exv4w2



 



Exhibit 4.2



Series F Cumulative Redeemable Preferred Shares of Beneficial Interest


ARTICLES SUPPLEMENTARY


PROLOGIS


Articles Supplementary Classifying

and Designating a Series of Preferred Shares of Beneficial Interest as

Series F Cumulative Redeemable Preferred Shares of Beneficial Interest

and Fixing Distribution and Other Preferences and Rights of Such Series


Dated as of November 26, 2003


 







 


PROLOGIS


Articles Supplementary Classifying

and Designating a Series of Preferred Shares of Beneficial Interest as

Series F Cumulative Redeemable Preferred Shares of Beneficial Interest

and Fixing Distribution and Other Preferences and Rights of Such Series


     ProLogis, a Maryland real estate investment trust (the “Trust”), hereby
certifies to the State Department of Assessments and Taxation of Maryland
pursuant to section 8-203(b) of the Annotated Code of Maryland that:


     FIRST: Pursuant to the authority granted and vested in the Board of
Trustees of the Trust (the “Board of Trustees”) by Article II, Section 1 of the
Amended and Restated Declaration of Trust dated June 24, 1999, as amended (the
“Declaration of Trust”), the Board of Trustees has reclassified 5,060,000
unissued Common Shares of Beneficial Interest of the Trust as Series F
Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value
per share (the “Series F Preferred Shares”).


     SECOND: The following is a description of the Series F Preferred Shares,
including the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends or distributions, qualifications, and
terms and conditions of redemption thereof:


     Section 1. Number of Shares and Designation. This class of Preferred
Shares of Beneficial Interest shall be designated as Series F Cumulative
Redeemable Preferred Shares of Beneficial Interest (the “Series F Preferred
Shares”) and the number of shares which shall constitute such series shall be
5,060,000, $0.01 par value per share.


     Section 2. Definitions. For purposes of the Series F Preferred Shares,
the following terms shall have the meanings indicated:


     “Board of Trustees” shall mean the Board of Trustees of the Trust or
any committee authorized by such Board of Trustees to perform any of its
responsibilities with respect to the Series F Preferred Shares.


     “Business Day” shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New
York City, New York are not required to be open.


 







 


     “Call Date” shall mean the date fixed for redemption of the Series F
Preferred Shares and specified in the notice to holders required under
subparagraph (d) of Section 5 as the Call Date.


     “Common Shares” shall mean the Common Shares of Beneficial Interest
of the Trust, par value $0.01 per share.


     “Dividend Payment Date” shall mean the last calendar day of March,
June, September and December in each year, commencing on December 31,
2003; provided, however, that if any Dividend Payment Date falls on any
day other than a Business Day, the dividend payment due on such Dividend
Payment Date shall be paid on the Business Day immediately following such
Dividend Payment Date and no interest or other sum shall accumulate or be
paid on the amount so payable for the period after such Dividend Payment
Date to such next Business Day.


     “Dividend Periods” shall mean quarterly dividend periods commencing
on January 1, April 1, July 1 and October 1 of each year and ending on
and including the day preceding the first day of the next succeeding
Dividend Period (other than the initial Dividend Period, which shall
commence on the Issue Date and end on and include December 31, 2003, and
other than the Dividend Period during which any Series F Preferred Shares
shall be redeemed pursuant to Section 5, which shall end on and include
the Call Date with respect to the Series F Preferred Shares being
redeemed).


     “Excess Preferred Shares” shall have the meaning set forth in
Section 9(a).


     “Fully Junior Shares” shall mean the Common Shares and any other
class or series of shares of beneficial interest of the Trust now or
hereafter issued and outstanding over which the Series F Preferred Shares
have preference or priority in both (i) the payment of dividends and (ii)
the distribution of assets on any liquidation, dissolution or winding up
of the Trust.


     “Issue Date” shall mean the first date on which the Series F
Preferred Shares are first issued.


     “Junior Shares” shall mean the Common Shares and any other class or
series of shares of beneficial interest of the Trust now or hereafter
issued and outstanding over which the Series F Preferred Shares have
preference or priority in the payment of dividends or in the distribution
of assets on any liquidation, dissolution or winding up of the Trust and,
unless the context clearly indicates otherwise, shall include Fully
Junior Shares.


     “Parity Shares” shall have the meaning set forth in paragraph (b) of
Section 7.


