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) — March 22, 2006
ProLogis
(Exact name of registrant as specified in its charter)
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74-2604728 |
| Maryland
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1-12846
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(I.R.S. Employer Identification No.) |
| (State or other jurisdiction of
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(Commission File Number)
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| Incorporation)
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4545 Airport Way
Denver, Colorado 80239
(Address of principal executive offices)
Registrant’s telephone number, including area code: (303) 567-5000
Not applicable
(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):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 1.01 |
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Entry into a Material Contract |
On March 22, 2006, ProLogis completed an offering of $850 million aggregate principal amount
of senior notes described below. In connection with the offering, ProLogis entered into an
Underwriting Agreement with Banc of America Securities LLC, Deutsche Bank Securities Inc. and J.P.
Morgan Securities Inc., as representatives of the several underwriters listed therein
(collectively, the “Underwriters”), pursuant to which ProLogis agreed to sell and the Underwriters
agreed to purchase, subject to and upon terms and conditions set forth therein, $850 million in
senior notes consisting of:
(a) $450 Million aggregate principal amount of senior notes due 2012 with a coupon of 5.50%,
priced at 99.449% to yield 5.609%; and
(b) $400 Million aggregate principal amount of senior notes due 2016 with a coupon of 5.75%,
priced at 99.227% to yield 5.853%.
The offering of the senior notes is expected to close on March 27, 2006.
The senior notes were issued under the Indenture dated as of March 1, 1995, between ProLogis
and U.S. Bank National Association (as successor in interest to State Street Bank and Trust
Company), as trustee. The Indenture has been supplemented by a First Supplemental Indenture, dated
February 9, 2005, a Second Supplemental Indenture, dated November 2, 2005, and a Third Supplemental
Indenture, dated November 2, 2005, all of which are incorporated by reference into Registration
Statement No. 333-132616, and an officer’s certificate establishing the terms and providing for the
issuance of the senior notes,
Each series of the senior notes is subject to the Registration Statement that ProLogis filed
with the SEC 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 definitive prospectus supplement, dated March 23, 2006, and prospectus, dated March 22, 2006,
relating to the public offering of the senior notes, ProLogis is filing certain exhibits as part of
this Current Report on Form 8-K. See “Item 9.01 — Financial Statements and Exhibits.”
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant |
See Item 1.01.
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