-----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, WtovXGZ3eg78/V2sB2vlMiA3jLlknaDGfKlLEtjmnR+LqudK1YXYuGKY0YC9lJ2f Uvi+NR8QUGe0WMbQXrZm5A== /in/edgar/work/0000902561-00-000418/0000902561-00-000418.txt : 20000929 0000902561-00-000418.hdr.sgml : 20000929 ACCESSION NUMBER: 0000902561-00-000418 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000927 EFFECTIVENESS DATE: 20000927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROLOGIS TRUST CENTRAL INDEX KEY: 0000899881 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 742604728 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46698 FILM NUMBER: 729494 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 S-8 1 0001.txt As filed with the Securities and Exchange Commission on September 27, 2000 File No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------------------- PROLOGIS TRUST (Exact name of registrant as specified in its charter) MARYLAND 74-2604728 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 14100 East 35th Place 80011 Aurora, Colorado (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (303) 375-9292 PROLOGIS TRUST 2000 SHARE OPTION PLAN FOR OUTSIDE TRUSTEES (Full title of the plan) Edward S. Nekritz ProLogis Trust 14100 East 35th Place Aurora, Colorado 80011 (303) 375-9292 (Agent for Service) --------------------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities to be Price Offering Registration to be Registered Registered Per Share* Price* Fee - -------------------------------------------------------------------------------- Common Shares of Beneficial Interest, $.01 par value (including related preferred share purchase rights)......... 400,000 Shares $23.781 $9,512,400 $2,511.27 ================================================================================ * Estimated solely for the purpose of computing the registration fee on the basis of the average of the high and low prices for the Common Shares as reported on the New York Stock Exchange on September 25, 2000. ================================================================================ Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of documents by reference. The following documents, which have heretofore been filed by ProLogis Trust ("ProLogis") with the Securities and Exchange Commission (File No. 1-12846) are incorporated by reference herein and shall be deemed to be a part hereof: (a) Annual Report on Form 10-K for the year ended December 31, 1999; (b) Quarterly Report on Form 10-Q for the quarter ended June 30, 2000; and (c) The description of ProLogis's Common Shares of Beneficial Interest, $.01 par value per share, and the related Preferred Share Purchase Rights included in ProLogis's Registration Statements on Form 8-A, as amended, filed with the Commission. All documents subsequently filed by ProLogis pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity of the issuance of the Common Shares registered hereunder will be passed upon for ProLogis by the law firm of Mayer, Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is currently representing ProLogis and certain of its affiliates. Item 6. Indemnification of Directors and Officers. Article 4, Section 10 of the Declaration of Trust provides as follows with respect to the limitation of liability of Trustees: "To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of trustees of a real estate investment trust, no Trustee of the Trust shall be liable to the Trust or to any Shareholder for money damages. Neither the amendment nor repeal of this Section 10, nor the adoption or amendment of any other provision of this Declaration of Trust inconsistent with this Section 10, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. In the absence of any Maryland statute limiting the liability of trustees of a Maryland real estate investment trust for money damages in a suit by or on behalf of the Trust or by any Shareholder, no Trustee of the Trust shall be liable to the Trust or to any Shareholder for money damages except to the extent that (i) the Trustee actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (ii) a judgment or other final adjudication adverse to the Trustee is entered in a proceeding based on a finding in the proceeding that the Trustee's action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding." Article 4, Section 11 of the Declaration of Trust provides as follows with respect to the indemnification of Trustees: "The Trust shall indemnify each Trustee, to the fullest extent permitted by Maryland law, as amended from time to time, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she was a Trustee of the Trust or is or was serving at the request of the Trust as a director, trustee, officer, partner, manager, member, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, limited liability company, other enterprise or employee benefit plan, from all claims and liabilities to which such person may become subject by reason of service in such capacity and shall pay or reimburse reasonable expenses, as such expenses are incurred, of each Trustee in connection with any such proceedings." Article 8, Section 1 of the Declaration of Trust provides as follows with respect to the limitation of liability of officers and employees: "To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of officers of a real estate investment trust, no officer of the Trust shall be liable to the Trust or to any Shareholder for money damages. Neither the amendment nor repeal of this