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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)      September 14, 2005     
ProLogis
 
(Exact Name of Registrant as Specified in its Charter)
Maryland
 
(State or Other Jurisdiction of Incorporation)
     
1-12846   74-2604728
     
(Commission File Number)   (I.R.S. Employer Identification No.)
     
14100 East 35th Place, Aurora, Colorado   80011
     
(Address of Principal Executive Offices)   (Zip Code)
(303) 375-9292
 
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
 
(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):
x   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   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 September 14, 2005, ProLogis and Catellus Development Corporation (“Catellus”) issued a joint press release announcing the preliminary results of the elections made by Catellus Prologis and stockholders in connection with the merger of Catellus with and into Palmtree Acquisition Corporation, a subsidiary of ProLogis (“Merger Sub”), as contemplated by the Agreement and Plan of Merger dated as of June 5, 2005, as amended, by and among ProLogis, Merger Sub and Catellus. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
     
Exhibit 99.1
  Press Release, dated September 14, 2005

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SIGNATURE
     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
 
 
September 14, 2005  By:   /s/ Walter C. Rakowich    
    Name:   Walter C. Rakowich   
    Title:   President and Chief Operating Officer   
 

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EXHIBIT INDEX
     
Exhibit No.   Description
99.1
  Press Release, dated September 14, 2005