     “Person” shall mean any individual, firm, partnership, corporation
or other entity, and shall include any successor (by merger or otherwise)
of such entity.


 







 


     “Series F Preferred Shares” shall have the meaning set forth in
Section 1 hereof.


     “set apart for payment” shall be deemed to include, without any
action other than the following: the recording by the Trust in its
accounting ledgers of any accounting or bookkeeping entry which
indicates, pursuant to a declaration of dividends or other distribution
by the Board of Trustees, the allocation of funds to be so paid on any
series or class of shares of beneficial interest of the Trust; provided,
however, that if any funds for any class or series of Junior Shares or
any class or series of shares of beneficial interest ranking on a parity
with the Series F Preferred Shares as to the payment of dividends are
placed in a separate account of the Trust or delivered to a disbursing,
paying or other similar agent, then “set apart for payment” with respect
to the Series F Preferred Shares shall mean placing such funds in a
separate account or delivering such funds to a disbursing, paying or
other similar agent.


     “Transfer Agent” means EquiServe Trust Company, N.A., Canton,
Massachusetts, or such other agent or agents of the Trust as may be
designated by the Board of Trustees or their designee as the transfer
agent, registrar and dividend disbursing agent for the Series F Preferred
Shares.


     “Voting Preferred Shares” shall have the meaning set forth in Section 8 hereof.


     Section 3. Dividends.


     (a) The holders of Series F Preferred Shares shall be entitled to
receive, when, as and if declared by the Board of Trustees out of funds
legally available for that purpose, dividends payable in cash in an
amount per share equal to 6.75% of the liquidation preference per annum
(equivalent to $1.6875 per share annum), except as provided in Section
3(b). Such dividends shall begin to accrue and shall be fully cumulative
from the Issue Date, whether or not in any Dividend Period or Periods
there shall be funds of the Trust legally available for the payment of
such dividends, and shall be payable quarterly, when, as and if declared
by the Board of Trustees, in arrears on Dividend Payment Dates,
commencing on the first Dividend Payment Date after the Issue Date. Each
such dividend shall be payable in arrears to the holders of record of
Series F Preferred Shares, as they appear on the stock records of the
Trust at the close of business on such record dates, not less than 10 nor
more than 50 days preceding such Dividend Payment Dates thereof, as shall
be fixed by the Board of Trustees. Accrued and unpaid dividends on the
Series F Preferred Shares for any past Dividend Periods may be declared
and paid at any time and for such interim periods, without reference to
any regular Dividend Payment Date, to holders of record on such date, not
less than 10 nor more than 50 days preceding the payment date thereof, as
may be fixed by the Board of Trustees.


     (b) The amount of dividends payable for each full Dividend Period
for the Series F Preferred Shares shall be computed by dividing the
annual dividend rate by four. The amount of dividends payable for the
initial Dividend Period, or any other period shorter or longer than a
full Dividend Period, on the Series F Preferred Shares shall be


 







 


computed
on the basis of twelve 30-day months and a 360-day year. Holders of
Series F
Preferred Shares shall not be entitled to any dividends, whether
payable in cash, property or stock, in excess of cumulative dividends, as
herein provided, on the Series F Preferred Shares. No interest, or sum of
money in lieu of interest, shall be payable in respect of any dividend
payment or payments on the Series F Preferred Shares that may be in
arrears.


     (c) So long as any Series F Preferred Shares are outstanding, no
full dividends, except as described in the immediately following
sentence, shall be declared or paid or set apart for payment on any class
or series of Parity Shares for any period unless full cumulative
dividends have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for such
payment on the Series F Preferred Shares for all past Dividend Periods
terminating on or prior to the dividend payment date on such class or
series of Parity Shares. When dividends are not paid in full (or a sum
sufficient for such full payment is not so set apart), as aforesaid, all
dividends declared upon the Series F Preferred Shares and all dividends
declared upon any other class or series of Parity Shares shall be
declared ratably in proportion to the respective amounts of dividends
accumulated and unpaid on the Series F Preferred Shares and accumulated
and unpaid on such Parity Shares.