Section 1, nor the adoption or amendment of any other provision of this Declaration of Trust inconsistent with this Section 1, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. In the absence of any Maryland statute limiting the liability of officers of a Maryland real estate investment trust for money damages in a suit by or on behalf of the Trust or by any Shareholder, no officer of the Trust shall be liable to the Trust or to any Shareholder for money damages except to the extent that (i) the officer actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (ii) a judgment or other final adjudication adverse to the officer is entered in a proceeding based on a finding in the proceeding that the officer's action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding." Article 8, Section 2 of the Declaration of Trust provides as follows with respect to the indemnification of Trustees: "The Trust shall have the power to indemnify each officer, employee and agent, to the fullest extent permitted by Maryland law, as amended from time to time, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she was an officer, employee or agent of the Trust or is or was serving at the request of the Trust as a director, trustee, officer, partner, manager, member, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, limited liability company, other enterprise or employee benefit plan, from all claims and liabilities to which such person may become subject by reason of service in such capacity and shall pay or reimburse reasonable expenses, as such expenses are incurred, of each officer, employee or agent in connection with any such proceedings." ProLogis has entered into indemnity agreements with each of its officers and Trustees which provide for reimbursement of all expenses and liabilities of such officer or Trustee, arising out of any lawsuit or claim against such officer or Trustee due to the fact that he was or is serving as an officer or Trustee, except for such liabilities and expenses (a) the payment of which is judicially determined to be unlawful, (b) relating to claims under Section 16(b) of the Securities Exchange Act of 1934 or (c) relating to judicially determined criminal violations. In addition, ProLogis has entered into indemnity agreements with each of its Trustees who is not also an officer of ProLogis which provide for indemnification and advancement of expenses to the fullest lawful extent permitted by Maryland law in connection with any pending or completed action, suit or proceeding by reason of serving as a Trustee and ProLogis has established a trust to fund payments under the indemnification agreements. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See Index to Exhibits. Item 9. Undertakings. A. Rule 415 Offering. ----------------- The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. Filings Incorporating Subsequent Exchange Act Documents by Reference. -------------------------------------------------------------------- The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Indemnification of Directors and Officers. ----------------------------------------- Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions of the registrant's charter or by-laws or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, ProLogis has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Aurora, State of Colorado, on September 26, 2000. ProLogis Trust By: /s/ K. Sane Brooksher -------------------------------------------- K. Dane Brooksher Chairman, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of ProLogis Trust, a Maryland real estate investment trust, and the undersigned trustees and officers of ProLogis Trust, hereby constitutes and appoints K. Dane Brooksher, M. Gordon Keiser, Jr. and Edward S. Nekritz, its or his true and lawful attorneys-in-fact and agents, for it or him and in its or his name, place and stead, in any and all capacities, with full power to act alone, to sign a registration statement filed with the Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and any and all amendments thereto, and to file each such registration statement or amendment, with all exhibits thereto, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done, as fully and to all intents and purposes as it or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. SIGNATURE TITLE DATE /s/ K. Dane Brooksher - ----------------------------- Chairman, Chief Executive September 26, 2000 K. Dane Brooksher Officer and Trustee /s/ Irving F. Lyons, III President, Chief Investment September 26, 2000 - ----------------------------- Officer and Trustee Irving F. Lyons III /s/ Walter C. Rakowich Chief Financial Officer September 26, 2000 - ----------------------------- and Managing Director Walter C. Rakowich /s/ Shari J. Jones Vice President September 26, 2000 - ----------------------------- (Principal Accounting Shari J. Jones Officer) /s/ Thomas G. Wattles Trustee September 26, 2000 - ----------------------------- Thomas G. Wattles /s/ Stephen L. Feinberg Trustee September 26, 2000 - ----------------------------- Stephen L. Feinberg /s/ Donald P. Jacobs Trustee September 26, 2000 - ----------------------------- Donald P. Jacobs /s/ William G. Myers Trustee September 26, 2000 - ----------------------------- William G. Myers /s/ John E. Robson Trustee September 26, 2000 - ----------------------------- John E. Robson /s/ J. Andre Teixeira Trustee September 26, 2000 - ----------------------------- J. Andre Teixeira /s/ C. Ronald Blankenship Trustee September 26, 2000 - ----------------------------- C. Ronald Blankenship /s/ Kenneth N. Stensby Trustee September 26, 2000 - ----------------------------- Kenneth N. Stensby EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 4.1 Articles of Amendment and Restatement of ProLogis Trust (Incorporated by reference to Exhibit 3.1 to ProLogis' Form 10-Q for the period ending June 30, 1999) 4.1 Amended and Restated Bylaws of ProLogis Trust (Incorporated by reference to Exhibit 3.2 to ProLogis' Form 10-Q for the period ending June 30, 1999) 4.3 Rights Agreement, dated as of December 31, 1993, between ProLogis and State Street Bank and Trust Company, as Rights Agent, including form of Rights Certificate (Incorporated by reference to exhibit 4.4 to ProLogis' registration statement No. 33-78080) 4.4 First Amendment to Rights Amendment, dated as of February 15, 1995, between ProLogis, State Street Bank and Trust Company and The First National Bank of Boston, as successor Rights Agent (Incorporated by reference to exhibit 3.1 to ProLogis' Form 10-Q for the quarter ended September 30, 1995) 4.5 Second Amendment to Rights Agreement, dated as of June 22, 1995, between ProLogis State Street Bank and Trust Company and The First National Bank of Boston (Incorporated by reference to Exhibit 3.1 to ProLogis' Form 10-Q for the quarter ended September 30, 1995) 4.6 Form of share certificate for Common Shares of Beneficial Interest of ProLogis (Incorporated by reference to exhibit 4.4 to ProLogis' registration statement No. 33-73382) 4.7 ProLogis Trust 2000 Share Option Plan for Outside Trustees 5.1 Opinion of Mayer, Brown & Platt as to the validity of the shares being offered 15.1 Letter from Arthur Andersen LLP re unaudited interim financial statements 23.1 Consent of Arthur Andersen LLP, Chicago, Illinois 23.2 Consent of KPMG LLP, Stockholm, Sweden 23.3 Consent of KPMG LLP, New York, New York 23.4 Consent of Mayer, Brown & Platt (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature to this registration statement) EX-4.7 2 0002.txt PROLOGIS TRUST 2000 PLAN Exhibit 4.7 PROLOGIS TRUST 2000 SHARE OPTION PLAN FOR OUTSIDE TRUSTEES 1. Purpose of the Plan. This Share Option Plan is intended to advance the interests of ProLogis Trust (the "Trust") and its shareholders by affording to the Trustees who are not officers or employees of the Trust or its affiliates an additional opportunity to participate in the ownership of the Trust and to benefit from any appreciation in the market value of the Shares in order to motivate, retain and attract the highly competent individuals upon whose judgment, initiative, leadership and continued efforts the success of the Trust depends. 2. Definitions. Unless the context otherwise requires, the following words as used herein shall have the following meanings: (a) "Administrator" - The Secretary of the Trust or other person (who is not an Outside Trustee) designated by the Board of Trustees of the Trust to administer the Plan. (b) "Annual Meeting" - The annual meeting of shareholders of the Trust. (c) "Disability" - Disability resulting from injury or illness which, as determined by the Administrator, renders the Optionee unable to serve as a Trustee of the Trust. (d) "Option" - An option to purchase Shares granted pursuant to the provisions hereof. (e) "Optionee" - An Outside Trustee who has been granted an Option under this Plan and who has executed a written Share Option Agreement with the Trust. (f) "Outside Trustee" - A Trustee of the Trust who is not an officer or employee of the Trust or its affiliates. (g) "Plan" - The ProLogis Trust 2000 Share Option Plan for Outside Trustees set forth herein. (h) "Retirement" - Retirement shall mean the termination of the Trustee's position as a Trustee after providing at least five years of service as a Trustee to the Trust and attaining age 60. (i) "Share Option Agreement" - The agreement described in Section 5 between the Trust and the Optionee pursuant to which the Optionee may purchase Shares hereunder. (j) "Shares" - The Trust's present common shares of beneficial interest and any share or shares of beneficial interest or other securities of the Trust hereafter issued or issuable upon, in respect of or in substitution or in exchange therefor. 3. Administration of the Plan. The Plan shall be administered by the Administrator, who shall, in accordance with the provisions hereof: (i) direct the preparation of any appropriate documentation, including Share Option Agreements, to effectuate the grant of Options, (ii) process and supervise the exercise and termination of Options, (iii) make necessary adjustments to the Shares because of changes in capitalization of the Trust and (iv) perform such other ministerial acts as are necessary to carry out the purposes of the Plan. 4. Shares Subject to Plan. There shall be reserved for use upon exercise of Options granted under the Plan 400,000 Shares (unless such maximum shall be increased or decreased by reason of changes in capitalization as provided in Section 9 hereof). The Shares subject to the Plan may be authorized but unissued Shares, or may be issued Shares which have been reacquired by the Trust. Shares with respect to which an Option has been exercised shall not again be available for Option hereunder, unless the Option shall expire or terminate -1- for any reason without having been exercised in full (including Shares which are surrendered pursuant to Section 5(d)), in which case new Options may be granted hereunder covering such Shares. 