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): December 11, 2002
AMB PROPERTY CORPORATION
_________________________________________
(Exact name of registrant as specified in its charter)
Maryland 001-13545 94-3281941
_______________________ _______________ ______________
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
Pier 1, Bay 1, 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)
ITEM 5. OTHER EVENTS
On December 11, 2002, AMB Property, L.P., in which we are the general
partner, entered into an amended and restated $500 million unsecured revolving
credit agreement that replaced its then existing $500 million credit facility
that was to mature in May 2003. We remain a guarantor of AMB Property, L.P.'s
obligations under the amended and restated credit facility. The amended and
restated credit facility is with JPMorgan Chase Bank, as administrative agent,
J.P. Morgan Europe Limited, as administrative agent for alternate currencies,
Bank of America, N.A., as syndication agent, J.P. Morgan Securities Inc. and
Banc of America Securities LLC, as joint lead arrangers and joint bookrunners,
Bank One, NA, Commerzbank Aktiengesellschaft New York and Grand Cayman Branches
and Wachovia Bank, N.A., as documentation agents, PNC Bank, National
Association, The Bank of Nova Scotia, acting through its San Francisco Agency
and Wells Fargo Bank, N.A., as managing agents, KeyBank National Association,
as co-agent, and a syndicate of other banks.
The amended and restated credit facility matures December 11, 2005 and
has a one-year extension option. AMB Property, L.P. has the ability to
increase available borrowings up to $700 million by adding additional banks to
the facility or obtaining the agreement of existing banks to increase their
commitments. The rate on the borrowings will generally be LIBOR plus, based on
the current credit rating of AMB Property, L.P.'s long-term debt, 60 basis
points. In addition, there is an annual facility fee, which is based on the
credit rating of AMB Property, L.P.'s long-term debt and is currently 20 basis
points. The amended and restated credit facility also allows AMB Property, L.P.
to borrow up to $150,000,000 in loans denominated in Pounds Sterling, the Euro
and Japanese Yen, provided that such currency is readily available and freely
transferable and convertible to U.S. dollars, the Reuters Monitor Money Rates
Service reports LIBOR for such currency in interest periods of 1, 2, 3 or 6
months and AMB Property, L.P. has an investment grade credit rating.
Forward Looking Statements
Some of the information included in this report contains forward-looking
statements. 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. The
following factors, among others, could cause actual results and future events
to differ materially from those set forth or contemplated in the
forward-looking statements: defaults on or non-renewal of leases by tenants,
increased interest rates and operating costs, our failure to obtain necessary
outside financing, difficulties in identifying properties to acquire and in
effecting acquisitions, our failure to successfully integrate acquired
properties and operations, our failure to divest of properties we have
contracted to sell or to timely reinvest proceeds from any divestitures, risks
and uncertainties affecting property development and construction (including
construction delays, cost overruns, our inability to obtain necessary permits
and public opposition to these activities), our failure to qualify and maintain
our status as a real estate investment trust, environmental uncertainties,
risks related to natural disasters, financial market fluctuations, changes in
real estate and zoning laws, risks related to doing business internationally
and increases in real property tax rates. Our success also depends upon
economic trends generally, including interest rates, income tax laws,
governmental regulation, legislation, population changes and certain other
matters discussed under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations- Business Risks" and elsewhere in
our most recent annual report on Form 10-K and under the heading "Other
Information- Business Risks" and elsewhere in our most recent quarterly report
on Form 10-Q.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit Number Description
10.1 Amended and Restated Revolving Credit Agreement, dated as of December
11, 2002 by and among AMB Property, L.P., the banks listed therein,
JPMorgan Chase Bank, as administrative agent, J.P. Morgan Europe
Limited, as administrative agent for alternate currencies, Bank of
America, N.A., as syndication agent, J.P. Morgan Securities Inc. and
Banc of America Securities LLC, as joint lead arrangers and joint
bookrunners, Bank One, NA, Commerzbank Aktiengesellschaft, New York
and Grand Cayman Branches and Wachovia Bank, N.A., as documentation
agents, PNC Bank, National Association, The Bank of Nova Scotia, acting
through its San Francisco Agency, and Wells Fargo Bank, N.A., as
managing agents, and KeyBank National Association, as co-agent.
10.2 Guaranty of Payment, dated as of December 11, 2002 by AMB Property
Corporation for the benefit of JPMorgan Chase Bank, as administrative
agent,and J.P. Morgan Europe Limited, as administrative agent for
alternate currencies, for the banks listed on the signature page to
the Revolving Credit Agreement.
10.3 Qualified Borrower Guaranty, dated as of December 11, 2002 by AMB
Property, L.P. for the benefit of JPMorgan Chase Bank and J.P. Morgan
Europe Limited, as administrative agents for the banks listed on the
signature page to the Revolving Credit Agreement.
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)
By: /s/ Tamra Browne
______________
Tamra Browne
Vice President, General Counsel and
Secretary
Date: December 18, 2002