approximately 2,151,085 square feet, including
4 buildings aggregating approximately 422,566 square feet acquired by the AMB
Institutional Alliance Fund I, L.P. For financial reporting purposes, we
acquired a portion of the property through a special purpose entity and title to
that portion of the property is expected to transfer from the special purpose
entity to us before March 27, 2001.
In addition, in November 2000, we acquired the AFCO Air Cargo
Portfolio, consisting of 10 industrial buildings aggregating approximately
900,000 square feet. The total purchase price for the AFCO Air Cargo Portfolio
was approximately $98,900,000, consisting of $48,200,000 in cash, $48,400,000
of assumed debt and 2,300,000 of our partnership units.
From January 1, 2000 through November 22, 2000, we also acquired 34
other industrial buildings aggregating approximately 2,767,702 square feet, for
an aggregate purchase price of $155,000,000, consisting of $151,100,000 in cash
and $3,900,000 of assumed debt.
All of the above properties were acquired, or will be acquired,
from unrelated third parties in unrelated transactions. We, together with one of
our affiliates, own, as of September 30, 2000, approximately 21% of the
partnership interests in the AMB Institutional Alliance Fund I, L.P. AMB
Property Corporation owns a controlling, approximate 93.6% general partnership
interest in us, as of September 30, 2000, and is our sole general partner with
full, exclusive and complete responsibility and discretion in our management and
control. None of the acquisitions involved a significant amount of assets within
the meaning of the instructions to Form 8-K, nor were they individually material
to us or to AMB Property Corporation.
FORWARD LOOKING STATEMENTS
Some of the information included in this report contains
forward-looking statements, such as statements pertaining to the acquisition of
the Beacon Centre. 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
At this time it is impracticable to provide the Financial Statements
with respect to the transactions described in this report. The Financial
Statements will be filed by amendment to this report not later than 60 days
after the date on which this report is filed.
(b) Pro Forma Financial Information
2
<PAGE> 3
At this time it is impracticable to provide the Pro Forma Financial
Information with respect to the transactions described in this report. The Pro
Forma Financial Information will be filed by amendment to this report not later
than 60 days after the date on which this report is filed.
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: November 29, 2000 By: /s/ TAMRA BROWNE
-----------------------------------
Tamra Browne
Vice President and General Counsel
3