5. Options. (a) Option Grant and Agreement. On each date of the Annual Meeting for the years 2000 through and including 2010, each Outside Trustee on such date (after the election of Trustees in the Annual Meeting) shall be granted an Option (or, in the case of Options awarded in 2000, Options under this Plan and under the ProLogis Trust Share Option Plan for Outside Trustees) to purchase in the aggregate 5,000 Shares for the exercise price and subject to the other provisions described below. Each Option granted hereunder shall be evidenced by a written Share Option Agreement dated as of the date of grant and executed by the Trust and the Optionee, which Agreement shall set forth an offer to sell at the Option price, the number of Shares subject to the offer, the period of time during which the offer shall remain open, and such other terms and provisions that are consistent with the Plan. (b) Option Price. The Option price per Share subject to each Option shall be the greater of par value or the closing price of Shares on the New York Stock Exchange on the date of the Annual Meeting corresponding to the Option grant, as such price is reported in the Wall Street Journal on the business day immediately following such date. (c) Option Period. The term of each Option shall be ten (10) years. Each Option shall be subject to earlier termination as hereinafter provided. (d) Share Appreciation Rights Under Certain Circumstances. (i) In the event of the acquisition of fifty percent (50%) or more of the outstanding Shares as a result of any cash tender offer or exchange offer, other than one made by the Trust, the Trust shall give written notice to each Optionee promptly after the date on which the corporation, person or other entity making a cash tender offer or exchange offer acquires fifty percent (50%) or more of the outstanding Shares. Each Optionee shall thereafter have the right, for a period of thirty (30) days after the date of receipt of such notice from the Trust, to either (i) exercise his Option in full, or (ii) surrender his Option, or the unexercised portion thereof, to the Trust in exchange for a cash payment to be made by the Trust to the Optionee within ten (10) days after receipt by the Trust of the Option in an amount representing the difference between the Option price per Share under the Option and the cash price paid per Share in the tender offer, or in the event of an exchange offer, the value per Share of the securities and/or other property offered in such exchange offer. (ii) In the event of the dissolution or liquidation of the Trust, each Option granted under this Plan shall terminate as of such dissolution or liquidation date, provided that each Optionee shall have the right during the thirty (30) day period prior to such date to exercise his Option in full. At the end of such period, any unexercised Option, or any unexercised portion thereof, shall terminate and be of no further effect. 6. Non-Transferability of Options. An Option shall not be transferable otherwise than by will or by the laws of descent and distribution, and an Option may be exercised, during the lifetime of the Optionee, only by the Optionee or by his guardian or legal representative. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, or the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. Notwithstanding the foregoing provisions of this Section, the Administrator may permit Options awarded under the Plan to be transferred to or for the benefit of the Optionee's family (including, without limitation, to a trust or partnership for the benefit of an Optionee's family), subject to such procedures as the Administrator may establish. 7. Exercise of Options; Termination, Death, Disability or Retirement. Each exercise of an Option, or any part thereof, shall be evidenced by a notice in writing to the Trust. The purchase price of the Shares -2- as to which an Option shall be exercised shall be paid in full in cash or by check at the time of exercise. The holder of an Option shall not have any of the rights of a shareholder of the Trust with respect to the Shares covered by the Option except to the extent that one or more certificates for such Shares shall have been delivered to him, or he has been determined by the Trust's Transfer Agent to be a shareholder of record upon due exercise of the Option. If the Optionee's position as a Trustee shall be terminated for any reason other than death, Disability or Retirement, the Optionee shall have the right, during the period ending three months after such termination, to exercise such Option, to the extent vested, but in no event more than the Option period described in Section 5(c). In the event of death, Disability or Retirement, the Optionee in the event of Retirement, the Optionee or his guardian or legal representative in the event of Disability, or his personal representatives, heirs, legatees or distributees in the event of his death, shall have the right, up to twelve (12) months from the date of Disability or date of death and up to thirty-six (36) months from the date of Retirement, as the case may be, to exercise the Option to the extent that the Option is vested and is not exercised (but in any event not more than the Option period described in Section 5(c)). Prior to the date the Shares would otherwise be transferred pursuant to the exercise of an Option, to the extent permitted by the Administrator, an Optionee may irrevocably elect to defer receipt of such Shares until the last day of a later calendar year, but in no event later than the date on which the Optionee's position as a Trustee shall terminate. 