     (d) So long as any Series F Preferred Shares are outstanding, no
dividends (other than dividends or distributions paid solely in shares
of, or options, warrants or rights to subscribe for or purchase shares
of, Fully Junior Shares) shall be declared or paid or set apart for
payment or other distribution declared or made upon Junior Shares, nor
shall any Junior Shares be redeemed, purchased or otherwise acquired
(other than a redemption, purchase or other acquisition of Common Shares
made for purposes of an employee incentive or benefit plan of the Trust
or any subsidiary) for any consideration (or any moneys be paid to or
made available for a sinking fund for the redemption of any Junior
Shares) by the Trust, directly or indirectly (except by conversion into
or exchange for Fully Junior Shares), unless in each case (i) the full
cumulative dividends on all outstanding Series F Preferred Shares and any
other Parity Shares of the Trust shall have been paid or declared and set
apart for payment for all past Dividend Periods with respect to the
Series F Preferred Shares and all past dividend periods with respect to
such Parity Shares and (ii) sufficient funds shall have been paid or
declared and set apart for the payment of the dividend for the current
Dividend Period with respect to the Series F Preferred Shares and the
current dividend period with respect to such Parity Shares. Any dividend
payment on the Series F Preferred Shares shall first be credited against
the earliest accrued but unpaid dividend due which remains payable.


     (e) No distributions on Series F Preferred Shares shall be
authorized by the Board of Trustees of the Trust or paid or set apart for
payment by the Trust at such time as the terms and provisions of any
agreement of the Trust, including any agreement relating to its
indebtedness, prohibits such declaration, payment or setting apart for
payment or provides that such declaration, payment or setting apart for
payment would


 







 


constitute a breach thereof or a default thereunder, or if
such declaration or payment shall be restricted or prohibited by law.


     Section 4. Liquidation Preference.


     (a) In the event of any liquidation, dissolution or winding up of
the Trust, whether voluntary or involuntary, before any payment or
distribution of the assets of the Trust (whether capital or surplus)
shall be made to or set apart for the holders of Junior Shares, the
holders of the Series F Preferred Shares shall be entitled to receive
Twenty-Five Dollars ($25.00) per Series F Preferred Share plus an amount
equal to all dividends (whether or not earned or declared) accrued and
unpaid thereon to the date of final distribution to such holders; but
such holders shall not be entitled to any further payment. If, upon any
liquidation, dissolution or winding up of the Trust, the assets of the
Trust, or proceeds thereof, distributable among the holders of the Series
F Preferred Shares shall be insufficient to pay in full the preferential
amount aforesaid and liquidating payments on any other shares of any
class or series of Parity Shares, then such assets, or the proceeds
thereof, shall be distributed among the holders of Series F Preferred
Shares and any such other Parity Shares ratably in accordance with the
respective amounts that would be payable on such Series F Preferred
Shares and any such other Parity Shares if all amounts payable thereon
were paid in full. For the purposes of this Section 4, (i) a
consolidation or merger of the Trust with one or more corporations, real
estate investment trusts or other entities, (ii) a sale, lease or
transfer of all or substantially all of the Trust’s assets or (iii) a
statutory share exchange shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary, of the Trust.


     (b) Subject to the rights of the holders of shares of any series or
class or classes of shares of beneficial interest ranking on a parity
with or prior to the Series F Preferred Shares upon liquidation,
dissolution or winding up, upon any liquidation, dissolution or winding
up of the Trust, after payment shall have been made in full to the
holders of the Series F Preferred Shares, as provided in this Section 4,
any other series or class or classes of Junior Shares shall, subject to
the respective terms and provisions (if any) applying thereto, be
entitled to receive any and all assets remaining to be paid or
distributed, and the holders of the Series F Preferred Shares shall not
be entitled to share therein.


     Section 5. Redemption at the Option of the Trust.


     (a) Subject to Section 9 hereof, the Series F Preferred Shares shall
not be redeemable by the Trust prior to the 5th anniversary of the Issue
Date. On and after 5th anniversary of the Issue Date, the Trust, at its
option, may redeem the Series F Preferred Shares, in whole at any time or
from time to time in part at the option of the Trust at a redemption
price of Twenty-Five Dollars ($25.00) per Series F Preferred Share, plus
the amounts indicated in Section 5(b).


