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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) April 16, 2007
(Exact Name of Registrant as Specified in its Charter)
(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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| 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)
(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 1.01. Entry into a Material Definitive Agreement.
On April 16, 2007, ProLogis issued a press release announcing that ProLogis has entered into
an Implementation Agreement relating to a proposed acquisition by a ProLogis subsidiary of all of
the units in Macquarie ProLogis Trust, an Australian listed property trust (“MPR”). The completion
of the transaction is subject to a number of conditions, including the approval of MPR unitholders.
If approved and completed, based on the offer price of A$1.43 (U.S.$ 1.20) per outstanding unit,
the total cash consideration is estimated to be approximately A$1.24 billion (U.S.$ 1.04 billion)
less any amounts paid by MPR in a special distribution to unitholders (estimated to be
approximately A$0.11 (U.S.$0.09) per unit). Copies of the announcement and the Implementation
Agreement have been filed as exhibits to this report and are incorporated herein by reference.
Citigroup Global Markets Inc., on behalf of itself and its affiliates, has committed to provide
financing for the proposed acquisition.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following documents have been filed as exhibits to this report and
are incorporated herein by reference as described above.
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| Exhibit No. |
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Description |
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10.1
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Implementation Agreement, dated April 16, 2007, between
ProLogis, ProLogis North American Closed-End Industrial
Fund REIT II LLC and Macquarie ProLogis Management
Limited as responsible entity of Macquarie ProLogis
Trust. |
99.1
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Press Release, dated April 16, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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PROLOGIS
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| Dated: April 20, 2007 |
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/S/ EDWARD S. NEKRITZ
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Name: |
Edward S. Nekritz |
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Title: |
General Counsel and Secretary |
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Exhibit Index
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| Exhibit No. |
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Description |
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10.1
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Implementation Agreement, dated April 16, 2007, between
ProLogis, ProLogis North American Closed-End Industrial
Fund REIT II LLC and Macquarie ProLogis Management
Limited as responsible entity of Macquarie ProLogis
Trust. |
99.1
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Press Release, dated April 16, 2007. |