8. Compliance with Securities and Other Laws. In no event shall the Trust be required to sell or issue Shares under any Option if the issuance thereof would constitute a violation by either the Optionee or the Trust of any provision of any law or regulation of any governmental authority or any national securities exchange. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange. 9. Adjustments Upon Changes in Capitalization. The Option price shall be adjusted from time to time as follows: (a) Subject to any required action by shareholders, the number of Shares covered by each outstanding Option, and the Option price, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares or the payment of a stock dividend (but only in Shares) or any other increase or decrease in the number of Shares effected without receipt of consideration by the Trust. (b) Subject to any required action by shareholders, if the Trust shall be the surviving corporation in any merger or consolidation, each outstanding Option shall pertain to and apply to the securities to which a holder of the number of Shares subject to the Option would have been entitled. A merger or consolidation in which the Trust is not the surviving corporation shall cause each outstanding Option to terminate, provided that each Optionee shall, in such event, have the right immediately prior to such merger or consolidation in which the Trust is not the surviving corporation to exercise his outstanding Options in full. (c) In the event of a change in the Shares as presently constituted which is limited to a change of all of its authorized Shares with par value into the same number of Shares with a different par value or without par value, the Shares resulting from any such change shall be deemed to be Shares within the meaning of this Plan. To the extent that the foregoing adjustments relate to Shares, such adjustments shall be made by the Administrator, whose determination shall be final, binding and conclusive. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Trust to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. 10. Dividend Equivalent Units. -3- (a) Award of Dividend Equivalent Units. An Optionee who is awarded an Option under the Plan shall also be entitled to receive "Dividend Equivalent Units" with respect to such Option, as follows: (i) Annual crediting of Dividend Equivalent Units. As of the last day of each calendar year, the Optionee shall be credited with a number of Dividend Equivalent Units equal to (i) the Trust's annual dividend for such calendar year, multiplied by (ii) the number of Shares underlying the Optionee's outstanding Options that are entitled to awards under this Section 10 during such calendar year (reduced pro rata to reflect Shares underlying such Options that were not outstanding on the record date with respect to each dividend payment date during such year) and divided by (iii) the Trust's average Share price for such calendar year. (ii) Additional credits to reflect dividend payments on Dividend Equivalent Units. As of the last day of each calendar year, each Optionee shall be credited with a number of additional Dividend Equivalent Units equal to (i) the Trust's annual dividend for such calendar year, multiplied by (ii) the number of Dividend Equivalent Units outstanding during such calendar year (reduced pro rata to reflect Dividend Equivalent Units that were not outstanding on each dividend payment date during such year) and divided by (iii) the Trust's average Share price for such calendar year. (b) Terms and Conditions of Dividend Equivalent Units. Dividend Equivalent Units shall be subject to the following terms and conditions: (i) Dividend Equivalent Units shall vest in accordance with the vesting schedule applicable to the Option with respect to which the Dividend Equivalent Unit was awarded. (ii) Each vested Dividend Equivalent Unit shall entitle the holder thereof to a Share on the last day of the calendar year in which occurs the first of (i) the date the Optionee exercises the Option with respect to which the Dividend Equivalent Unit was awarded, or (ii) the date such Option expires by its terms (whether by reason of termination of service or otherwise); provided, however, prior to the date the Shares would otherwise be payable, to the extent permitted by the Administrator, an Optionee may irrevocably elect to defer receipt of such Shares until the last date of a later calendar year, but in no event later than the last day of the calendar year in which occurs the tenth anniversary of the grant of the underlying Option. Any such deferral election shall be made in such form and at such times as the Administrator may determine and shall be subject to such other terms, conditions and limitations as the Administrator may establish. (iii) All Dividend Equivalent Units which are not vested upon the date of the termination of the Trustee's position as a trustee shall be forfeited. (iv) Settlement of all Dividend Equivalent Units shall be made in the form of whole Shares. Any fractional Shares shall be settled in cash. 11. Change in Control. In the event that (i) a Trustee's service is terminated by the Trust or the successor to the Trust for reasons other than Cause following a Change