 







 


     (b) Upon any redemption of Series F Preferred Shares pursuant to
this Section 5, the Trust shall pay any accrued and unpaid dividends in
arrears for any Dividend Period ending on or prior to the Call Date. If
the Call Date falls after a dividend payment record date and prior to the
corresponding Dividend Payment Date,
then each holder of Series F Preferred Shares at the close of
business on such dividend payment record date shall be entitled to the
dividend payable on such shares on the corresponding Dividend Payment
Date notwithstanding the redemption of such shares before such Dividend
Payment Date. Except as provided above, the Trust shall make no payment
or allowance for unpaid dividends, whether or not in arrears, on Series F
Preferred Shares called for redemption.


     (c) If full cumulative dividends on the Series F Preferred Shares
and any other class or series of Parity Shares of the Trust have not been
paid or declared and set apart for payment, the Series F Preferred Shares
may not be redeemed under this Section 5 in part and the Trust may not
purchase or acquire Series F Preferred Shares, otherwise than pursuant to
a purchase or exchange offer made on the same terms to all holders of
Series F Preferred Shares or pursuant to Section 9 hereof.


     (d) Notice of the redemption of any Series F Preferred Shares under
this Section 5 shall be mailed by first-class mail to each holder of
record of Series F Preferred Shares to be redeemed at the address of each
such holder as shown on the Trust’s records, not less than 30 nor more
than 90 days prior to the Call Date. Neither the failure to mail any
notice required by this paragraph (d), nor any defect therein or in the
mailing thereof, to any particular holder, shall affect the sufficiency
of the notice or the validity of the proceedings for redemption with
respect to the other holders. Any notice which was mailed in the manner
herein provided shall be conclusively presumed to have been duly given on
the date mailed whether or not the holder receives the notice. Each such
mailed notice shall state, as appropriate: (1) the Call Date; (2) the
number of Series F Preferred Shares to be redeemed and, if fewer than all
the shares held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; (3) the redemption price of
$25.00 plus accrued and unpaid dividends through the Call Date; (4) the
place or places at which certificates for such shares are to be
surrendered; and (5) that dividends on the shares to be redeemed shall
cease to accrue on such Call Date except as otherwise provided herein.
Notice having been mailed as aforesaid, from and after the Call Date
(unless the Trust shall fail to make available an amount of cash
necessary to effect such redemption), (i) except as otherwise provided
herein, dividends on the Series F Preferred Shares so called for
redemption shall cease to accrue, (ii) said shares shall no longer be
deemed to be outstanding, and (iii) all rights of the holders thereof as
holders of Series F Preferred Shares of the Trust shall cease (except the
right to receive cash payable upon such redemption, without interest
thereon, upon surrender and endorsement of their certificates if so
required and to receive any dividends payable thereon). The Trust’s
obligation to provide cash in accordance with the preceding sentence
shall be deemed fulfilled if, on or before the Call Date, the Trust shall
deposit with a bank or trust company (which may be an affiliate of the
Trust) that has an office in the Borough of


 







 


Manhattan, City of New York,
and that has, or is an affiliate of a bank or trust company that has,
capital and surplus of at least $50,000,000, funds necessary for such
redemption, in trust, with irrevocable instructions that such cash be
applied to the redemption of the Series F Preferred Shares so called for
redemption. No interest shall accrue for the benefit of the holders of
Series F Preferred Shares to be redeemed on any cash so set
aside by the Trust. Subject to applicable escheat laws, any such
cash unclaimed at the end of two years from the Call Date shall revert to
the general funds of the Trust, after which reversion the holders of such
shares so called for redemption shall look only to the general funds of
the Trust for the payment of such cash.


     As promptly as practicable after the surrender in accordance with
said notice of the certificates for any such shares so redeemed (properly
endorsed or assigned for transfer, if the Trust shall so require and if
the notice shall so state), such shares shall be exchanged for any cash
(without interest thereon) for which such shares have been redeemed. If
fewer than all the outstanding Series F Preferred Shares are to redeemed,
shares to be redeemed shall be selected by the Trust from outstanding
Series F Preferred Shares not previously called for redemption by lot or
pro rata (as nearly as may be) or by any other method determined by the
Trust in its sole discretion to be equitable. If fewer than all the
Series F Preferred Shares represented by any certificate are redeemed,
then new certificates representing the unredeemed shares shall be issued
without cost to the holder thereof.


     Section 6. Shares To Be Retired. All Series F Preferred Shares which
shall have been issued and reacquired in any manner by the Trust shall be
restored to the status of authorized but unissued Common Shares of Beneficial
Interest of the Trust.


