Deutsche Bank AG
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany
Jeffrey A. Ruiz
Vice President
Telephone: (212) 250-3667
February 12, 2004
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sir or Madame:
Re: Filing of Schedule 13G - Prologis
Pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, attached is one
copy of Schedule 13G with respect to the common stock of the above referenced
corporation.
Please acknowledge your receipt of the Schedule 13G by return e-mail
confirmation.
Sincerely,
Jeffrey A. Ruiz
Enclosures
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Prologis
---------------------------------------
NAME OF ISSUER:
Common Stock ($0.001 Par Value)
---------------------------------------
TITLE OF CLASS OF SECURITIES
743410102
---------------------------------------
CUSIP NUMBER
December 31, 2003
---------------------------------------
(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)
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank AG*
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ] (B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES 13,298,334
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 13,267,950
PERSON WITH 8. SHARED DISPOSITIVE POWER
1,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,323,450
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.40%
12. TYPE OF REPORTING PERSON
HC, CO
*In accordance with Securities Exchange Act Release No. 39538 (January 12,
1998), this filing reflects the securities beneficially owned by the
Private Clients and Asset Management business group ("PCAM") of Deutsche
Bank AG and its subsidiaries and affiliates (collectively, "DBAG"). This
filing does not reflect securities, if any, beneficially owned by any other
business group of DBAG. Consistent with Rule 13d-4 under the Securities
Exchange Act of 1934 ("Act"), this filing shall not be construed as an
admission that PCAM is, for purposes of Section 13(d) under the Act, the
beneficial owner of any securities covered by the filing.
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RREEF America, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ] (B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 12,512,513
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 12,512,513
PERSON WITH 8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,512,513
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.95%
12. TYPE OF REPORTING PERSON
HC, CO
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Investment Management Americas Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ] (B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 77,600
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 77,600
PERSON WITH 8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.04%
12. TYPE OF REPORTING PERSON
IA, CO
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DWS Holding & Service GmbH
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ] (B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,318
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,318
PERSON WITH 8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,318
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12. TYPE OF REPORTING PERSON
IA, CO,
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deutsche Bank Trust Company Americas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ] (B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 706,903
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 679,519
PERSON WITH 8. SHARED DISPOSITIVE POWER
1,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
732,019
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.41%
12. TYPE OF REPORTING PERSON
BK, CO
Item 1(a). Name of Issuer:
Prologis (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
14100 EAST 35th PLACE
AURORA, CO 80011
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Deutsche Bank AG,
( "Reporting Person").
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal place of business of the Reporting Person is:
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany
Item 2(c). Citizenship:
The citizenship of the Reporting Person is set forth on the
cover page.
Item 2(d). Title of Class of Securities:
The title of the securities is common stock, $0.001 par value
("Common Stock").
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on the cover
page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act;
(b) [X] Bank as defined in section 3(a)(6) of the Act;
Deutsche Bank Trust Company Americas
(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] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
RREEF America, L.L.C.
Deutsche Investment Management Company Americas
DWS Holding & Service GmbH
(f) [ ] An employee benefit plan, or endowment fund in
accordance with Rule 13d-1 (b)(1)(ii)(F);
(g) [X] Parent holding company or control person in
accordance with Rule 13d-1 (b)(1)(ii)(G);
Deutsche Bank AG
(h) [ ] A savings association as defined in section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
The Reporting Person owns the amount of the Common Stock as
set forth on the cover page.
(b) Percent of class:
The Reporting Person owns the percentage of the Common Stock
as set forth on the cover page.
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the vote:
The Reporting Person has the sole power to vote or
direct the vote of the Common Stock as set forth on
the cover page.
(ii) shared power to vote or to direct the vote:
The Reporting Person has the shared power to vote or
direct the vote of the Common Stock as set forth on
the cover page.
(iii) sole power to dispose or to direct the disposition of:
The Reporting Person has the sole power to dispose or
direct the disposition of the Common Stock as set
forth on the cover page.
(iv) shared power to dispose or to direct the disposition of:
The Reporting Person has the shared power to dispose
or direct the disposition of the Common Stock as set
forth on the cover page.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Subsidiary Item 3 Classification
-------------------------------------------------------------
RREEF America, L.L.C. Investment Advisor
Deutsche Investment
Management Americas Inc. Investment Advisor
Deutsche Bank Trust Company Americas Bank
DWS Holding & Service GmbH Investment Advisor
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
Dated: 2/12/04
DEUTSCHE BANK AG
By: /s/ Jeffrey A. Ruiz
Name: Jeffrey A. Ruiz
Title: Vice President
By: /s/ Pasquale Antolino
Name: Pasquale Antolino
Title: Associate
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.
Dated: 2/12/04
RREEF America, L.L.C.
By: /s/ Mark Zeisloft
Name: Mark Zeisloft
Title: Vice President
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.
Dated: 2/12/04
Deutsche Investment Management Americas, Inc.
By: /s/ Jeffrey A. Ruiz
Name: Jeffrey A. Ruiz
Title: Vice President
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.
Dated: 2/12/04
Deutsche Bank Trust Company Americas
By: /s/ Jeffrey A. Ruiz
Name: Jeffrey A. Ruiz
Title: Vice President
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.
Dated: 2/12/04
DWS Holding & Service GmbH
By: /s/ Ralf Ring
Name: Ralf Ring
Title: Compliance Officer
By: /s/ Susan Seidel
Name: Susan Seidel
Title: Deputy Compliance Officer