form8-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) December 1, 2003

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)

Item 5. Other Events and Required FD Disclosure.

On December 1, 2003, ProLogis issued a press release announcing the redemption of its Series D Cumulative Redeemable Preferred Shares of Beneficial Interest. A copy of the press release is attached hereto as an exhibit and is hereby incorporated in its entirety by reference.

Item 7. Financial Statements, Pro Forma Information and Exhibits.

Exhibit No. Document Description

99.1 Press Release dated December 1, 2003

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 hereunto duly authorized.

PROLOGIS

Dated: December 1, 2003                               By: /s/ Walter C. Rakowich
                                                                        Name: Walter C. Rakowich
                                                                        Title:     Managing Director and Chief
                                                                                      Financial Officer

EXHIBIT INDEX

Exhibit Description
Number
99.1 Press Release dated as of December 1, 2003

Exhibit 99.1

N e w s R e l e a s e

Contact: Melissa Marsden
(303) 576-2622
mmarsden@prologis.com

PROLOGIS ISSUES $125 MILLION OF 6.75% SERIES F PREFERRED SHARES AND COMPLETES REDEMPTION OF $125 MILLION OF 7.92% SERIES D PREFERRED SHARES

DENVER -- December 1, 2003 -- ProLogis (NYSE: PLD), a leading global provider of distribution facilities and services, announced completion of the issuance of $125 million of its 6.75% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest (the "Series F Preferred Shares"), at a price of $25.00 per share. The amount raised includes the exercise of an over-allotment by the underwriters of $15 million. The Series F Preferred Shares are cumulative from the date of original issue and are payable quarterly in arrears at an annual rate of $1.6875 per share, beginning December 31, 2003. The shares will not be redeemable prior to November 28, 2008, after which date they will be redeemable, in whole or in part, subject to certain conditions, for a cash redemption price of $25.00 per share plus accumulated and unpaid distributions, if any, through the redemption date. The Series F Preferred Shares have no maturity dates and will remain outstanding indefinitely unless redeemed.

Proceeds from the issuance of the Series F were used to pay down a portion of ProLogis' line of credit and complete the redemption of $125 million, or 50%, of ProLogis' 7.92% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest (the "Series D Preferred Shares"), at the price of $25.00 per share plus $0.3355 in accrued and unpaid dividends, for an aggregate redemption price of $25.3355 per Series D Preferred Share (the "Redemption Price"). From this day forward, the portion of the Series D Preferred Shares that was redeemed will no longer accrue dividends and holders of those shares will have no rights other than the right to receive the Redemption Price, without interest, upon surrender of that portion of the Series D Preferred Shares.

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