in Control of the Trust (as defined below) or (ii) the Plan is terminated by the Trust or its successor following a Change in Control without provision for the continuation of outstanding Awards hereunder, all Options and related Awards which have not otherwise expired shall become immediately exercisable. For purposes of the Plan, a "Change in Control" means the happening of any of the following: (a) the shareholders of the Trust approve a definitive agreement to merge the Trust into or consolidate the Trust with another entity, sell or otherwise dispose of all or substantially all of its assets or adopt a plan of liquidation, provided, however, that a Change in Control shall not be deemed to have occurred by reason of a transaction, or a substantially concurrent or otherwise related series of transactions, upon the completion of which 50% or more of the beneficial ownership of the voting power of the Trust, the surviving corporation or corporation directly or indirectly controlling the Trust or the surviving corporation, as the case may be, is held by the same persons (as defined below) (although not necessarily in the same proportion) as held the beneficial ownership of -4- the voting power of the Trust immediately prior to the transaction or the substantially concurrent or otherwise related series of transactions, except that upon the completion thereof, employees or employee benefit plans of the Trust may be a new holder of such beneficial ownership; provided, further, that any transaction described in this paragraph (a) with an "Affiliate" of the Trust (as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act")) shall not be treated as a Change in Control; or (b) the "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) of securities representing 50% or more of the combined voting power of the Trust is acquired, other than from the Trust, by any "person" as defined in Sections 13(d) and 14(d) of the Exchange Act (other than any trustee or other fiduciary holding securities under an employee benefit or other similar stock plan of the Trust) provided, that any purchase by Security Capital Group Incorporated or any of its affiliates of securities representing 50% or more of the combined voting power of the Trust shall not be treated as a Change in Control; or (c) at any time during any period of two consecutive years, individuals who at the beginning of such period were members of the Board of Trustees of the Trust cease for any reason to constitute at least a majority thereof (unless the election, or the nomination for election by the Trust's shareholders, of each new Trustee was approved by a vote of at least two-thirds of the Trustees still in office at the time of such election or nomination who were Trustees at the beginning of such period). For purposes of the Plan, "Cause" shall mean, in the reasonable judgment of the Administrator, (i) the willful and continued failure by the Trustee to substantially perform his or her duties with the Trust after written notification by the Trust, (ii) the willful engaging by the Trustee in conduct which is demonstrably injurious to the Trust or any affiliate, monetarily or otherwise, or (iii) the engaging by the Trustee in egregious misconduct involving serious moral turpitude. For purposes hereof, no act, or failure to act, on the Trustee's part shall be deemed "willful" unless done, or omitted to be done, by the Trustee not in good faith and without reasonable belief that such action was in the best interest of the Trust or the affiliate. For purposes of this Section, a Trustee's service shall be deemed to be terminated by the Trust or the successor to the Trust if the Trustee terminates service after (x) a substantial adverse alteration in the nature of the Trustee's status or responsibilities from those in effect immediately prior to the Change in Control, or (y) a material reduction in the Trustee's annual compensation as in effect immediately prior to the Change in Control. If, upon a Change in Control, awards in other shares or securities are substituted for outstanding Awards pursuant to Section 9, and immediately following the Change in Control the Trustee becomes trustee of the entity into which the Trust merged, or the purchaser of substantially all of the assets of the Trust, or a successor to such entity or purchaser, the Trustee shall not be treated as having terminated service for purposes of this Section 11 until such time as the Trustee terminates service with the merged entity or purchaser (or successor), as applicable. 12. Adoption and Approval of the Plan. The Plan was adopted by the Board of Trustees of the Trust on May 18, 2000. 13. Amendment of the Plan. All provisions of the Plan (including the form of Share Option Agreement) may at any time or from time to time be modified or amended by the Board of Trustees; provided, however, that no Option at any time outstanding under the Plan may be materially adversely modified, impaired or cancelled without the consent of the holder thereof. 