-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UNUXts6Twc1iGEy4PfMEbQj/DUBWp/HuZT1Tb27B/aoD0/W82shS1BZ7d7uIcr8O vHfpYuRsR365OcKEcso/nQ== 0000899881-99-000013.txt : 19990416 0000899881-99-000013.hdr.sgml : 19990416 ACCESSION NUMBER: 0000899881-99-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 ITEM INFORMATION: FILED AS OF DATE: 19990415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROLOGIS TRUST CENTRAL INDEX KEY: 0000899881 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 742604728 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12846 FILM NUMBER: 99594075 BUSINESS ADDRESS: STREET 1: 14100 EAST 35TH PLACE CITY: AURORA STATE: CO ZIP: 80011 BUSINESS PHONE: 3033759292 MAIL ADDRESS: STREET 1: 14100 EAST 35TH PLACE CITY: AURORA STATE: CO ZIP: 80011 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY CAPITAL INDUSTRIAL TRUST DATE OF NAME CHANGE: 19931228 8-K 1 FORM 8-K 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): April 13, 1999 PROLOGIS TRUST (Exact name of registrant as specified in its charter) Maryland 01-12846 74-2604728 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 14100 East 35th Place 80011 Aurora, Colorado (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (303) 375-9292 Not Applicable (Former name or former address, if changed since last report) - ------------------------------------------------------------------------------- PAGE> ITEM 5. OTHER EVENTS This Current Report on Form 8-K is being filed by ProLogis Trust ("ProLogis") to provide pro forma condensed financial information of Meridian Industrial Trust, Inc. ("Meridian") as of December 31, 1998. On March 30, 1999, Meridian was merged with and into ProLogis. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: None (b) Pro Forma Financial Information: None (c) Exhibits: 99.1 Pro Forma Condensed Consolidated Statement of Operations and Notes of Meridian Industrial Trust, Inc. for the year ended December 31, 1998. 3 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 thereunto duly authorized. PROLOGIS TRUST By: /s/ Walter C. Rakowich ----------------------------- Walter C. Rakowich Managing Director and Chief Financial Officer (Principal Financial Officer) Date: April 13, 1999 By: /s/ Shari J. Jones ----------------------------- Shari J. Jones Vice President (Principal Accounting Officer) EX-99.1 2 PROFORMA FINANCIAL STATEMENTS EXHIBIT 99.1 MERIDIAN INDUSTRIAL TRUST, INC. PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED, IN THOUSANDS, EXCEPT SHARE DATA) The accompanying unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 1998 of Meridian Industrial Trust, Inc. (the "Company") has been prepared to reflect (i) the incremental effect of properties acquired from January 1, 1998 to December 31, 1998 either directly or through one of its consolidated partnerships ("Acquisitions"), (ii) the incremental effect of properties divested from January 1, 1998 to December 31, 1998 either directly or through one of its consolidated partnerships ("Divestitures"), (iii) adjustments to interest expense resulting from the paydown of the Unsecured Credit Facility using the net proceeds received from a preferred stock offering and a direct placement of 850,000 shares of the Company's common stock , (iv) the amendment to the Unsecured Credit Facility resulting from the reduction in the interest rate to LIBOR plus 1.2%, (v) adjustments to interest expense to resulting from the short-term loan agreement entered into by the Company, and (vi) adjustments to interest expense to reflect additional borrowings on the Unsecured Credit Facility to fund the acquisitions referred to above, on the operations of the Company as if such transactions and adjustments had occurred on January 1, 1998. There were no transactions subsequent to December 31, 1998 that have been assumed to have occurred as of December 31, 1998. Accordingly, no pro forma condensed consolidated balance sheet as of December 31, 1998 is presented. The pro forma condensed consolidated statement of operations should be read in conjunction with the historical consolidated financial statements of the Company for the year ended December 31, 1998 that have been filed as an exhibit to the Current Report on Form 8-K of ProLogis Trust ("ProLogis") on April 13, 1999. On March 30, 1999, the Company was merged with and into ProLogis. Accordingly, the Company did not file an Annual Report on Form 10-K for the year ended December 31, 1998. In the opinion of the Company's management, the pro forma condensed consolidated statement of operations provides for all adjustments necessary to reflect the effects of the transactions noted above, excluding the merger with ProLogis. The pro forma condensed consolidated statement of operations for the year ended December 31, 1998 and the notes thereto are unaudited and are not necessarily indicative of the actual results that would have occurred if the transactions and adjustments reflected therein had been consummated in the period presented, nor does it purport to represent the results of operations for future periods. 5 Meridian Industrial Trust, Inc. Pro Forma Condensed Consolidated Statement of Operations For the Year Ended December 31, 1998 (unaudited, in thousands, except share data)
