<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)
ProLogis Trust
(Name of Issuer)
Common Shares of Beneficial Interest, $0.01 par value
(Title of Class of Securities)
743410 10 2
(CUSIP Number of Class of Securities)
Jeffrey A. Klopf, Secretary
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
(505) 982-9292
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 1999
(Date of Event which Requires Filing of this Statement)
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CUSIP NO.: 743410 10 2
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Security Capital Group Incorporated
36-3692698
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[_]
(B)[_]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
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(5) CHECK BOX OF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [_]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF MARYLAND
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NUMBER OF (7) SOLE VOTING POWER
SHARES 49,903,814
BENEFICIALLY -------------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
49,903,814
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,903,814
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.96%
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(14) TYPE OF REPORTING PERSON
10
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SCHEDULE 13D
This Amendment No. 10 (this "Amendment") is being filed to a Schedule 13D
dated March 10, 1994 and filed by Security Capital Group Incorporated, formerly
known as Security Capital Realty Incorporated, a Maryland corporation ("GROUP"),
SECAP Realty Incorporated, a Delaware corporation ("SECAP"), Security Capital
Group Incorporated, a Delaware corporation ("Old GROUP"), and William D.
Sanders, an individual, on March 11, 1994, and amended on August 16, 1994,
September 28, 1994, October 7, 1994, August 24, 1995, September 30, 1995, August
21, 1996, September 26, 1997, April 30, 1997 and October 8, 1997 (as so amended,
the "13D").
Item 1. Security and Issuer.
This Amendment relates to common shares of beneficial interest, $0.01 par
value per share (the "Shares"), of ProLogis Trust, a Maryland real estate
investment trust ("ProLogis"), the principal executive offices of which are at
14100 East 35th Place, Aurora, Colorado 80011.
Item 2. Identity and Background.
Item 2 is hereby amended and supplemented to add the following directors
and/or executive officers of GROUP.
1. (a) Name: Hermann Buerger;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Executive Vice President, Commerzbank AG;
(d) Mr. Buerger has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Buerger has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: Germany.
2. (a) Name: Thomas B. Allin;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Group
Incorporated;
(d) Mr. Allin has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Allin has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
3. (a) Name: Didier J. Cherpitel;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital (UK)
Management Limited;
(d) Mr. Cherpitel has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Cherpitel has not been subject to a judgment, decree or final
order enjoining future violation of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws during the last five years;
(f) Citizenship: France.
4. (a) Name: Jeffrey A. Cozad;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital US Realty;
(d) Mr. Cozad has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Cozad has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
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5. (a) Name: Steven F. Dichter;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Global
Strategic Group Incorporated;
(d) Mr. Dichter has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Dichter has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
6. (a) Name: John H. Gardner, Jr.;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Global
Capital Management Group Incorporated;
(d) Mr. Gardner has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Gardner has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
7. (a) Name: C. Robert Heaton;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Group
Incorporated;
(d) Mr. Heaton has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Heaton has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
8. (a) Name: W. Joseph Houlihan;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital EU
Management Holdings S.A.;
(d) Mr. Houlihan has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Houlihan has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
9. (a) Name: Jeff A. Jacobson;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Global
Strategic Group Incorporated;
(d) Mr. Jacobson has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Jacobson has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
10. (a) Name: Gordon S. Kerr;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Global
Strategic Group Incorporated;
(d) Mr. Kerr has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Kerr has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
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11. (a) Name: Jeffrey A. Klopf;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Senior Vice President, Security Capital Group
Incorporated;
(d) Mr. Klopf has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Klopf has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
12. (a) Name: Anthony R. Manno, Jr.;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Global
Capital Management Group Incorporated;
(d) Mr. Manno has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Manno has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
13. (a) Name: Todd W. Mansfield;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital European
Realty;
(d) Mr. Mansfield has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Mansfield has not been subject to a judgment, decree or final
order enjoining future violation of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws during the last five years;
(f) Citizenship: United States.
14. (a) Name: Caroline S. McBride;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Global
Strategic Group Incorporated;
(d) Ms. McBride has not been convicted in a criminal proceeding during the
last five years;
(e) Ms. McBride has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
15. (a) Name: Daniel F. Miranda;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Global
Capital Management Group Incorporated;
(d) Mr. Miranda has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Miranda has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
16. (a) Name: A. Richard Moore;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Global
Strategic Group Incorporated;
(d) Mr. Moore has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Moore has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
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17. (a) Name: Constance B. Moore;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Global
Strategic Group Incorporated;
(d) Ms. Moore has not been convicted in a criminal proceeding during the
last five years;
(e) Ms. Moore has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
18. (a) Name: Jeremy J. Plummer;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital European
Realty;
(d) Mr. Plummer has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Plummer has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United Kingdom.
19. (a) Name: Kenneth D. Statz;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Global
Capital Management Group Incorporated;
(d) Mr. Statz has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Statz has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
20. (a) Name: Donald E. Suter;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Markets
Group Incorporated;
(d) Mr. Suter has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Suter has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
21. (a) Name: James C. Swaim;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Senior Vice President, Security Capital Group
Incorporated;
(d) Mr. Swaim has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Swaim has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
22. (a) Name: Paul E. Szurek;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Chief Financial Officer, Security Capital Group
Incorporated;
(d) Mr. Szurek has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Szurek has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
<PAGE>
23. (a) Name: Robert S. Underhill;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Global
Strategic Group Incorporated;
(d) Mr. Underhill has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Underhill has not been subject to a judgment, decree or final
order enjoining future violation of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws during the last five years;
(f) Citizenship: United States.
24. (a) Name: Jean-Francois van Hecke;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital (U.K.)
