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0000950134-07-011753.txt : 20070516 0000950134-07-011753.hdr.sgml : 20070516 20070516142600 ACCESSION NUMBER: 0000950134-07-011753 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070515 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070516 DATE AS OF CHANGE: 20070516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMB PROPERTY CORP CENTRAL INDEX KEY: 0001045609 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 943281941 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13545 FILM NUMBER: 07857226 BUSINESS ADDRESS: STREET 1: PIER 1 BAY 1 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153949000 MAIL ADDRESS: STREET 1: PIER 1 BAY 1 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 8-K 1 f30399e8vk.htm FORM 8-K e8vk

U.S. 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): May 15, 2007

AMB PROPERTY CORPORATION

(Exact name of registrant as specified in its charter)


Maryland	001-13545	94-3281941

(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification number)


Pier 1, Bay 1, San Francisco, California 94111 (Address of principal executive offices) (Zip code)


415-394-9000 (Registrant’s telephone number, including area code)


n/a (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM 9.01 Financial Statements and Exhibits
SIGNATURES
INDEX OF EXHIBITS
EXHIBIT 3.1
EXHIBIT 3.2
EXHIBIT 3.3

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 15, 2007, we filed with the State Department of Assessments and Taxation of Maryland (i) Articles Supplementary Redesignating and Reclassifying 510,000 Shares of 8.00% Series I Cumulative Redeemable Preferred Stock as Preferred Stock, (ii) Articles Supplementary Redesignating and Reclassifying 800,000 Shares of 7.95% Series J Cumulative Redeemable Preferred Stock as Preferred Stock and (iii) Articles Supplementary Redesignating and Reclassifying 800,000 Shares of 7.95% Series K Cumulative Redeemable Preferred Stock as Preferred Stock, without further designation or any preferences or relative, participating, optional, conversion or other rights appertaining thereto, or voting powers, restrictions, limitations as to dividends, qualifications, terms or conditions of redemption, other than those, if any, applicable to shares of our preferred stock generally. The shares of 8.00% Series I Cumulative Redeemable Preferred Stock, 7.95% Series J Cumulative Redeemable Preferred Stock and 7.95% Series K Cumulative Redeemable Preferred Stock had been designated as such in anticipation of the possible exchange of the Series I Cumulative Redeemable Preferred Limited Partnership Units, Series J Cumulative Redeemable Preferred Limited Partnership Units and Series K Cumulative Redeemable Preferred Limited Partnership Units, respectively. The Series I Cumulative Redeemable Preferred Limited Partnership Units were repurchased by our subsidiary, AMB Property II, L.P., and the Series J Cumulative Redeemable Preferred Limited Partnership Units and Series K Cumulative Redeemable Preferred Limited Partnership Units were redeemed by our subsidiary, AMB Property, L.P. A copy of the Articles Supplementary Redesignating and Reclassifying 510,000 Shares of 8.00% Series I Cumulative Redeemable Preferred Stock as Preferred Stock, the Articles Supplementary Redesignating and Reclassifying 800,000 Shares of 7.95% Series J Cumulative Redeemable Preferred Stock as Preferred Stock and the Articles Supplementary Redesignating and Reclassifying 800,000 Shares of 7.95% Series K Cumulative Redeemable Preferred Stock as Preferred Stock are attached to this report as Exhibits 3.1, 3.2 and 3.3, respectively, and are incorporated by reference in this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1

Articles Supplementary Redesignating and Reclassifying 510,000 Shares of 8.00% Series I Cumulative Redeemable Preferred Stock as Preferred Stock

3.2

Articles Supplementary Redesignating and Reclassifying 800,000 Shares of 7.95% Series J Cumulative Redeemable Preferred Stock as Preferred Stock

3.3

Articles Supplementary Redesignating and Reclassifying 800,000 Shares of 7.95% Series K Cumulative Redeemable Preferred Stock as Preferred Stock

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 Corporation (Registrant)
Date: May 16, 2007	By:	/s/ Tamra D. Browne
		Tamra D. Browne
		Senior Vice President, General Counsel and Secretary