Historical Acquisitions Divestitures Other(4) Pro Forma (1) (2) (3) ---------- ------------ ------------ ------- --------- Revenues: Rentals from real estate $ 118,988 $ 7,101 $ (2,815) $ - $ 123,274 investments Income from unconsolidated JV 2,236 - - - 2,236 Income from unconsolidated 2,472 864 - - 3,336 subsidiaries Interest and other income 2,590 121 224 2,935 --------- -------- ---------- ------- --------- Total revenue 126,286 8,086 (2,591) 131,781 --------- -------- ---------- ------- --------- Operating Expenses: Interest 25,583 - - (555) 25,028 Property taxes 15,889 741 (288) 16,342 Interest Rate Protection Agreement 12,633 12,633 Property operating 8,976 459 (411) - 9,024 General and administrative 8,333 - - - 8,333 Merger related costs 825 825 Depreciation and amortization 23,943 1,764 (414) 25,293 --------- -------- ---------- ------- --------- Total operating expenses 96,182 2,964 (1,113) (555) 97,478 --------- -------- ---------- ------- --------- Income before minority interest 30,104 5,122 (1,478) 555 34,303 Minority interest in net income (574) (473) (1,047) --------- -------- ---------- ------- --------- Net income (5) 29,530 $ 4,649 $ (1,478) $ 555 33,256 ========= ======== ========== ======= Series B Preferred Dividend (6) (2,358) (2,142) Series D Preferred Dividend (7) (2,199) (4,375) --------- --------- Net income allocable to Common Shares $ 24,973 $ 26,739 ========= ========= Net income allocable to Common Shares per Common Share: Basic (8) $ 0.81 $ 0.84 ========= ========= Diluted (8) $ 0.80 $ 0.83 ========= ========= Weighted average Common Shares outstanding: Basic (8) 30,892,467 31,697,491 ========== ========== Diluted (8) 31,342,959 32,147,983 ========== ==========
The accompanying notes are an integral part of these statements. 6 Meridian Industrial Trust, Inc. Notes and Adjustments To Pro Forma Condensed Consolidated Statement of Operations For The Year Ended December 31, 1998 (Unaudited, In Thousands, Except Share Data) (1) Represents the historical condensed consolidated results of operations for the year ended December 31, 1998. Included in the historical consolidated results of operations were the following completed developments which the Company either placed in service or acquired from the Seller upon completion of the development project during the year ended December 31, 1998:
Book Value Before Property Development Date Placed Accumulated Rental Property Operating Property in Service Depreciation Revenue Tax Expenses ----------- ------------ ------------ --------- -------- --------- Enterprise B June 6, 1998 $ 4,632 $ 213 $ 25 $ 16 Enterprise C June 8, 1998 6,557 348 38 6 Gateway One June 30, 1998 19,251 549 51 -- 2235 Spiegel Drive July 24, 1998 19,270 356 8 3 Carowinds Aug. 5, 1998 21,822 560 -- -- 4000 Miller Circle Sept.3, 1998 19,099 173 20 -- 2600 Brodhead Rd. Oct. 9, 1998 26,032 599 -- 6 Meridian Distribution Center Dec. 7, 1998 19,910 144 -- 16 --------- --------- ------- ------ Total $ 136,573 $ 2,942 $ 142 $ 47 ========= ========= ======= ======
Excludes gains on divestitures of properties of $4,436. (2) Reflects the incremental effect (i.e. as if such Acquisitions had occurred or been completed on January 1, 1998) of the Acquisitions made by the Company either directly or through one of its consolidated partnerships during the period from January 1, 1998 to December 31, 1998. The incremental depreciation and amortization is based upon estimated useful lives of 35 years. The following table sets forth the revenues and expenses of the Acquisitions for the period from January 1, 1998 to the earlier of the date of acquisition or December 31, 1998:
Property Minority Rental Interest Operating Interest in Property Market Revenue Income Property Tax Expenses Net Income -------- ------ ------- -------- ------------ --------- ----------- 25 Otis Street New Jersey $ 287 $ -- $ 27 $ 34 $ -- 2300 Principal Row Orlando 133 -- 13 13 -- 624 Krona Drive Dallas 60 -- 10 7 -- Foothills Ranch (2 Properties) LA Basin 121 -- 16 3 -- 7050 Alan Schwartzwalder Columbus 101 -- 2 6 -- 15450 E. Salt Lake Avenue LA Basin 97 -- 23 9 --
7
Property Minority Rental Interest Property Operating Interest in Property Market Revenue Income Tax Expenses Net Income -------- --------- ------- -------- -------- --------- ----------- Security Capital Swap (5 Properties) Memphis $ 870 $ -- $ 100 $ 90 $ -- 701 Malaga LA Basin 157 -- 73 60 -- Romeo Portfolio (2 Properties) Chicago 593 -- 71 40 -- 8399 Zionsville Road Indianapolis 270 -- 49 -- -- 5141 E. Santa Ana LA Basin 314 -- 34 11 -- Jackson Shaw II (7 Properties) Dallas and 1,335 121 153 110 473 Las Vegas Oates Portfolio (3 Properties) SF Bay Area 1,222 -- 153 57 -- Pizzuti Portfolio (4 Properties) Columbus, 1,541 -- 17 19 -- Kentucky and Florida ------- ------- ------ ------ ------- Total $ 7,101 $ 121 $ 741 $ 459 $ 473 ======= ======= ====== ====== =======