Management Limited;
(d) Mr. van Hecke has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. van Hecke has not been subject to a judgment, decree or final
order enjoining future violation of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws during the last five years;
(f) Citizenship: Belgium.
25. (a) Name: Hai-Ou Yang;
(b) Business Address: c/o SC Group Incorporated, 7777 Market Center
Avenue, El Paso, Texas 79912;
(c) Principal Employment: Managing Director, Security Capital Global
Strategic Group Incorporated;
(d) Mr. Yang has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Yang has not been subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
Item 5. Interest in Securities of Issuer.
Item 5 of the 13D is hereby amended and supplemented as follows:
(a),(b) Effective March 30, 1999, Meridian Industrial Trust, Inc.
("Meridian") merged with and into ProLogis with ProLogis being the surviving
entity in the merger. In the merger, ProLogis issued approximately 37.4 million
Shares. As a result of such issuance, GROUP's beneficial ownership of Shares
decreased from approximately 40.3% to approximately 30.96%.
The following table sets forth the beneficial ownership of Shares for each
person named in Item 2. Unless otherwise indicated in the footnotes, each such
person has sole power to vote or to direct the vote and sole power to dispose or
direct the disposition of such Shares.
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Number of Shares Percent of
Person Beneficially Owned All Shares
------ ------------------ ----------
Security Capital Group Incorporated (1)... 49,903,814(1) 30.96%
C. Ronald Blankenship..................... 594(2) *
Samuel W. Bodman.......................... 32,308(3) *
Hermann Buerger........................... 0 *
John P. Frazee, Jr........................ 7,799(4) *
Cyrus F. Freidheim, Jr.................... 9,958 *
H. Laurance Fuller........................ 2,846(5) *
Ray L. Hunt............................... 160,135(6) *
John T. Kelley, III....................... 90,771(7) *
William D. Sanders........................ 2,740(8) *
Peter S. Willmott......................... 6(9) *
Thomas B. Allin........................... 0 *
Didier J. Cherpitel....................... 0 *
Jeffrey A. Cozad.......................... 3,133(10) *
Steven F. Dichter......................... 200 *
John H. Gardner, Jr....................... 0 *
C. Robert Heaton.......................... 0 *
W. Joseph Houlihan........................ 0 *
Jeff A. Jacobson.......................... 0 *
Gordon S. Kerr............................ 0 *
Jeffrey A. Klopf.......................... 1,522(11) *
Anthony R. Manno, Jr...................... 0 *
Todd W. Mansfield......................... 0 *
Caroline S. McBride....................... 0 *
Daniel F. Miranda......................... 0 *
A. Richard Moore.......................... 0 *
Constance B. Moore........................ 0 *
Jeremy J. Plummer......................... 0 *
Kenneth D. Statz.......................... 0 *
-8-
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Number of Shares Percent of
Person Beneficially Owned All Shares
------ ------------------ ----------
Donald E. Suter........................... 0 *
James C. Swaim............................ 0 *
Paul E. Szurek............................ 0 *
Robert S. Underhill....................... 0 *
Jean-Francois van Hecke................... 0 *
Thomas G. Wattles......................... 26,373(12) *
Hai-Ou Yang............................... 0 *
____________________
* Less than 1%
(1) These shares are owned of record by SC Realty Incorporated, a wholly owned
subsidiary of GROUP.
(2) Includes 111 shares owned by Mr. Blankenship's child.
(3) Shares are owned by the Bodman Foundation, a charitable trust for which Mr.
Bodman is trustee and in which Mr. Bodman disclaims any beneficial
interest.
(4) Includes 6 shares held by Mr. Frazee's children and 2 shares held by his
wife.
(5) Includes 402 shares owned by Mr. Fuller's wife.
(6) Includes 6,343 shares held by family trust for which Mr. Hunt is trustee,
3,801 shares for which Mr. Hunt shares beneficial ownership pursuant to
powers of attorney, 146,192 shares held by a family limited partnership of
which a corporation that Mr. Hunt owns is the general partner, and 2,532
shares held by corporations owned directly by Mr. Hunt or by trusts of
which he is the trustee.
Excludes 1,269 shares owned by Mr. Hunt's wife as separate property, as to
which Mr. Hunt disclaims beneficial ownership.
(7) Includes 88,833 shares held in trust for which Mr. Kelley is trustee.
(8) Includes 2,275 shares held by Mr. Sanders' family partnership and 455
shares held by Mr. Sanders' wife and children. On February 16, 1999, Mr.
Sanders sold 33,516 Shares at a price of $19.3396 per Share; on February
16, 1999, a partnership controlled by Mr. Sanders sold 22,666 Shares at a
price of $19.4202 per Share; on February 17, 1999, Mr. Sanders sold 106,400
Shares at a price of $19.2189; on March 18, 1999, Mr. Sanders sold 39,600
Shares at a price of $18.6722 per Share; and on March 22, 1999, a
partnership controlled by Mr. Sanders sold 80,731 Shares at a price of
$19.9807 per Share.
(9) Four shares held by Mr. Willmott's children and two share held by Mr.
Willmott's wife.
(10) Shares are held in three Trust accounts for which Mr. Cozad is Trustee.
(11) Mr. Klopf's shares are held in an IRA account.
(12) Includes 5.9 shares held by Mr. Wattles' wife, 2,212.95 shares owned by Mr.
Wattles, Wattles' children, and 7,424 shares held in an IRA account.
(c) No transactions in Shares were effected in the past sixty days by the
persons listed in the above table, except as indicated in the footnotes to the
table.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 26, 1999
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ Jeffrey A. Klopf
---------------------
Jeffrey A. Klopf
Secretary