INDEX TO EXHIBITS


Exhibit
Number		Description

3.1		Articles Supplementary Redesignating and Reclassifying 510,000 Shares of 8.00% Series I Cumulative Redeemable Preferred Stock as Preferred Stock

3.2		Articles Supplementary Redesignating and Reclassifying 800,000 Shares of 7.95% Series J Cumulative Redeemable Preferred Stock as Preferred Stock

3.3		Articles Supplementary Redesignating and Reclassifying 800,000 Shares of 7.95% Series K Cumulative Redeemable Preferred Stock as Preferred Stock

EX-3.1 2 f30399exv3w1.htm EXHIBIT 3.1 exv3w1

Exhibit 3.1

AMB PROPERTY CORPORATION

ARTICLES SUPPLEMENTARY

REDESIGNATING AND RECLASSIFYING 510,000 SHARES OF 8.00%
SERIES I CUMULATIVE REDEEMABLE PREFERRED STOCK
AS PREFERRED STOCK

AMB Property Corporation, a corporation organized and existing under the laws of the State of Maryland (the “Corporation”), certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:

FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board”) by Article IV of the Charter of the Corporation and pursuant to Section 2-105 of the Maryland General Corporation Law, the Board, or a duly authorized committee thereof, adopted resolutions dated March 21, 2001 and caused to be filed with the SDAT on March 21, 2001, Articles Supplementary (the “Series I Articles Supplementary”) classifying and designating 510,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), as shares of 8.00% Series I Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series I Preferred Stock”).

SECOND: No shares of Series I Preferred Stock are issued or outstanding.

THIRD: Pursuant to the authority expressly vested in the Board as aforesaid, the Board adopted resolutions on or as of May 10, 2007 (the “Resolutions”) reclassifying all 510,000 shares of the Series I Preferred Stock previously classified pursuant to the Series I Articles Supplementary, to be and become shares of Preferred Stock of the Corporation as otherwise authorized for issuance under the Charter of the Corporation, without further designation nor any preferences or relative, participating, optional, conversion or other rights appertaining thereto, or voting powers, restrictions, limitations as to dividends, qualifications, terms or conditions of redemption, other than those, if any, applicable to shares of Preferred Stock of the Corporation generally, such that the same, as shares of Preferred Stock otherwise authorized for issuance under the Charter, shall be available for future reclassification and available for issuance upon proper authorization by the Board from time to time.

FOURTH: The 510,000 shares of Series I Preferred Stock, as aforesaid, have been redesignated and reclassified by the Board, as contemplated by the Resolutions, under the authority contained in the Charter.

FIFTH: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.

SIXTH: These Articles Supplementary shall be effective at the time the SDAT accepts them for record.

SEVENTH: The undersigned President of the Corporation acknowledges these Articles Supplementary to be the act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested to by its Secretary on this 15th day of May, 2007.


	AMB Property Corporation
	By:	/s/ Hamid R. Moghadam
		Hamid R. Moghadam
		President

ATTEST:


/s/ Tamra D. Browne
Tamra D. Browne
Secretary

[SIGNATURE PAGE TO ARTICLES SUPPLEMENTARY RECLASSIFYING AND REDESIGNATING SERIES I PREFERRED STOCK
DATED MAY 15, 2007]

EX-3.2 3 f30399exv3w2.htm EXHIBIT 3.2 exv3w2

Exhibit 3.2

AMB PROPERTY CORPORATION

ARTICLES SUPPLEMENTARY

REDESIGNATING AND RECLASSIFYING 800,000 SHARES OF 7.95%
SERIES J CUMULATIVE REDEEMABLE PREFERRED STOCK
AS PREFERRED STOCK

FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board”) by Article IV of the Charter of the Corporation and pursuant to Section 2-105 of the Maryland General Corporation Law, the Board, or a duly authorized committee thereof, adopted resolutions dated September 21, 2001 and caused to be filed with the SDAT on September 24, 2001, Articles Supplementary (the “Series J Articles Supplementary”) classifying and designating 800,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), as shares of 7.95% Series J Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series J Preferred Stock”).

