<PAGE> 1
Filed Pursuant to Rule 424(b)3
File No: 333-75893
December 20, 2000
[PROLOGIS LOGO]
Supplement to Prospectus dated June 16, 1999
Dear Investor,
We would like to announce some changes in the ProLogis Trust 1999 Dividend
Reinvestment and Share Purchase Plan. On April 13, 2000 ProLogis began offering
shares directly online through a relationship with our transfer agent,
EquiServe, L.P. and the online investor services company, StockPower Inc. On
October 17, 2000, StockPower announced that their service would no longer be
available. Thus, investors may no longer establish a ProLogis online direct
share purchase account through StockPower Inc. However, ProLogis plans to
provide existing shareholders the ability to make additional direct share
purchases online through our transfer agent EquiServe's website at
www.equiserve.com. We expect this functionality to be available early in 2001.
Shortly thereafter, EquiServe plans to have the capability to support newly
established online purchase accounts through its website. You will be notified
when this new service is available.
Existing shareholders can continue to review shareholder account information
online anytime at www.equiserve.com. In order to view your shareholder account
information and make direct share purchases online (once available), please go
to the Account Access area of the EquiServe website and follow the instructions
on establishing online account access. A personal identification number (PIN)
was sent to you in the spring with your dividend statement. If you no longer
have access to that PIN, you may contact EquiServe at 1-800-956-3378 to receive
a new PIN and establish online access to your account.
The plan still contains two investment dates each month for you to make payments
of up to a total of $5,000. The plan rules remain unchanged for optional cash
purchases in excess of $5,000 in a given month. Please see question 12 of the
plan prospectus for information on requesting a waiver of the $5,000 maximum.
The investment dates for 2001 and 2002 for standard optional cash purchases
between $200 and $5,000 per month are set forth on the reverse side of this
document in Exhibit A. The investment and threshold dates for 2001 and 2002 for
purchases in excess of $5,000 per month (subject to the acceptance by ProLogis
of a request for waiver) are displayed on the reverse side of this document in
Exhibit B.
Current participants in the plan are already aware of the advantages of
investing in ProLogis under the plan. If you are considering enrolling in the
plan for the first time, there are a number of attractive features of the plan
we would like to bring to your attention. The following is qualified by
reference to the complete provisions described in the plan.
- You may make optional cash purchases at a discount to market prices,
which is currently established at 2%, and without paying brokerage
commissions.
- You can arrange to have all or some of your ProLogis distributions
reinvested.
- You can authorize monthly "automatic investments" in ProLogis by a
pre-authorized transfer of funds from your checking or savings
account. To receive an automatic monthly investment enrollment form,
please contact EquiServe at 1-800-956-3378.
- You may deposit your common share certificates with the plan
administrator and have the ownership of those common shares maintained
by the plan administrator as part of your account.
We continue to look for new, convenient ways in which to offer ProLogis common
shares. If you have any additional questions, please feel free to contact an
investor relations representative at 1-800-820-0181.
Thank you for your continued support.
K. Dane Brooksher
Chairman and Chief Executive Officer
<PAGE> 2
Exhibit A
<TABLE>
<CAPTION>
Online Order Cutoff Date for
Placement Date* Optional Cash Investment Date
--------------- --------------- ---------------
<S> <C> <C>
January 4, 2001 January 11, 2001 January 16, 2001
January 22, 2001 January 29, 2001 January 31, 2001
February 6, 2001 February 13, 2001 February 15, 2001
February 13, 2001 February 21, 2001 February 23, 2001
March 6, 2001 March 13, 2001 March 15, 2001
March 21, 2001 March 28, 2001 March 30, 2001