     Section 7. Ranking. Any class or series of shares of beneficial interest
of the Trust shall be deemed to rank:


     (a) prior to the Series F Preferred Shares, as to the payment of
dividends and as to distribution of assets upon liquidation, dissolution
or winding up, if the holders of such class or series shall be entitled
to the receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or priority
to the holders of Series F Preferred Shares;


     (b) on a parity with the Series F Preferred Shares, as to the
payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share thereof be
different from those of the Series F Preferred Shares, if the holders of
such class or series and the Series F Preferred Shares shall be entitled
to the receipt of dividends and of amounts distributable upon
liquidation, dissolution or winding up in proportion to their respective
amounts of accrued and unpaid dividends per share or liquidation
preferences, without preference or priority one over the other (“Parity
Shares”);


 







 


     (c) junior to the Series F Preferred Shares, as to the payment of
dividends or as to the distribution of assets upon liquidation,
dissolution or winding up, if such class or series shall be Junior
Shares; and


     (d) junior to the Series F Preferred Shares, as to the payment of
dividends and as to the distribution of assets upon liquidation,
dissolution or winding up, if such class or series shall be Fully Junior
Shares.


     Section 8. Voting. If and whenever six quarterly dividends (whether or not
consecutive) payable on the Series F Preferred Shares or any series or class of
Parity Shares shall be in arrears (which shall, with respect to any such
quarterly dividend, mean that any such dividend has not been paid in full),
whether or not earned or declared, the number of trustees then constituting the
Board of Trustees shall be increased by two and the holders of Series F
Preferred Shares, together with the holders of shares of every other series of
Parity Shares (any such other series, the “Voting Preferred Shares”), voting as
a single class regardless of series, shall be entitled to elect two additional
trustees to serve on the Board of Trustees at any annual meeting of
shareholders or special meeting held in place thereof, or at a special meeting
of the holders of the Series F Preferred Shares and the Voting Preferred Shares
called as hereinafter provided. Whenever all arrears in dividends on the
Series F Preferred Shares and the Voting Preferred Shares then outstanding
shall have been paid and dividends thereon for the current quarterly dividend
period shall have been paid or declared and set apart for payment, then the
right of the holders of the Series F Preferred Shares and the Voting Preferred
Shares to elect such additional two trustees shall cease (but subject always to
the same provision for the vesting of such voting rights in the case of any
similar future arrearages in six quarterly dividends), and the terms of office
of all persons elected as trustees by the holders of the Series F Preferred
Shares and the Voting Preferred Shares shall forthwith terminate and the number
of the Board of Trustees shall be reduced accordingly. At any time after such
voting power shall have been so vested in the holders of Series F Preferred
Shares and the Voting Preferred Shares, the secretary of the Trust may, and
upon the written request of any holder of Series F Preferred Shares (addressed
to the secretary at the principal office of the Trust) shall, call a special
meeting of the holders of the Series F Preferred Shares and of the Voting
Preferred Shares for the election of the two trustees to be elected by them as
herein provided, such call to be made by notice similar to that provided in the
Bylaws of the Trust for a special meeting of the shareholders or as required by
law. If any such special meeting required to be called as above provided shall
not be called by the secretary within 20 days after receipt of any such
request, then any holder of Series F Preferred Shares may call such meeting,
upon the notice above provided, and for that purpose shall have access to the
share records of the Trust. The trustees elected at any such special meeting
shall hold office until the next annual meeting of the shareholders or special
meeting held in lieu thereof if such office shall not have previously
terminated as above provided. If any vacancy shall occur among the trustees
elected by the holders of the Series F Preferred Shares and the Voting
Preferred Shares, a successor shall be elected by the Board of Trustees, upon
the nomination of the then-remaining trustee elected by the holders of the
Series F Preferred Shares and the Voting Preferred Shares or the successor of
such remaining trustee, to serve until the


 







 


next annual meeting of the
shareholders or special meeting held in place thereof if such office shall not
have previously terminated as provided above.