SECOND: No shares of Series J Preferred Stock are issued or outstanding.

THIRD: Pursuant to the authority expressly vested in the Board as aforesaid, the Board adopted resolutions on or as of May 10, 2007 (the “Resolutions”) reclassifying all 800,000 shares of the Series J Preferred Stock previously classified pursuant to the Series J Articles Supplementary, to be and become shares of Preferred Stock of the Corporation as otherwise authorized for issuance under the Charter of the Corporation, without further designation nor any preferences or relative, participating, optional, conversion or other rights appertaining thereto, or voting powers, restrictions, limitations as to dividends, qualifications, terms or conditions of redemption, other than those, if any, applicable to shares of Preferred Stock of the Corporation generally, such that the same, as shares of Preferred Stock otherwise authorized for issuance under the Charter, shall be available for future reclassification and available for issuance upon proper authorization by the Board from time to time.

FOURTH: The 800,000 shares of Series J Preferred Stock, as aforesaid, have been redesignated and reclassified by the Board, as contemplated by the Resolutions, under the authority contained in the Charter.

FIFTH: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.

SIXTH: These Articles Supplementary shall be effective at the time the SDAT accepts them for record.

[SIGNATURE PAGE FOLLOWS]


	AMB Property Corporation
	By:	/s/ Hamid R. Moghadam
		Hamid R. Moghadam
		President

ATTEST:


/s/ Tamra D. Browne
Tamra D. Browne
Secretary

[SIGNATURE PAGE TO ARTICLES SUPPLEMENTARY RECLASSIFYING AND REDESIGNATING SERIES J PREFERRED STOCK
DATED MAY 15, 2007]

EX-3.3 4 f30399exv3w3.htm EXHIBIT 3.3 exv3w3

Exhibit 3.3

AMB PROPERTY CORPORATION

ARTICLES SUPPLEMENTARY

REDESIGNATING AND RECLASSIFYING 800,000 SHARES OF 7.95%
SERIES K CUMULATIVE REDEEMABLE PREFERRED STOCK
AS PREFERRED STOCK

FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board”) by Article IV of the Charter of the Corporation and pursuant to Section 2-105 of the Maryland General Corporation Law, the Board, or a duly authorized committee thereof, adopted resolutions dated April 17, 2002 and caused to be filed with the SDAT on April 17, 2002, Articles Supplementary (the “Series K Articles Supplementary”) classifying and designating 800,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), as shares of 7.95% Series K Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series K Preferred Stock”).

SECOND: No shares of Series K Preferred Stock are issued or outstanding.

THIRD: Pursuant to the authority expressly vested in the Board as aforesaid, the Board adopted resolutions on or as of May 10, 2007 (the “Resolutions”) reclassifying all 800,000 shares of the Series K Preferred Stock previously classified pursuant to the Series K Articles Supplementary, to be and become shares of Preferred Stock of the Corporation as otherwise authorized for issuance under the Charter of the Corporation, without further designation nor any preferences or relative, participating, optional, conversion or other rights appertaining thereto, or voting powers, restrictions, limitations as to dividends, qualifications, terms or conditions of redemption, other than those, if any, applicable to shares of Preferred Stock of the Corporation generally, such that the same, as shares of Preferred Stock otherwise authorized for issuance under the Charter, shall be available for future reclassification and available for issuance upon proper authorization by the Board from time to time.

FOURTH: The 800,000 shares of Series K Preferred Stock, as aforesaid, have been redesignated and reclassified by the Board, as contemplated by the Resolutions, under the authority contained in the Charter.

FIFTH: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.

SIXTH: These Articles Supplementary shall be effective at the time the SDAT accepts them for record.

[SIGNATURE PAGE FOLLOWS]


	AMB Property Corporation
	By:	/s/ Hamid R. Moghadam
		Hamid R. Moghadam
		President

ATTEST:


/s/ Tamra D. Browne
Tamra D. Browne
Secretary

[SIGNATURE PAGE TO ARTICLES SUPPLEMENTARY RECLASSIFYING AND REDESIGNATING SERIES K PREFERRED STOCK
DATED MAY 15, 2007]