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U.S. 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): August 11, 2011
PROLOGIS, INC.
PROLOGIS, L.P.
(Exact name of registrant as specified in its charter)
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Maryland (Prologis, Inc.)
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001-13545 (Prologis, Inc.)
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94-3281941 (Prologis, Inc.) |
Delaware (Prologis, L.P.)
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001-14245 (Prologis, L.P.)
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94-3285362 (Prologis, L.P.) |
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(State or other jurisdiction of
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(Commission file number)
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(I.R.S. employer |
incorporation)
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identification number) |
Pier 1, Bay 1, San Francisco, California 94111
(Address of principal executive offices) (Zip code)
415-394-9000
(Registrants telephone number, including area code)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 7.01 Regulation FD Disclosure.
On August 11, 2011, our co-chief executive officer and chairman of the board, Hamid R.
Moghadam, adopted a pre-arranged 10b5-1 plan to exercise a portion of his vested stock options
expiring in 2012 in a stock-for-stock transaction and defer the shares received from such stock
option exercises representing the gain from such option exercises into his deferred compensation
plan account. Such deferral process will be conducted in accordance with the rules and regulations
of Section 409A of the Internal Revenue Code regarding grandfathered stock options.
Mr. Moghadam is adopting such plan to exercise options that have near-term expiration
dates in February 2012. This 10b5-1 plan was adopted in accordance with guidelines specified under
Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and our policies regarding stock
transactions.
Options to purchase up to 264,343 shares of our common stock may be exercised under Mr.
Moghadams 10b5-1 plan. As of August 11, 2011, Mr. Moghadam has beneficial ownership of
3,331,607 shares of our common stock and options to purchase 2,689,195 shares of our
common stock. All transactions under his 10b5-1 plan will be disclosed publicly in filings with
the U.S. Securities and Exchange Commission.
Forward Looking Statements
Some of the information included in this report contains forward-looking statements which are
made pursuant to the safe-harbor provisions of Section 21E of the Securities Exchange Act of 1934,
as amended, and Section 27A of the Securities Act of 1933, as amended. Because these
forward-looking statements involve risks and uncertainties, there are important factors that could
cause our actual results to differ materially from those in the forward-looking statements, and you
should not rely on the forward-looking statements as predictions of future events. The events or
circumstances reflected in forward-looking statements might not occur. You can identify
forward-looking statements by the use of forward-looking terminology such as believes, expects,
may, will, should, seeks, approximately, intends, plans, pro forma, estimates or
anticipates or the negative of these words and phrases or similar words or phrases. You can also
identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements are necessarily dependent on assumptions, data or methods that may be
incorrect or imprecise and we may not be able to realize them. We caution you not to place undue
reliance on forward-looking statements, which reflect our analysis only and speak only as of the
date of this report or the dates indicated in the statements. We assume no obligation to update or
supplement forward-looking statements. The following factors, among others, could cause actual
results and future events to differ materially from those set forth or contemplated in the
forward-looking statements: changes in general economic conditions in California, the U.S. or
globally (including financial market fluctuations), global trade or in the real estate sector
(including risks relating to decreasing real estate valuations and impairment charges); risks
associated with using debt to fund the companys business activities,
including refinancing and interest rate risks; the companys failure to obtain, renew, or
extend necessary financing or access the debt or equity markets; the companys failure to maintain
its current credit agency ratings or comply with its debt covenants; risks related to the merger
transaction with ProLogis, including litigation related to the merger, and the risk that the merger
may not achieve its intended results; risks related to the companys obligations in the event of
certain defaults under co-investment venture and other debt; defaults on or non-renewal of leases
by customers, lease renewals at lower than expected rent or failure to lease properties at all or
on favorable rents and terms; difficulties in identifying properties, portfolios of properties, or
interests in real-estate related entities or platforms to acquire and in effecting acquisitions on
advantageous terms and the failure of acquisitions to perform as the company expects; unknown
liabilities acquired in connection with the acquired properties, portfolios of properties, or
interests in real-estate related entities; the companys failure to successfully integrate acquired
properties and operations; risks and uncertainties affecting property development, redevelopment
and value-added conversion (including construction delays, cost overruns, the companys inability
to obtain necessary permits and financing, the companys inability to lease properties at all or at
favorable rents and terms, and public opposition to these activities); the companys failure to set
up additional funds, attract additional investment in existing funds or to contribute properties to
its co-investment ventures due to such factors as its inability to acquire, develop, or lease
properties that meet the investment criteria of such ventures, or the co-investment ventures
inability to access debt and equity capital to pay for property contributions or their allocation
of available capital to cover other capital requirements; risks and uncertainties relating to the
disposition of properties to third parties and the companys ability to effect such transactions on
advantageous terms and to timely reinvest proceeds from any such dispositions; risks of doing
business internationally and global expansion, including unfamiliarity with the new markets and
currency risks; risks of changing personnel and roles; losses in excess of the companys insurance
coverage; changes in local, state and federal regulatory requirements, including changes in real
estate and zoning laws; increases in real property tax rates; risks associated with the companys
tax structuring; increases in interest rates and operating costs or greater than expected capital
expenditures; environmental uncertainties and risks related to natural disasters; and our failure
to qualify and maintain our status as a real estate investment trust. Our success also depends
upon economic trends generally, various market conditions and fluctuations and those other risk
factors discussed under the heading Risk Factors and elsewhere in our most recent annual report
on Form 10-K for the year ended December 31, 2010 and our other public reports.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Prologis, Inc.
(Registrant)
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Date: August 12, 2012 |
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By |
: /s/ Edward S. Nekritz
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Edward S. Nekritz |
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General Counsel and
Secretary |
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Prologis, L.P.
(Registrant)
By: Prologis, Inc.,
its general partner
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Date: August 12, 2012 |
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By |
: /s/ Edward S. Nekritz
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Edward S. Nekritz |
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General Counsel and
Secretary |
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