EXHIBIT 4.5
FOURTH AMENDMENT TO RIGHTS AGREEMENT
This Fourth Amendment (this "Amendment") to the Rights Agreement, dated
as of December 31, 1993, as amended (the "Rights Agreement"), between ProLogis
(formerly known as ProLogis Trust and Security Capital Industrial Trust), a
Maryland real estate investment trust (the "Trust"), and EquiServe Trust
Company, N.A., as the successor rights agent (the "Rights Agent"), is made and
entered into as of September 26, 2002.
WHEREAS, the Board of Trustees of the Trust has determined to amend the
Rights Agreement as provided herein, pursuant to the authority contained in
Section 27 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the Company hereby agrees as follows:
1. The first sentence of the definition of "Acquiring Person" as set
forth in Section 1 of the Rights Agreement is hereby deleted in its entirety and
replaced with the following:
"Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person,
shall be the Beneficial Owner (as such term is hereinafter defined) of
20% or more of the Common Shares of the Trust then outstanding, but
shall not include the Trust, any Affiliate or Subsidiary (as such term
is hereinafter defined) of the Trust, any employee benefit plan of the
Trust or any Affiliate or Subsidiary of the Trust, or any entity
holding Common Shares for or pursuant to the terms of any such plan.
2. The definition of "Current Shareholder" as set forth in Section 1 of
the Rights Agreement is hereby deleted in its entirety.
3. The definition of "REALTY" as set forth in Section 1 of the Rights
Agreement is hereby deleted in its entirety.
4. The first sentence of Section 3(a) of the Rights Agreement is hereby
deleted in its entirety and replaced with the following:
Until the earlier of (i) the close of business on the tenth day after
the Shares Acquisition Date, (ii) the close of business on the
fifteenth business day (or such later date as may be determined by
action of the Board of Trustees prior to such time as any Person
becomes an Acquiring Person) after the date of the commencement by any
Person (other than the Trust, any Affiliate or Subsidiary of the Trust,
any
employee benefit plan of the Trust or of any Affiliate or Subsidiary of
the Trust, or any entity holding Common Shares for or pursuant to the
terms of any such plan) of, or of the first public announcement of the
intention of any Person (other than the Trust, any Affiliate or
Subsidiary of the Trust, any employee benefit plan of the Trust or of
any Affiliate or Subsidiary of the Trust, or any entity holding Common
Shares for or pursuant to the terms of any such plan) to commence, a
tender or exchange offer the consummation of which would result in any
Person becoming the Beneficial Owner of Common Shares aggregating 25%
or more of the then outstanding Common Shares, or (iii) the close of
business on the tenth business day (or such later date as may be
determined by action of the Board of Trustees prior to such time as any
Person becomes an Acquiring Person) after the date of filing by any
Person of, or the first public announcement of the intention of any
Person to file, any application, request, submission or other document
with any federal or state regulatory authority seeking approval of,
attempting to rebut any presumption of control upon, or otherwise
indicating an intention to enter into, any transaction or series of
transactions the consummation of which would result in any Person
becoming the Beneficial Owner of Common Shares aggregating 25% or more
of the then outstanding Common Shares, other than a transaction in
which newly issued Common Shares are issued directly by the Trust to
such Person (including any such date which is after the date of this
Agreement and prior to the issuance of the Rights; the earlier of such
dates being herein referred to as the "Distribution Date"), (x) the
Rights will be evidenced (subject to the provisions of Section 3(b)
hereof) by the certificates for Common Shares registered in the names
of the holders thereof (which certificates shall also be deemed to be
certificates for Rights) and not by separate certificates, and (y) the
Rights will be transferable only in connection with the transfer of the
underlying Common Shares (including a transfer to the Trust).
5. The second sentence of Section 24(a) of the Rights Agreement is
hereby deleted in its entirety and replaced with the following:
Notwithstanding the foregoing, the Board of Trustees shall not be
empowered to effect such exchange at any time after any Person (other
than the Trust, any Affiliate or Subsidiary of the Trust, any employee
benefit plan of the Trust or any such Affiliate or Subsidiary, or any
entity holding Common Shares for or pursuant to the terms of any such
plan), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of the Common Shares then
outstanding
6. Except for the amendments made hereby, the Rights Agreement shall
continue in full force and effect.
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IN WITNESS WHEREOF, the Trust has caused this Amendment to be duly
executed and attested, all as of the date first written above.
PROLOGIS
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
Attest:
By:
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
EQUISERVE TRUST COMPANY, N.A.,
as Rights Agent
By:
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Name:
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Title:
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