UNITED STATES
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): June 2, 2009
PROLOGIS
(Exact name of registrant as specified in charter)
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Maryland
(State or other jurisdiction
of Incorporation)
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1-12846
(Commission File Number)
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74-2604728
(I.R.S. Employer Identification
No.) |
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| 4545 Airport Way, Denver, Colorado
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80239 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s Telephone Number, including Area Code: (303) 567-5000
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))
Item 8.01.
Other Events.
On
June 2, 2009, ProLogis entered into an Equity Distribution Agreement with Citigroup Global
Markets Inc. (“Citi”) pursuant to which ProLogis appointed
Citi as its sales agent with respect to the
issuance and sale over time and from time to time of up to 40,000,000 common shares of beneficial interest, par value $0.01 per
share of ProLogis (the “Shares”) in an “at the market” offering as defined in Rule 415 under the
Securities Act of 1933, as amended. A copy of the Equity Distribution Agreement has been filed as
Exhibit 1.1 to this report and is incorporated herein by reference. Pursuant to the Equity
Distribution Agreement, Citi is entitled to receive compensation in the amount of up to 2.00% of
the gross sales price of the Shares sold pursuant to the Equity Distribution Agreement.
This “at the market” offering program by ProLogis pursuant to the Equity Distribution
Agreement with Citi replaces the “at the market” offering programs ProLogis previously had in place
with Cantor Fitzgerald & Co. and Brinson Patrick Securities Corporation, which were terminated
prior to entering into the Equity Distribution Agreement.
The
Shares are subject to the Registration Statement that ProLogis filed
with the SEC on March 10, 2009 relating
to the public offering from time to time of securities of ProLogis pursuant to Rule 415 of the
Securities Act of 1933, as amended. In connection with ProLogis filing with the SEC a prospectus
supplement, dated June 2, 2009, to prospectus, dated March 10, 2009, relating to the public
offering of the Shares, ProLogis is filing certain exhibits as part of this Current Report on Form
8-K. See “Item 9.01 — Financial Statements and Exhibits.”
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an
offer to buy, any security and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following documents have been filed as exhibits to this report and
are incorporated by reference herein as described above.
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| Exhibit No. |
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Description |
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1.1
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Equity Distribution Agreement, dated June 2, 2009, between
ProLogis and Citigroup Global Markets Inc. |
5.1
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Opinion of Mayer Brown LLP. |
23.1
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Consent of Mayer Brown LLP (contained in Exhibit 5.1 hereto). |
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