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): January 30, 2011
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
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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):
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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 8.01. Other Events.
On January 31, 2011, ProLogis issued a joint press release with AMB Property Corporation (“AMB”)
announcing the execution of an Agreement and Plan of Merger, dated as of January 30, 2011. A copy
of the joint press release is attached hereto as Exhibit 99.1. In addition, ProLogis and AMB will
be providing supplemental information regarding the proposed transaction in connection with a
presentation to analysts and investors. The slides to be used in connection with this analyst and
investor presentation are attached hereto as Exhibit 99.2.
The information required by Item 1.01, including a copy of the Agreement and Plan of Merger, will
be filed in a separate Current Report on Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
In addition to historical information, this document contains forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on
current expectations, estimates and projections about the industry and markets in which ProLogis
and AMB operate and beliefs of and assumptions made by ProLogis management and AMB management,
involve uncertainties that could significantly affect the financial results of ProLogis or AMB or
the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” variations of such words and similar expressions are intended to identify
such forward-looking statements, which generally are not historical in nature. Such
forward-looking statements include, but are not limited to, statements about the benefits of the
business combination transaction involving ProLogis and AMB, including future financial and
operating results, the combined company’s plans, objectives, expectations and intentions. All
statements that address operating performance, events or developments that we expect or anticipate
will occur in the future — including statements relating to rent and occupancy growth, development
activity and changes in sales or contribution volume of developed properties, general conditions in
the geographic areas where we operate and the availability of capital in existing or new property
funds — are forward-looking statements. These statements are not guarantees of future performance
and involve certain risks, uncertainties and assumptions that are difficult to predict. Although
we believe the expectations reflected in any forward-looking statements are based on reasonable
assumptions, we can give no assurance that our expectations will be attained and therefore, actual
outcomes and results may differ materially from what is expressed or forecasted in such
forward-looking statements. Some of the factors that may affect outcomes and results include, but
are not limited to: (i) national, international, regional and local economic climates, (ii) changes
in financial markets, interest rates and foreign currency exchange rates, (iii) increased or
unanticipated competition for our properties, (iv) risks associated with acquisitions, (v)
maintenance of real estate investment trust status, (vi) availability of financing and capital,
(vii) changes in demand for developed properties, (viii) risks associated with achieving expected
revenue synergies or cost savings, (ix) risks associated with the ability to consummate the merger
and the timing of the closing of the merger, and (x) those additional risks and factors discussed
in reports filed with the Securities and Exchange Commission (“SEC”) by ProLogis and AMB from time
to time, including those discussed under the heading “Risk Factors” in their respective most
recently filed reports on Form 10-K and 10-Q. Neither ProLogis nor AMB undertakes any duty to
update any forward-looking statements appearing in this document.
Additional Information About the Proposed Transaction and Where to Find it
In connection with the proposed transaction, AMB expects to file with the SEC a registration
statement on Form S-4 that will include a joint proxy statement of ProLogis and AMB that also
constitutes a prospectus of AMB. ProLogis and AMB also plan to file other relevant documents with
the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the
joint proxy statement/prospectus (if and when it becomes available) and other relevant documents
filed by ProLogis and AMB with the SEC at the SEC’s website at www.sec.gov. Copies of the
documents filed by ProLogis with the SEC will be available free of charge on ProLogis’ website at
www.prologis.com or by contacting ProLogis Investor Relations at +1-303-567-5690. Copies of the
documents filed by AMB with the SEC will be available free of charge on AMB’s website at
www.amb.com or by contacting AMB Investor Relations at +1-415-394-9000.
AMB and ProLogis and their respective directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. You can find information about AMB’s executive officers and directors
in AMB’s definitive proxy statement filed with the SEC on March 24, 2010. You can find information
about ProLogis’ executive officers and directors in ProLogis’ definitive proxy statement filed with
the SEC on March 30, 2010. Additional information regarding the interests of such potential
participants will be included in the joint proxy statement/prospectus and other relevant documents
filed with the SEC if and when they become available. You may obtain free copies of these documents
from AMB or ProLogis using the sources indicated above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
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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99.1
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Press Release, dated January 31, 2011 |
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99.2
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Investor Presentation |