Included in the Pizzuti Portfolio are three completed developments that were placed in service by the seller during the year ended December 31, 1998:
Book Value Before Property Development Date Placed Accumulated Rental Property Operating Property in Service Depreciation Revenue Tax Expenses ----------- ---------- ------------ ------- -------- -------- 2000 Park Oaks Ave. March 1, 1998 $ 6,251 $ 312 $ 2 $ 12 7111 Trade Port Drive May 1, 1998 9,476 379 2 3 2701 Charter Street Aug. 4, 1998 8,020 127 1 2 --------- ----- ---- ----- Total $ 23,747 $ 818 $ 5 $ 17 ========= ===== ==== =====
The Acquisitions were funded with: (i) funds released from an escrow account amounting to $4,228, (ii) draws on the Unsecured Credit Facility, (iii) the assumption of mortgage notes payable in the principal amount of $16,153, (iv) an additional borrowing under a mortgage note payable in the principal amount of $16,000, and (v) cash on hand. Also reflects estimated incremental income from unconsolidated subsidiaries based on (i) pro forma equity income from Meridian Refrigerated, Inc. ("MRI") totaling $156, (ii) secured loans extended to MRI totaling $29,758 ($14,400 in February, 1998 and $15,358 in June, 1998) accruing interest at 9% per annum, and (iii) unsecured loans extended to MRI totaling $5,567 ($2,400 in February, 1998 and $3,167 in June, 1998) accruing interest at 10% per annum. The incremental interest income accrued by the Company on the secured and unsecured loans extended to MRI amounted to $576 and $132, respectively. Also reflects a loan extended by the Company to a minority limited partner aggregating to $6,000. The note receivable is secured by the limited partner's partnership units, bears interest at the one-month LIBOR rate plus 2.75% (7.81% at December 31, 1998) with interest payable monthly, and matures on March 20, 2001. (3) Reflects the divestiture of seven properties during 1998, three of which were through a property-for-property swap transaction. The net proceeds from the remaining divestitures aggregated to $23,297 and were used to repay borrowings under the Unsecured Credit Facility. In connection with the sale of the San Carlos property, the Company received a note receivable in the principal amount of $8,000. The note receivable accrues interest at 8.5% per annum, requires monthly payments of interest only, and matures on May 1, 2007. No gain or loss on divestiture was recognized in connection with the property swap transaction. (4) The adjustments to the pro forma interest expense for the year ended December 31, 1998 are based upon the Company's pro forma debt balance as of December 31, 1998 as follows: 8
Unsecured notes: Balance of $135,000 bearing interest at 7.25%...................$ 9,788 Balance of $25,000 bearing interest at 7.30%.................... 1,825 Mortgage loan balance of $66,094 bearing interest at 8.63%........ 5,703 Unsecured Credit Facility, balance of $301,700 bearing interest at LIBOR + 1.2% (6.54% at December 31, 1998)........... 19,731 Mortgage notes payable bearing interest at rates ranging from 6.74% to 8.30%............................................. 2,714 Unused commitment fee based on unadjusted pro forma debt balance on the Unsecured Credit Facility of $48,300............. 72 Amortization of loan fees......................................... 1,173 Agency fee........................................................ 50 Capitalized interest, based on average historical construction in process of $221,305 at an effective interest rate of 6.54%... (16,028) ------- Pro forma interest expense for the year ended December 31, 1998............................................... $25,028 =======
(5) Pro forma taxable income for the nine months ended December 31, 1998 was approximately $41,561. (6) Pro forma Series B Preferred Stock dividends are based upon 1,623,376 shares outstanding on December 31, 1998, paying dividends at an annual rate of $1.32 per share. 649,351 shares of Series B Preferred Stock were converted into Common Stock on a one-for-one basis in July, 1998. (7) Reflects the incremental effect of the Company's Preferred Stock Offering of 2,000,000 shares of Series D Preferred Stock, paying dividends at an annual rate of $2.1875 per share. The net proceeds of approximately $48,125 were used to repay borrowings on the Company's Unsecured Credit Facility. (8) Basic earnings per share is computed as net income or loss allocable to common divided by the weighted average number of shares of Common Stock outstanding, excluding the dilutive effects of stock options and other potentially dilutive securities. Diluted earnings per share is computed as net income or loss allocable to common divided by the weighted average number of shares of Common Stock outstanding, plus the dilutive effect of stock options and other potentially dilutive securities. 9 -----END PRIVACY-ENHANCED MESSAGE-----