Item 3.02 Unregistered Sales of Equity Securities.
On November 10, 2009, AMB Property Corporation (the "Company") issued
2,880,281 shares (the "Shares") of its common stock, par value $0.01 per share,
in exchange for all of the 1,595,337 outstanding 7.18% Series D Cumulative
Redeemable Preferred Limited Partnership Units of AMB Property II, L.P., one of
the Company's subsidiaries, pursuant to a Preferred Unit Purchase Agreement
dated November 10, 2009.
The Shares were issued in a transaction exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of
Regulation D promulgated thereunder. The sale of the Shares did not involve a
public offering and was made without general solicitation or advertising. The
holder of the series D preferred units represented that, among other things, it
is an accredited investor, as such term is defined in Regulation D, it was
acquiring the Shares for its own account and it understands the Shares are
subject to restrictions on transfer.
Pursuant to a registration rights agreement dated November 10, 2009, the
Company has agreed to register the resale of the Shares. A copy of the
registration rights agreement is attached as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On November 10, 2009, the Company filed a prospectus supplement and related
prospectus with the U.S. Securities and Exchange Commission pursuant to its
shelf registration statement on Form S-3 (File No. 333-153379) registering the
resale of the Shares. In connection with the filing of the prospectus
supplement, the Company is filing as Exhibit 5.1 hereto an opinion of its
counsel, Ballard Spahr LLP, regarding certain Maryland law issues.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
4.1 Registration Rights Agreement dated as of November 10, 2009.
5.1 Opinion of Ballard Spahr LLP.
23.1 Consent of Ballard Spahr LLP included in Exhibit 5.1.