14. Plan Termination. The Plan shall terminate on December 31, 2010 except as to Options outstanding on such date and no Option shall be granted under this Plan after that date. -5- EX-5.1 3 0003.txt OPINION OF MAYER, BROWN & PLATT [MAYER, BROWN & PLATT LETTERHEAD] September 27, 2000 Exhibit 5.1 ProLogis Trust 14100 East 35th Place Aurora, Colorado 80011 Re: Registration Statement on Form S-8 2000 Share Option Plan for Outside Trustees Ladies and Gentlemen: We have acted as counsel to ProLogis Trust, a Maryland real estate investment trust ("ProLogis"), in connection with the proceedings (the "Proceedings") taken and to be taken relating to the registration by ProLogis of an aggregate of 400,000 common shares of beneficial interest, $.01 par value per share (the "Shares"), with the Securities and Exchange Commission (the "SEC") in connection with ProLogis's 2000 Share Option Plan for Outside Trustees (the "Plan"). We have also participated in the preparation and filing with the SEC under the Securities Act of 1933, as amended, of a registration statement on Form S-8 (the "Registration Statement") relating to the Shares. As counsel to ProLogis, we have examined originals or copies certified to our satisfaction of ProLogis's Amended and Restated Declaration of Trust and Bylaws, resolution of the Board of Trustees and such other ProLogis records, instruments, certificates and documents and such questions of law as we considered necessary or appropriate to enable us to express this opinion. As to certain facts material to our opinion, we have relied, to the extent we deem such reliance proper, upon certificates of public officials and officers of ProLogis. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of photostatic copies. Based upon and subject to the foregoing and to the assumptions, limitations and conditions set forth herein, we are of the opinion that, upon completion of the Proceedings, the Shares will have been validly issued and delivered in accordance with the Proceedings and the Plan, the Shares will be validly issued, fully paid and nonassessable. Our opinion relating to the nonassessability of the Common Shares does not pertain to the potential liability of shareholders of the Trust for debts of the Trust. Section 5-350(a) of the Maryland Courts and Judicial Proceedings Code provides that "a shareholder . . . of a real estate investment trust . . . is not personally liable for the obligations of the real estate investment trust." The Trust's Amended and Restated Declaration of Trust provides that no shareholder shall be personally liable in connection with the Trust's property or the affairs of the Trust. The Declaration of Trust further provides that the Trust shall indemnify and hold harmless shareholders against all claims and liabilities and related reasonable expenses to which they become subject by virtue of their status as current or former shareholders. In addition, we have been advised that the Trust, as a matter of practice, inserts a clause in its business, management and other contracts which provides that shareholders shall not be personally liable thereunder. Accordingly, no personal liability should attach to the Trust's shareholders for contract claims under any contract containing such a clause where adequate notice is given. However, with respect to tort claims, contract claims where shareholder liability is not so negated, claims for taxes and certain statutory liability, the shareholders may, in some jurisdictions, including Colorado, the state in which the Trust's principal executive office is located, be personally liable for such claims and liabilities. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, MAYER, BROWN & PLATT EX-15.1 4 0004.txt LETTER FROM ARTHUR ANDERSEN Exhibit 15.1 September 26, 2000 Board of Trustees and Shareholders of ProLogis Trust: We are aware that ProLogis Trust has incorporated by reference in the Registration Statement (Form S-8) pertaining to an amendment to the ProLogis Trust 2000 Share Option Plan for Outside Trustees its Form 10-Q for the quarter ended June 30, 2000, which includes our report dated August 9, 2000, covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933 (the "Act"), that report is not considered a part of the Registration Statement prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. Very truly yours, ARTHUR ANDERSEN LLP EX-23.1 5 0005.txt CONSENT OF ARTHUR ANDERSEN Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated March 21, 2000 included in ProLogis Trust's Form 10-K for the year ended December 31, 1999, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Chicago, Illinois September 26, 2000 EX-23.2 6 0006.txt CONSENT OF KPMG Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants of Frigoscandi Holding AB, we hereby consent to the incorporation of our report dated January 24, 2000 included in ProLogis Trust's Form 10-K for the year ended December 31, 1999 into ProLogis Trust's registration statement on Form S-8. It should be noted that we have not audited any financial statements of the company subsequent to December 31, 1999, or performed any audit procedures subsequent to the date of our report. KPMG LLP Stockholm, September 25, 2000 EX-23.3 7 0007.txt CONSENT OF KPMG LLP, NEW YORK Exhibit 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to incorporation by reference in the registration statement to be filed on Form S-8 of ProLogis Trust of our report dated January 24, 2000, except as to the fourth paragraph of note 4 which is as of March 21, 2000, relating to the consolidated balance sheets of CS Integrated LLC and subsidiaries as of December 31, 1999 and 1998 and the related consolidated statements of income, changes in members' equity, and cash flows for the years then ended included in ProLogis Trust's Form 10-K for the year ended December 31, 1999. KPMG LLP New York, New York September 25, 2000 -----END PRIVACY-ENHANCED MESSAGE-----