     So long as any Series F Preferred Shares are outstanding, in addition to
any other vote or consent of shareholders required by law or by the Declaration
of Trust, the affirmative vote of at least 66 2/3% of the votes entitled to be
cast by the holders of the Series F Preferred Shares and the
Voting Preferred Shares, at the time outstanding, acting as a single class
regardless of series, given in person or by proxy, either in writing without a
meeting or by vote at any meeting called for the purpose, shall be necessary
for effecting or validating:


     (a) Any amendment, alteration or repeal of any of the provisions of
the Declaration of Trust or these Articles Supplementary that materially
and adversely affects the voting powers, rights or preferences of the
holders of the Series F Preferred Shares or the Voting Preferred Shares;
provided, however, that the amendment of the provisions of the
Declaration of Trust so as to authorize or create or to increase the
authorized amount of, any Fully Junior Shares, Junior Shares that are not
senior in any respect to the Series F Preferred Shares, or any shares of
any class ranking on a parity with the Series F Preferred Shares or the
Voting Preferred Shares shall not be deemed to materially adversely
affect the voting powers, rights or preferences of the holders of Series
F Preferred Shares, and provided, further, that if any such amendment,
alteration or repeal would materially and adversely affect any voting
powers, rights or preferences of the Series F Preferred Shares or another
series of Voting Preferred Shares that are not enjoyed by some or all of
the other series otherwise entitled to vote in accordance herewith, the
affirmative vote of at least 66 2/3% of the votes entitled to be cast by the
holders of all series similarly affected, similarly given, shall be
required in lieu of the affirmative vote of at least 66 2/3% of the votes
entitled to be cast by the holders of the Series F Preferred Shares and
the Voting Preferred Shares otherwise entitled to vote in accordance
herewith; or


     (b) A share exchange that affects the Series F Preferred Shares, a
consolidation with or merger of the Trust into another entity, or a
consolidation with or merger of another entity into the Trust, unless in
each such case each Series F Preferred Share (i) shall remain outstanding
without a material and adverse change to its terms and rights or
(ii) shall be converted into or exchanged for preferred shares of the
surviving entity having preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends or distributions,
qualifications and terms or conditions of redemption thereof identical to
that of a Series F Preferred Share (except for changes that do not
materially and adversely affect the holders of the Series F Preferred
Shares); or


     (c) The authorization or creation of, or the increase in the
authorized amount of, any shares of any class or any security convertible
into shares of any class ranking prior to the Series F Preferred Shares
in the distribution of assets on any liquidation, dissolution or winding
up of the Trust or in the payment of dividends;


 







 


provided, however, that no such vote of the holders of Series F Preferred
Shares shall be required if, at or prior to the time when such amendment,
alteration or repeal is to take effect, or when the issuance of any such prior
shares or convertible security is to be made, as the case may be, provision is
made for the redemption of all Series F Preferred Shares at the time
outstanding.



     For purposes of the foregoing provisions of this Section 8, each Series F
Preferred Share shall have one (1) vote per share, except that when any other
series of Preferred Shares shall
have the right to vote with the Series F Preferred Shares as a single
class on any matter, then the Series F Preferred Shares and such other series
shall have with respect to such matters one (1) vote per Twenty-Five Dollars
($25.00) of stated liquidation preference. Except as otherwise required by
applicable law or as set forth herein, the Series F Preferred Shares shall not
have any relative, participating, optional or other special voting rights and
powers other than as set forth herein, and the consent of the holders thereof
shall not be required for the taking of any trust action.


     Section 9. Limitation on Ownership.


     (a) Limitation. Notwithstanding any other provision of the terms of
the Series F Preferred Shares, except as provided in the next sentence
and in Section 9(b), no Person, or Persons acting as a group, shall at
any time directly or indirectly acquire ownership of more than 25% of the
outstanding Series F Preferred Shares. Any Series F Preferred Shares
owned by a Person or Persons acting as a group in excess of such 25%
shall be deemed “Excess Preferred Shares,” except that any such shares in
excess of 25% will not be considered Excess Preferred Shares if the 25%
limitation is exceeded solely as a result of the Trust’s redemption of
Series F Preferred Shares, provided that thereafter any additional Series
F Preferred Shares acquired by such Person or Persons acting as a group
shall be considered Excess Preferred Shares. Within 10 days of becoming
aware of the existence of Excess Preferred Shares (whether by notice on
Schedule 13D or otherwise), the Trust shall redeem any and all Excess
Preferred Shares by giving notice of redemption to the holder or holders
thereof, unless, prior to the giving of such notice the holder shall have
disposed of its ownership in the Excess Preferred Shares. Such notice
shall set forth the number of Series F Preferred Shares constituting
Excess Preferred shares, the redemption price and the place or places at
which the certificates representing such Excess Preferred Shares are to
be surrendered and such notice shall set forth the matters described in
the following sentence. From and after the date of giving such notice of
redemption, the Series F Preferred Shares called for redemption shall
cease to be outstanding and the holder thereof shall cease to be entitled
to dividends (other than dividends declared but unpaid prior to the
notice of redemption), voting rights and other benefits with respect to
such shares excepting the rights to payment of the redemption price
determined and payable as set forth in the next two sentences. Subject
to the limitation on payment set forth in the following sentence, the
redemption price of each Excess Preferred Share called for redemption
shall be the average daily per Series F Preferred Share closing sales
price, if the Series F Preferred Shares are listed on a national
securities exchange or, if not, are reported on the NASDAQ National
Market