April 4, 2001 April 11, 2001 April 16, 2001
April 19, 2001 April 26, 2001 April 30, 2001
May 4, 2001 May 11, 2001 May 15, 2001
May 16, 2001 May 23, 2001 May 25, 2001
June 6, 2001 June 13, 2001 June 15, 2001
June 20, 2001 June 27, 2001 June 29, 2001
July 5, 2001 July 12, 2001 July 16, 2001
July 20, 2001 July 27, 2001 July 31, 2001
August 6, 2001 August 13, 2001 August 15, 2001
August 15, 2001 August 22, 2001 August 24, 2001
September 5, 2001 September 12, 2001 September 14, 2001
September 19, 2001 September 26, 2001 September 28, 2001
October 4, 2001 October 11, 2001 October 15, 2001
October 22, 2001 October 29, 2001 October 31, 2001
November 6, 2001 November 13, 2001 November 15, 2001
November 13, 2001 November 20, 2001 November 23, 2001
December 5, 2001 December 12, 2001 December 14, 2001
December 19, 2001 December 27, 2001 December 31, 2001
</TABLE>
<TABLE>
<CAPTION>
Online Order Cutoff Date for
Placement Date* Optional Cash Investment Date
--------------- --------------- ---------------
<S> <C> <C>
January 4, 2002 January 11, 2002 January 15, 2002
January 22, 2002 January 29, 2002 January 31, 2002
February 6, 2002 February 13, 2002 February 15, 2002
February 13, 2002 February 21, 2002 February 25, 2002
March 6, 2002 March 13, 2002 March 15, 2002
March 19, 2002 March 26, 2002 March 28, 2002
April 4, 2002 April 11, 2002 April 15, 2002
April 19, 2002 April 26, 2002 April 30, 2002
May 6, 2002 May 13, 2002 May 15, 2002
May 15, 2002 May 22, 2002 May 24, 2002
June 5, 2002 June 12, 2002 June 14, 2002
June 19, 2002 June 26, 2002 June 28, 2002
July 3, 2002 July 11, 2002 July 15, 2002
July 22, 2002 July 29, 2002 July 31, 2002
August 6, 2002 August 13, 2002 August 15, 2002
August 15, 2002 August 22, 2002 August 26, 2002
September 5, 2002 September 12, 2002 September 16, 2002
September 19, 2002 September 26, 2002 September 30, 2002
October 4, 2002 October 11, 2002 October 15, 2002
October 22, 2002 October 29, 2002 October 31, 2002
November 6, 2002 November 13, 2002 November 15, 2002
November 13, 2002 November 20, 2002 November 22, 2002
December 5, 2002 December 12, 2002 December 16, 2002
December 19, 2002 December 27, 2002 December 31, 2002
</TABLE>
* will be valid once online order placement is available through EquiServe
Exhibit B**
<TABLE>
<CAPTION>
Optional Cash Investment Investment Period
Threshold Set Date Payment Due Date Commencement Date Conclusion Date
------------------ ---------------- ----------------- -----------------
<S> <C> <C> <C>
January 12, 2001 January 17, 2001 January 18, 2001 January 31, 2001
February 6, 2001 February 8, 2001 February 9, 2001 February 23, 2001
March 14, 2001 March 16, 2001 March 19, 2001 March 30, 2001
April 11, 2001 April 16, 2001 April 17, 2001 April 30, 2001
May 9, 2001 May 11, 2001 May 14, 2001 May 25, 2001
June 13, 2001 June 15, 2001 June 18, 2001 June 29, 2001
July 13, 2001 July 17, 2001 July 18, 2001 July 31, 2001
August 8, 2001 August 10, 2001 August 13, 2001 August 24, 2001
September 12, 2001 September 14, 2001 September 17, 2001 September 28, 2001
October 15, 2001 October 17, 2001 October 18, 2001 October 31, 2001
November 6, 2001 November 8, 2001 November 9, 2001 November 23, 2001
December 12, 2001 December 14, 2001 December 17, 2001 December 31, 2001
January 14, 2002 January 16, 2002 January 17, 2002 January 31, 2002
February 6, 2002 February 8, 2002 February 11, 2002 February 25, 2002
March 12, 2002 March 14, 2002 March 15, 2002 March 28, 2002
April 12, 2002 April 16, 2002 April 17, 2002 April 30, 2002
May 8, 2002 May 10, 2002 May 13, 2002 May 24, 2002
June 12, 2002 June 14, 2002 June 17, 2002 June 28, 2002
July 15, 2002 July 17, 2002 July 18, 2002 July 31, 2002
August 8, 2002 August 12, 2002 August 13, 2002 August 26, 2002
September 12, 2002 September 16, 2002 September 17, 2002 September 30, 2002
October 15, 2002 October 17, 2002 October 18, 2002 October 31, 2002
November 6, 2002 November 8, 2002 November 11, 2002 November 22, 2002
December 12, 2002 December 16, 2002 December 17, 2002 December 31, 2002
</TABLE>
** applicable only to purchases in excess of $5,000, subject to the waiver
guidelines outlined in the plan prospectus
3640-PROSUP-12/00
