-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NvpCFu4XpJCqkvF+CLudLs6sDjprx4kVx6pVIZFrbJsgctICZEboDvtwKZAbdVz8 GxRRudRrgCO6WoG3Tsmnww== 0000902561-02-000230.txt : 20020508 0000902561-02-000230.hdr.sgml : 20020508 ACCESSION NUMBER: 0000902561-02-000230 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020508 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRENTISS PROPERTIES TRUST/MD CENTRAL INDEX KEY: 0001011699 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752261588 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47529 FILM NUMBER: 02638322 BUSINESS ADDRESS: STREET 1: 3890 W NORTHWEST HWY STREET 2: STE 400 CITY: DALLAS STATE: TX ZIP: 75220 BUSINESS PHONE: 2146540886 MAIL ADDRESS: STREET 1: 1717 MAIN STREET CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: PRENTISS PROPERTIES INC DATE OF NAME CHANGE: 19960403 FORMER COMPANY: FORMER CONFORMED NAME: PRENTISS PROPERTIES TRUST DATE OF NAME CHANGE: 19960809 FORMER COMPANY: FORMER CONFORMED NAME: PRENTISS PROPERTIES LTD INC DATE OF NAME CHANGE: 19960930 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY CAPITAL PREFERRED GROWTH INC CENTRAL INDEX KEY: 0001043806 IRS NUMBER: 364128122 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11 SOUTH LASALLE ST STREET 2: 2ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123455879 MAIL ADDRESS: STREET 1: 190 SOUTH LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G 1 sch13gppt.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No._____)* Prentiss Properties Trust - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares of Beneficial Interest, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 740706106 ------------------- (CUSIP Number) April 17, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ | Rule 13d-1(b) [X] 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). Page 1 of 5 Pages CUSIP No. 740706106 13G Page 2 of 5 Pages - -------------------- ------------------ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Security Capital Preferred Growth Incorporated - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER -0- Shares NUMBER OF ----------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,773,585 Common Shares of EACH Beneficial Interest REPORTING ----------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- Shares ----------------------------------------------------- 8 SHARED DISPOSITIVE POWER 3,773,585 Common Shares of Beneficial Interest ----------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,773,585 Common Shares of Beneficial Interest - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.07% of the Common Shares of Beneficial Interest - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 5 Page Item 1(a). Name of Issuer: Prentiss Properties Trust (b). Address of Issuer's Principal Executive Offices: 3890 West Northwest Highway, Suite 400, Dallas, Texas 75220 Item 2(a). Name of Person Filing: Security Capital Preferred Growth Incorporated, a corporation organized and existing under the laws of Maryland ("SCPG"). (b). Address of Principal Business Office or, if None, Residence: 11 South LaSalle Street, 2nd Floor, Chicago, Illinois 60603 (c). Citizenship: Maryland (d). Title of Class of Securities: Common Shares of Beneficial Interest, par value $.01 per share (e). CUSIP Number: 740706106 Item 3. If this statement is filed pursuant to Rule 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 Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ } An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (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; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Page 3 of 5 Pages Item 4. Ownership. (a). Amount Beneficially Owned: SCPG beneficially owns 3,773,585 Common Shares of Beneficial Interest, consisting of the number of shares that SCPG has the right to acquire upon the conversion of its 3,773,585 Series D Cumulative Convertible Preferred Shares of Beneficial Interest. (b). Percent of Class: 9.07% of the Common Shares of Beneficial Interest determined in accordance with the provisions of Rule 13d-1 promulgated under the Act. (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: SCPG has the sole power to vote or to direct the vote of 3,773,585 Common Shares of Beneficial Interest. (ii). Shared power to vote or to direct the vote: None. (iii). Sole power to dispose or to direct the disposition of: SCPG has the sole power to dispose of or to direct the disposition of 3,773,585 Common Shares of Beneficial Interest. (iv). Shared power to dispose or to direct the disposition of: None. 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. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Page 4 of 5 Pages Item 9. Notice of Dissolution of a 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 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. Date: May 8, 2002 SECURITY CAPITAL PREFERRED GROWTH INCORPORATED By: /s/ David T. Novick --------------------------------------------- Name: David T. Novick Title: Vice President Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----