-----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, HQcbICUGW0s9Bb+uyprv/Y0sT5fsejelH5OjvMHDIFLfhoC9jEUyT2Sk0BhnQIRO jrUnKzVyROEwKcWphFBGkQ== 0000950123-11-007531.txt : 20110201 0000950123-11-007531.hdr.sgml : 20110201 20110131215326 ACCESSION NUMBER: 0000950123-11-007531 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110201 DATE AS OF CHANGE: 20110131 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROLOGIS CENTRAL INDEX KEY: 0000899881 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 742604728 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12846 FILM NUMBER: 11561260 BUSINESS ADDRESS: STREET 1: 4545 AIRPORT WAY CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033759292 MAIL ADDRESS: STREET 1: 4545 AIRPORT WAY CITY: DENVER STATE: CO ZIP: 80239 FORMER COMPANY: FORMER CONFORMED NAME: PROLOGIS TRUST DATE OF NAME CHANGE: 19980717 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY CAPITAL INDUSTRIAL TRUST DATE OF NAME CHANGE: 19931228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMB PROPERTY CORP CENTRAL INDEX KEY: 0001045609 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 943281941 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: PIER 1 BAY 1 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153949000 MAIL ADDRESS: STREET 1: PIER 1 BAY 1 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 425 1 y89357ae425.htm 425 e425
Filed by AMB Property Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: ProLogis
Commission File No.: 1-12846
The following is an email sent by Hamid R. Moghadam to AMB employees on January 31, 2011:
January 31, 2011
Dear Colleagues:
We have just announced that the boards of directors of AMB and ProLogis have agreed to merge our companies to form a new ProLogis, which will be the leading global provider of industrial and logistics real estate with approximately 600 million square feet (55.7 million square meters) in 22 countries. The joint press release detailing the transaction is attached.
Our respective management teams have already formulated a shared strategic vision for the future of our combined company. In short, we believe our organizations are a great fit strategically, operationally, financially and culturally; and that they are highly complementary, each with a proven track record of operational excellence.
Clearly, we recognize the potential for the new ProLogis to emerge as the blue chip market leader in a number of critical dimensions. Armed with enhanced development prowess, a reputation for providing exceptional customer service and Class-A facilities, we can build a company, with the broadest portfolio of logistics real estate in the world. Greater geographic strength in key markets as well as the addition of new markets, will allow us to pursue greater growth opportunities. Furthermore, we will have the financial strength and flexibility. We will create one of the strongest balance sheets in the REIT industry, which will provide greater financial flexibility to capture market opportunities across business cycles, improve cost of capital and better manage currency risk
The company will be led by executives and directors from each company. During the integration, ProLogis’ CEO and I will serve as co-CEOs; I look forward to working closely with Walt Rakowich in this capacity. I will be responsible for shaping the company’s vision and global strategy, and Walt will be responsible for operations, the integration of the two platforms, and optimizing the merger synergies. Walt will retire on December 31, 2012. Bill Sullivan from ProLogis will serve as CFO during the integration and will also retire on December 31, 2012. During this period Tom Olinger will be chief integration officer, responsible for day-to-day integration activities. He will then become the CFO upon Bill’s retirement.
Our goal is to harness the talents of the best people from each organization and the integration process will be collaborative. Ultimately, however, we will be making decisions in the best interest of our customers and shareholders. Although this will mean change and uncertainty for a period of time, we are committed to treating all employees fairly. While it is too early to talk specifically about how the integration process might affect individuals, we plan to conduct a swift but thoughtful review to staff appropriately in the right locations (corporate headquarters will be in San Francisco and operations headquarters will be in Denver).
In the months ahead, as we work through the details of this merger, the Executive Committee and I will communicate our progress on a regular basis. Its important that each of you stay focused on what we ask - whether it means remaining committed to your current business objectives or getting directly involved in the integration process. Most important, I ask that you don’t lose sight of the core values that have made us who we are today and will continue to serve us well as we enter this exciting new chapter. Please know that the tremendous effort you have already contributed has positioned us for this moment. Thank you for your continued hard work and commitment. I am confident that the new ProLogis, going forward, will achieve even more.
Click here to watch a video message regarding the merger.
Best,
Hamid
 
*   The attached press release includes a section entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Additional Information about the Proposed Transaction and Where to Find It.” You should read the information under both sections.

 

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