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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) March 23, 1999
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PROLOGIS TRUST
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(Exact Name of Registrant as Specified in its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
1-12846 74-2604728
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(Commission File Number) (I.R.S. Employer Identification No.)
14100 East 35th Place, Aurora, Colorado 80011
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(Address of Principal Executive Offices) (Zip Code)
(303) 375-9292
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
On March 23, 1999, ProLogis Trust announced the determination of the amount
of cash that holders of Meridian Industrial Trust, Inc. common stock would
receive in the merger of Meridian with and into ProLogis. In connection with the
Agreement and Plan of Merger, dated as of November 16, 1998, as amended,
ProLogis agreed that at the effective time of the merger, each share of Meridian
common stock would be converted into the right to receive 1.10 ProLogis common
shares plus up to $2.00 in cash to the extent that the Average Trading Price (as
defined below) of a ProLogis common share was less than $22.725. The Average
Trading Price is defined as the average of the daily high and low per share
transaction prices for ProLogis common shares for 15 trading days randomly
selected from the 30 trading days ending on, and including, the fifth trading
day prior to the closing of the merger. The closing of the merger is scheduled
to occur on March 30, 1999, subject to the approval of ProLogis shareholders and
Meridian stockholders.
A copy of the announcement is filed as an exhibit hereto and incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated March 23, 1999
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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.
PROLOGIS TRUST
Dated: March 23, 1999 By: /s/ Edward S. Nekritz
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Edward S. Nekritz
Senior Vice President and Secretary
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Exhibit 99.1
News Release Contact: Investor Relations (800) 820-0181
- ------------ Melissa Marsden (303) 576-2622
PROLOGIS ANNOUNCES PRICING IN MERIDIAN MERGER
Meridian Stockholders to Receive $23.5875 per share in Merger with ProLogis
DENVER -- March 23, 1999 -- ProLogis (NYSE: PLD), a leading global provider of
distribution services and facilities, announced today that each holder of
Meridian Industrial Trust, Inc. (NYSE: MDN) common stock would receive total
consideration of $23.5875 per share, including $2.00 in cash, in connection with
the merger of Meridian with and into ProLogis. As stated in the Agreement and
Plan of Merger, dated as of November 16, 1998, as amended (based on the closing
price of the common shares on March 23, 1999), ProLogis agreed that at the
effective time of the merger, each share of Meridian common stock would be
converted into the right to receive 1.10 ProLogis common shares, plus up to
$2.00 in cash, if and to the extent that the Average Trading Price of a ProLogis
common share is less than $22.725. The Average Trading Price of a ProLogis
common share is defined in the merger agreement as the average of the daily high
and low per share transaction prices for ProLogis common shares for 15 trading
days randomly selected by Arthur Andersen LLP from the 30 trading days ending
on, and including the fifth trading day prior to the closing of the merger. The
closing of the merger is scheduled to occur on March 30, 1999, subject to the
approval of ProLogis shareholders and Meridian stockholders.
ProLogis is the largest U.S.-based global provider of integrated distribution
services, with nearly 1,300 distribution facilities owned and operating
throughout North America and Europe. ProLogis has built the industry's first
and only global network of distribution facilities with the primary objective to
build shareholder value by becoming the leading provider of distribution
services. The company expects to achieve this objective through the ProLogis
Operating System, and its commitment to be "The Global Distribution Solution" by
providing exceptional corporate distribution services and facilities to meet
customer expansion and reconfiguration needs globally. As of December 31, 1998,
ProLogis had 134.7 million square feet of distribution facilities operating or
under development in 90 global markets. Upon completion of the merger, ProLogis
is expected to have approximately 168.3 million square feet of distribution
facilities operating or under development in 94 global markets.
In addition to historical information, this press release contains forward-
looking statements under the federal securities laws. These statements are
based on current expectations, estimates and projections about the industry and
markets in which ProLogis operates, management's beliefs and assumptions made by
management. Forward-looking statements are not guarantees of future performance
and involve certain risks and uncertainties which are difficult to predict.
Actual operating results may be affected by changes in national and local
economic conditions, competitive market conditions, weather, obtaining
governmental approvals and meeting development schedules, and therefore, may
differ materially from what is expressed or forecasted in this press release.
