8-K

UNITED STATES 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): March 31, 2006

PROLOGIS

(Exact name of registrant as specified in charter)

Maryland
(State or other jurisdiction
of Incorporation) 1-12846
(Commission File Number) 74-2604728
(I.R.S. Employer Identification
No.)

4545 Airport Way, Denver, Colorado	80239
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s Telephone Number, including Area Code): (303) 567-5000

N/A

(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. below):

o 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))

TABLE OF CONTENTS

Amendment to Sales Agreement

Opinion and Consent of Mayer, Brown, Rowe & Maw LLP

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

          ProLogis had entered into a Sales Agreement, dated July 23, 2004 (the “Sales Agreement”), with Cantor Fitzgerald & Co. (“CF&Co.”) for the purposes of selling common shares in at-the-market offerings from time to time. The Sales Agreement initially provided ProLogis with the ability to offer up to 7,400,000 common shares. On March 22, 2005, ProLogis filed a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Agreement. On March 31, 2006, ProLogis and CF&Co. entered into Amendment No. 1 to the Sales Agreement (the “Amendment”) for the purpose of updating the Sales Agreement to reflect the filing of the Registration Statement and other matters. At the time of the execution of the Amendment, there were 5,744,200 common shares remained available for issuance under the Sales Agreement. Additionally, ProLogis filed a prospectus supplement, dated March 31, 2006, to the prospectus contained in the Registration Statement which reflects the remaining 5,744,200 common shares which may be issued from time to time pursuant to the Agreement. The Amendment has been filed as Exhibit 1.1 to this report and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

          (a) Financial Statements of Business Acquired

               None.

          (b) Pro Forma Financial Statements

               None

          (c) Exhibits

Exhibit 1.1	Amendment No. 1 to Sales Agreement, dated as March 31, 2006.
Exhibit 5.1	Opinion of Mayer, Brown, Rowe & Maw LLP.
Exhibit 23	Consent of Mayer, Brown, Rowe & Maw LLP (contained in Exhibit 5.1 hereto).

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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: April 6, 2006	By:	/s/ Edward S. Nekritz
		Name:	Edward S. Nekritz
		Title:	Managing Director, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit 1.1	Amendment No. 1 to Sales Agreement, dated as March 31, 2006.
Exhibit 5.1	Opinion of Mayer, Brown, Rowe & Maw LLP.
Exhibit 23	Consent of Mayer, Brown, Rowe & Maw LLP (contained in Exhibit 5.1 hereto).

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EX-1.1

Exhibit 1.1

CONTROLLED EQUITY OFFERING^SM

AMENDMENT NO. 1 TO
SALES AGREEMENT

March 31, 2006

CANTOR FITZGERALD & CO.
135 East 57th Street
New York, NY 10022

Dear Sirs/Ladies:

          ProLogis, a Maryland statutory real estate investment trust (the “Company”) and Cantor Fitzgerald & Co. (“CF&Co”) are parties to a Sales Agreement dated July 23, 2004 (the “Agreement”). The parties desire to amend the Agreement as follows:

          1. Paragraph 1 of the Agreement is hereby deleted and replaced in its entirety with the following:

“1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it will issue and sell through CF&Co, acting as agent and/or principal, 7,400,000 common shares of beneficial interest, par value $0.01 per share (the “Shares”), of the Company. The Company and CF&Co acknowledge that as of March 31, 2006, the Company has issued and sold 1,655,800 Shares pursuant to this Agreement and that Company may issue and sell an additional 5,744,200 Shares during the term of this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that the Company shall have the sole responsibility to monitor the number and aggregate sale price of Shares issued and sold under this Agreement and to issue and sell Shares within such limitations, and CF&Co shall have no responsibility in connection therewith. The issuance and sale of Shares through CF&Co will be effected pursuant to a registration statement on Form S-3 (File No. 333-132616) (the “Registration Statement”) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”).”

