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 29, 2007
ProLogis
(Exact Name of Registrant as Specified in its Charter)Maryland
(State or Other Jurisdiction of Incorporation)
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| 1-12846
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74-2604728 |
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| (Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 14100 East 35th Place, Aurora, Colorado
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80011 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(303) 375-9292
(Registrant’s Telephone Number, Including Area Code)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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.03. Creation of a Direct Financial Obligation.
Item 3.01. Unregistered Sale of Equity Securities.
On
March 29, 2007, ProLogis closed the sale of an additional
$150 million aggregate principal amount of its 2.25% convertible
senior notes due 2037 (the “Notes”) pursuant to the
exercise of an overallotment option by the initial purchasers. The aggregate proceeds to
ProLogis from the sale of the Notes pursuant to the overallotment
option, after the initial purchasers’ discounts and offering expenses,
are estimated to be approximately $148 million. ProLogis intends to us the net proceeds for the
repayment of debt under its global line of credit and for general corporate purposes.
The Notes will bear interest at a rate of 2.25% per annum and mature on April 1, 2037. Prior
to February 1, 2012, upon the occurrence of specified events, the Notes will be convertible at the
option of the holder into cash, common shares or a combination of cash and common shares, at the
election of ProLogis, at an initial conversion rate of 13.0576 shares per $1,000 principal amount
of Notes. The initial conversion price of approximately $76.58 represents a 20% premium to the
closing price of ProLogis’s common shares on March 20, 2007. On and after February 1, 2012, the
Notes will be convertible at any time at the option of the holder into cash, common shares, or a
combination of cash and common shares, at the election of ProLogis, at the initial conversion rate.
The initial conversion rate is subject to adjustment in certain circumstances.
On or after April 5, 2012, ProLogis may at its option redeem all or part of the Notes for
cash, provided that ProLogis must make at least 10 semi-annual interest payments (including the
interest payments on October 1, 2007 and April 1, 2012) in full before redeeming any Notes.
ProLogis may also redeem all of the Notes at any time prior to maturity to the extent necessary to
preserve ProLogis’ status as a real estate investment trust. Holders may require ProLogis to
repurchase the Notes for cash in full on April 1 of 2012, 2017, 2022, 2027 and 2032 and at any time
prior to their maturity upon a fundamental change. In connection with any redemption or
repurchase, the redemption or repurchase price will be equal to 100% of the principal amount of the
Notes being redeemed or repurchased plus any accrued and unpaid interest.
In
connection with the initial closing of the sale of the Notes on
March 26, 2007, ProLogis entered into a Registration Rights Agreement (the
“Registration Rights Agreement”) with the initial purchasers. Under the Registration Rights
Agreement, ProLogis has agreed, for the benefit of the holders of the Notes, to file with the
Securities and Exchange Commission, or have on file, a shelf registration statement providing for
the sale by the holders of the Notes and the common shares, if any, issuable upon conversion of the
Notes (the “Registrable Securities”), and to use best efforts to cause such shelf registration
statement to be become effective within 180 days after the original issuance of the Notes and to
use its best efforts to keep the registration statement effective until such time as all of the
Notes and the common shares issuable on the conversion thereof cease to be outstanding or have
either (A) been sold or otherwise transferred pursuant to an effective registration statement or
(B) are eligible to be sold pursuant to Rule 144(k) or any successor provision, subject to certain
exceptions set forth in the Registration Rights Agreement. ProLogis will be required to pay
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liquidated damages in the form of specified additional interest to the holders of the Notes if
it fails to comply with its obligations to register the Notes and the common shares issuable upon
conversion of the Notes within specified time periods, or if the registration statement ceases to
be effective or the use of the prospectus is suspended for specified time periods. ProLogis will
not be required to pay liquidated damages with respect to any Note after it has been converted for
common shares.
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.
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