 







 


System, and if the Series F Preferred Shares are not so listed or
reported, shall be the mean between the average per Series F Preferred
Share closing bid prices and the average per Series F Preferred Share
closing asked prices, in each case during the 30 day period ending on the
business day prior to the redemption date, or if there have been no sales
on a national securities exchange or the NASDAQ National Market System
and no published bid quotations and no published asked quotations with
respect to Series F Preferred Shares during such 30 day period, the
redemption price shall be the price determined by the Trustees in good
faith. Unless the Trustees determine that it is in the
interest of the Trust to make earlier payment of all of the amount
determined as the redemption price per Series F Preferred Share in
accordance with the preceding sentence, the redemption price may be
payable, at the option of the Trustees, at any time or times up to, but
not later than the earlier of (i) five years after the redemption date,
or (ii) the liquidation of the Trust, in which latter event the
redemption price shall not exceed an amount which is the sum of the per
Series F Preferred Share distributions designated as liquidating
distributions and return of capital distributions declared with respect
to unredeemed Series F Preferred Shares of the Trust of record subsequent
to the redemption date; and in any event, no interest shall accrue with
respect to the period subsequent to the redemption date to the date of
such payment. Nothing in this Section 9(a) shall preclude the settlement
of any transaction entered into through the facilities of the New York
Stock Exchange.


     (b) Exemptions. The limitation on ownership set forth in Section
9(a) shall not apply to the acquisition of Series F Preferred Shares by
an underwriter in a public offering of Series F Preferred Shares and
shall not apply to the ownership of Series F Preferred Shares by a
managing underwriter in the initial public offering of Series F Preferred
Shares. The Trustees, in their sole and absolute discretion, may exempt
from the ownership limitation set forth in Section 9(a) certain
designated Series F Preferred Shares owned by a person who has provided
the Trustees with evidence and assurances acceptable to the Trustees that
the qualification of the Trust as a real estate investment trust would
not be jeopardized thereby.


     Section 10. Record Holders. The Trust and the Transfer Agent may deem and
treat the record holder of any Series F Preferred Shares as the true and lawful
owner thereof for all purposes, and neither the Trust nor the Transfer Agent
shall be affected by any notice to the contrary.


     Section 11. Sinking Fund. The Series F Preferred Shares shall not be
entitled to the benefits of any retirement or sinking fund.


     THIRD: The Series F Preferred Shares have been classified by the Board of
Trustees under the authority contained in Article II, Section 1 of the
Declaration of Trust.


     FOURTH, These Articles Supplementary have been approved by the Board of
Trustees in the manner and by the votes required by law.


 







 


     FIFTH, The undersigned each acknowledges these Articles Supplementary to
be the act of the Trust and further, as to all matters or facts required to be
verified under oath, each of the undersigned acknowledges that to the best of
his knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties of
perjury.


 







 


     IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary to
be executed under seal in its name and on its behalf by its Vice President and
attested to by its Secretary on this 26th day of November, 2003.



	 	 	 	 	 	 	 
	 	 	PROLOGIS
	 	 	 	 	 	 	 
	 	 	
By:
	 	/s/ Stephen K. Schutte
	 	 	 	 	

	 	 	
Name:
	 	Stephen K. Schutte

Vice President
	 	 	 	 	 	 	 
	 	 	ATTEST:
	 	 	 	 	 	 	 
	 	 	/s/ Edward S. Nekritz
	 	 	

	 	 	Name:
	Edward S. Nekritz

Secretary