          2. Paragraph 2 of the Agreement is hereby deleted and replaced in its entirety with the following:

“2. Placements. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify CF&Co by email notice (or other method mutually agreed to in writing by the Parties) of the number of Shares (the “Placement Shares”) to be issued, the type of Shares, the time period during which sales are requested to be made, any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 2. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3, and shall be addressed to each of the individuals from CF&Co set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, or (iii) the Agreement has been terminated under the provisions of Section 11. The amount of compensation to be paid by the Company to CF&Co in connection with the sale of the Placement Shares shall be two and one-quarter percent (2.25%) of gross proceeds of the sale of such Placement Shares. It is expressly acknowledged and agreed that neither the Company nor CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to CF&Co and CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein (an “Acceptance”). In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.”

          3. Paragraph 6(g) of the Agreement is hereby deleted and replaced in its entirety with the following:

“(g) KPMG LLP, who have expressed their opinion with respect to the Company’s audited financial statements for the fiscal years ended December 31, 2003, 2004 and 2005 incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, are independent public or certified public accountants within the meaning of Regulation S-X under the Securities Act and the Exchange Act and a registered public accounting firm within the meaning of the Sarbanes-Oxley Act of 2002. PricewaterhouseCoopers LLP, who have expressed their opinion with respect to the Catellus Development Corporation’s (“Catellus”) audited financial statements for the fiscal years ended

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December 31, 2003 and 2004 incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, were, prior to September 15, 2005 and during the period covered by the financial statements of Catellus for which they reported, independent public or certified public accountants with respect to Catellus within the meaning of Regulation S-X under the Securities Act and the Exchange Act and a registered public accounting firm within the meaning of the Sarbanes-Oxley Act of 2002.”

          4. Paragraph 7(a) of the Agreement is hereby amended by adding “(including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act)” immediately following the word “Act” in the first sentence thereof.

          5. Paragraph 7(c) of the Agreement is hereby amended by adding “(including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act)” immediately following the word “Act” in the first sentence thereof.

          6. Paragraph 7 of the Agreement is hereby amended by adding a new subparagraph (s) as follows:

“(s) No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Act) approved in advance by the Company and CF&Co in its capacity as principal or agent hereunder, neither CF&Co nor the Company (including its agents and representatives, other than CF&Co in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Shares hereunder.”

          7. Paragraph 7 of the Agreement is hereby amended by adding a new subparagraph (s) as follows:

“(t) No Fiduciary Duty. The Company also acknowledges and agrees that CF&Co is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated by this Agreement (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, CF&Co is not advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and CF&Co shall have no responsibility or liability to the Company with respect thereto. Any review by CF&Co of the Company, the

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transactions contemplated by this Agreement and the Prospectus or other matters relating to such transactions will be performed solely for the benefit of CF&Co and shall not be on behalf of the Company.”

          8. Paragraph 9(a)(ii) of the Agreement is hereby amended by adding the words “or any free writing prospectus” immediately following the word “Prospectus” therein.

          9. Paragraph 12 of the Agreement is hereby amended to provide that all notices or other communications required or permitted to be given by CF&Co to ProLogis pursuant to the terms of the Agreement shall be delivered to ProLogis, 4545 Airport Way, Denver, CO 80239 fax no. (303) 567-5903, attn: Chief Financial Officer, with a copy to Mayer, Brown, Rowe & Maw LLP, 71 South Wacker Drive, Chicago, IL 60606, fax no. (312) 701-7711, Attention: Michael T. Blair.

          10. Schedule 1 to the Agreement is hereby deleted and replaced in its entirety by Schedule 1 attached hereto.

          11. Schedule 2 to the Agreement is hereby deleted and replaced in its entirety by Schedule 2 attached hereto.

          12. Schedule 3 to the Agreement is hereby deleted and replaced in its entirety by Schedule 3 attached hereto.

          13. This Amendment together with the Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Except as specifically amended hereby, the Agreement remains in full force and effect.

          14. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws.

          15. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile transmission.

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          If the foregoing correctly sets forth the understanding between the Company and CF&Co, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and CF&Co.

Very truly yours, PROLOGIS
By:	/s/ Melissa Marsden
	Melissa Marsden
	Senior Vice President,       Investor Relations and       Corporate Communications

ACCEPTED as of the date first-above written: CANTOR FITZGERALD & CO.
By:	/s/ Jeffrey Lumby
	Jeffrey Lumby
	Managing Director

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SCHEDULE 1

SIGNIFICANT SUBSIDIARIES

Palmtree Acquisition Corporation
PLD International Incorporated
ProLogis Japan Incorporated
TCL Holdings S.A.

