SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Prologis
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(Name of Issuer)
PREFERRED STOCK SERIES C 8.54%
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(Title of Class of Securities)
743410409
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP Number 743410409 PAGE 1 OF 10 PAGES
1. Name of Reporting Person
Lend Lease Rosen Real Estate Securities LLC
S.S. or I.R.S. Identification No. of Above Person
I.R.S. No. 943219135
2. Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power
None
6. Shared Voting Power
None
7. Sole Dispositive Power
186,580
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
186,580
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
N/A
11. Percent of Class Represented by Amount in Row 9
9.3%
12. Type of Reporting Person
IA
CONTINUED ON NEXT PAGE
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP Number 743410409
PAGE 2 OF 10 PAGES
1. Name of Reporting Person
Lend Lease Real Estate Investments, Inc.
S.S. or I.R.S. Identification No. of Above Person
I.R.S. No. 581571819
2. Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power
None
6. Shared Voting Power
None
7. Sole Dispositive Power
186,580
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
186,580
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
N/A
11. Percent of Class Represented by Amount in Row 9
9.3%
12. Type of Reporting Person
HC
CONTINUED ON NEXT PAGE
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP Number 743410409
PAGE 3 OF 10 PAGES
1. Name of Reporting Person
Rosen Financial Services II, L.L.C.
S.S. or I.R.S. Identification No. of Above Person
I.R.S. No. 943296510
2. Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. Citizenship or Place of Organization: California
5. Sole Voting Power
None
6. Shared Voting Power
None
7. Sole Dispositive Power
186,580
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
186,580
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
N/A
11. Percent of Class Represented by Amount in Row 9
9.3%
12. Type of Reporting Person
HC
CONTINUED ON NEXT PAGE
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP Number 743410409
PAGE 4 OF 10 PAGES
1. Name of Reporting Person
Rosen Financial Services, Inc.
S.S. or I.R.S. Identification No. of Above Person
I.R.S. No. 943186706
2. Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. Citizenship or Place of Organization: California
5. Sole Voting Power
None
6. Shared Voting Power
None
7. Sole Dispositive Power
186,580
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
186,580
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
N/A
11. Percent of Class Represented by Amount in Row 9
9.3%
12. Type of Reporting Person
HC
CONTINUED ON NEXT PAGE
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP Number 743410409
PAGE 5 OF 10 PAGES
1. Name of Reporting Person
Kenneth T. Rosen
S.S. or I.R.S. Identification No. of Above Person
I.R.S. No. 048366406
2. Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. Citizenship or Place of Organization: California
5. Sole Voting Power
None
6. Shared Voting Power
None
7. Sole Dispositive Power
186,580
8. Shared Dispositive Power
None
9. Aggregate Amount Beneficially Owned by Each Reporting Person
186,580
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
N/A
11. Percent of Class Represented by Amount in Row 9
9.3%
12. Type of Reporting Person
IN
CONTINUED ON NEXT PAGE
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 6 OF 10 PAGES
ITEM 1. (a) Name of Issuer: Prologis
(b) Address of Issuer's Principal Executive Offices
14100 East 35th Place; Aurora, CO 8001
ITEM 2. (a) Name of Person Filing
Lend Lease Rosen Real Estate Securities LLC, Lend Lease
Real Estate Investments, Inc. ("LLREI"),Rosen Financial Services, II, L.L.C.,
Rosen Financial Services, Inc. and Kenneth T. Rosen
(b) Address of Principal Business Office or, if none,
Residence
1995 University Avenue, Suite 550, Berkeley, CA 94704 (all but LLREI)
3424 Peachtree Road, Suite 800, Atlanta, GA 30326 (LLREI only)
(c) Citizenship: Delaware/California
(d) Title of Class of Securities: Preferred Series C 8.54%,
par value $50 per share
(e) CUSIP Number: 743410409
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act of 1940
(e) [X] Investment Adviser registered under section 203 of
Investment Advisors Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see Sec. 240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with Sec.
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(H)
PAGE 7 OF 10 PAGES
Item 4. Ownership
If the percent of class owned, as of December 31of the year covered by the
statement, or as of the last day of any month described in Rule 13d-1 (b)
(2), if applicable, exceeds five percent, provide the following information
as of that date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned
186,580
(b) Percent of Class
9.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
None
(ii) shared power to vote or to direct the voted
None
(iii) sole power to dispose or to direct the disposition of
186,580
(iv) shared power to dispose or to direct the disposition of
0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Not Applicable
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
All shares owned on behalf of our clients
PAGE 8 OF 10 PAGES
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii) (G), so indicated under Item 3 (g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1 (c),
attach an exhibit stating the identification of the relevant subsidiary.
Pursuant to Rule 13d-1(b)(ii)(G) each of Rosen Financial Services II, L.L.C.
("RFSII") and Lend Lease Real Estate Investments, Inc. ("LLREI") is filing
this report because they are the owners of Lend Lease Rosen Real Estate
Securities LLC ("LLR"), a registered investment adviser who acts as
investment adviser to certain separate accounts which have purchased the
securities that are the subject of this filing. Rosen Financial Services,
Inc. ("RFS") is the parent of RFS II and Kenneth T. Rosen is the parent of
RFS. In its capacity as investment adviser, LLR has voting and investment
power with respect to the subject securities, although LLREI, RFS II, RFS and
Mr. Rosen do not.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b) (ii) (H), so
Indicate under item 3 (h) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this
schedule pursuant to Rule 13d-1 (c) attach an exhibit stating the identity of
each member of the group.
Not Applicable.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of dissolution and that all further filings with respect to transactions
in the security reported on will be filed, if required, by members of the
group, in their individual capacity. See Item 5.
Not Applicable.
Item 10. Certification
The following certification shall be included if the statement is filed
Pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
PAGE 9 OF 10 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct as of December 31, 2003.
LEND LEASE ROSEN REAL ESTATE SECURITIES LLC
By: /s/ Michael A. Torres
Name: Michael A. Torres
Title: Chief Executive Officer
LEND LEASE REAL ESTATE INVESTMENTS, INC.
By: /s/ Thomas A. McKean
Name: Thomas A. McKean
Title: Vice-President
ROSEN FINANCIAL SERVICES II, L.L.C.
By: /s/ Kenneth T. Rosen
Name: Kenneth T. Rosen
Title: Manager
ROSEN FINANCIAL SERVICES, INC.
By: /s/ Kenneth T. Rosen
Name: Kenneth T. Rosen
Title: President
/s/ Kenneth T. Rosen
Kenneth T. Rosen
PAGE 10 OF 10 PAGES
EXHIBIT
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on the
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning the other, except to
the extent that it knows or has reason to believe that such information is
accurate.
Dated as of February 11, 2004
LEND LEASE ROSEN REAL ESTATE SECURITIES LLC
By: /s/ Michael A. Torres
Name: Michael A. Torres
Title: Chief Executive Officer
LEND LEASE REAL ESTATE INVESTMENTS, INC.
By: /s/ Thomas A. McKean
Name: Thomas A. McKean
Title: Vice-President
ROSEN FINANCIAL SERVICES II, L.L.C.
By: /s/ Kenneth T. Rosen
Name: Kenneth T. Rosen
Title: Manager
ROSEN FINANCIAL SERVICES, INC.
By: /s/ Kenneth T. Rosen
Name: Kenneth T. Rosen
Title: President
/s/ Kenneth T. Rosen
Kenneth T. Rosen