SCHEDULE 2

FORM OF PLACEMENT NOTICE

From:	[                                      ]
Cc:	[                                      ]
To:	[                                      ]
Subject:	Controlled Equity Offering—Placement Notice

Gentlemen:

Pursuant to the terms and subject to the conditions contained in the Controlled Equity Offering^SM Sales Agreement between ProLogis, a Maryland statutory real estate investment trust (the “Company”), and Cantor Fitzgerald & Co. (“CF&Co”) dated July 23, 2004, as amended, I hereby request on behalf of the Company that CF&Co sell up to                      shares of the Company’s common shares of beneficial interest, par value $0.01 per share, at a minimum market price of $                     per share.

SCHEDULE 3

Cantor Fitzgerald & Co.

Jeff Lumby

Phil Marber

Marc Blazer

Patrice McNicoll

ProLogis

Walter Rakowich

Dessa M. Bokides

Melissa Marsden

Jeffrey S. Finnin

EX-5.1

Exhibit 5.1

April 5, 2006	Mayer, Brown, Rowe & Maw LLP
	71 South Wacker Drive
	Chicago, Illinois 60606-4637
	Main Tel (312) 782-0600
	Main Fax (312) 701-7711
	www.mayerbrownrowe.com
ProLogis
4545 Airport Way
Denver, Colorado 80239

Re: ProLogis Registration Statement on Form S-3

Ladies and Gentlemen:

          We have acted as special counsel to ProLogis, a Maryland real estate investment trust (“ProLogis”), in connection with (i) an offering pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), of ProLogis’s common shares of beneficial interests, par value $0.01 per share (the “Common Shares”), and the corporate proceedings taken in connection therewith and (ii) the issuance of up to 5,744,200 Common Shares pursuant to a Sales Agreement, dated July 23, 2004, between ProLogis and Cantor Fitzgerald & Co., as amended by Amendment No. 1 to the Sales Agreement dated March 31, 2006 (as amended, the “Sales Agreement”).

          We have also participated in the preparation and filing with the Securities and Exchange Commission under the Securities Act of a Registration Statement on Form S-3, as amended (File No. 333-132616) (the “Registration Statement”), relating to the Common Shares. In rendering our opinions set forth below, we have examined originals or copies identified to our satisfaction of (i) the Sales Agreement; (ii) the Registration Statement (File No. 333-132616); (iii) ProLogis’s Declaration of Trust; (iv) ProLogis’s Amended and Restated Bylaws, as amended; and (v) the prospectus as supplemented relating to the Common Shares to be issued pursuant to the Sales Agreement. The Common Shares are registered on Registration Statement No. 333-132616. In addition, we have examined and relied upon other documents, certificates, corporate records, opinions and instruments, obtained from ProLogis or other sources believed by us to be reliable, as we have deemed necessary or appropriate for the purpose of this opinion.

          As special counsel to ProLogis, we have examined originals or copies certified or otherwise identified to our satisfaction of the Declaration of Trust, ProLogis’ Amended and Restated Bylaws, as amended, resolutions of ProLogis’ Board of Trustees and such ProLogis records, certificates and other documents and such questions of law as we considered necessary or appropriate for the purpose of 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

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April 5, 2006
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signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

          Based upon and subject to the foregoing and to the assumptions, conditions and limitations set forth herein, and assuming that the Common Shares are issued in accordance with the terms of the Sales Agreement, we are of the opinion that the Common Shares will be duly authorized, legally issued, fully paid and nonassessable.

          We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to being named in the related prospectus and any related prospectus supplement under the caption “Legal Matters” with respect to the matters stated therein.

          We are admitted to practice law in the State of Illinois, and we express no opinion as to matters under or involving any laws other than the laws of the State of Illinois, the laws of the State of New York, the federal laws of the United States of America and the laws of the State of Maryland.

          Sincerely,

/s/ MAYER, BROWN, ROWE & MAW LLP