-----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, M+E/qZ74Tj0VYFW3W+aCcQT+RnRYtOoOPsWlgWHPkUuV7AHb2LFCAMEShhL/rlz3 etgUWCs3qThh3EEn/aSl2w== 0000807985-99-000085.txt : 19991206 0000807985-99-000085.hdr.sgml : 19991206 ACCESSION NUMBER: 0000807985-99-000085 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIME GROUP REALTY TRUST CENTRAL INDEX KEY: 0001042798 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 364173047 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51993 FILM NUMBER: 99768253 BUSINESS ADDRESS: STREET 1: 77 WEST WACKER DR STREET 2: STE 3900 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3129171300 MAIL ADDRESS: STREET 1: 77 WEST WACKER DRIVE STREET 2: SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEASTERN ASSET MANAGEMENT INC/TN/ CENTRAL INDEX KEY: 0000807985 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 620951781 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6075 POPLAR AVENUE STE 900 CITY: MEMPHIS STATE: TN ZIP: 38119 BUSINESS PHONE: 9017612474 MAIL ADDRESS: STREET 1: 6075 POPLAR AVENUE STE 900 STREET 2: STE 301 CITY: MEMPHIS STATE: TN ZIP: 38119 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Prime Group Realty Trust ___________________________________________ (Name of Issuer) Common Stock ___________________________________________ (Title of Class and Securities) 74158J103 ___________________________________________ (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Charles D. Reaves Vice President & General Counsel Southeastern Asset Management, Inc. 6410 Poplar Avenue; Suite 900 Memphis, TN 38119 (901) 761-2474 ___________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 24, 1999 ___________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: [X] CUSIP No. 74158J103 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781 ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: Funds of investment advisory clients ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee ___________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED VOTING POWER : 2,810,700 shares ________________________________ :(9) SOLE DISPOSITIVE POWER : (Discretionary Accounts) : None ________________________________ :(10) SHARED DISPOSITIVE POWER : 2,810,700 shares ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,810,700 shares ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES X See Item 5 ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 18.6% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IA ___________________________________________________________________ CUSIP No. 74158J103 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS Longleaf Partners Realty Fund I.D. No. 62-1616883 ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: Assets of Longleaf Partners Realty Fund ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ___________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED VOTING POWER : 2,810,700 shares ________________________________ :(9) SOLE DISPOSITIVE POWER : (Discretionary Accounts) : None ________________________________ :(10) SHARED DISPOSITIVE POWER : 2,810,700 shares ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,810,700 shares ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 18.6% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IV ___________________________________________________________________ CUSIP No. 74158J103 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS O. Mason Hawkins I.D. No. ###-##-#### ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO: None ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States ___________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED VOTING POWER : None ________________________________ :(9) SOLE DISPOSITIVE POWER : None ________________________________ :(10) SHARED DISPOSITIVE POWER : None ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 2 ) ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IN ___________________________________________________________________ Item 1. Security and Issuer The class of equity security to which this statement on Schedule 13D relates is the common stock (the "Securities") of Prime Group Realty Trust, a Maryland corporation (the "Issuer"). The Issuer has its principal executive offices located at 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601. Item 2. Identity and Background Subparagraphs (a), (b), and (c). This statement is being filed by Southeastern Asset Management, Inc. ("Southeastern"), an investment advisor registered with the Securities & Exchange Commission under the Investment Advisers Act of 1940, as amended. The address of its principal office is 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119. Southeastern serves as an investment advisor to various individual clients, institutions(including qualified retirement plans), endowment funds and to Longleaf Partners Funds Trust ("Longleaf"), a registered investment company organized as a Massachusetts business trust and having four series or portfolios. One of those series, Longleaf Partners Realty Fund, owns more than 5% of the Securities and is an additional filer of this Schedule 13D. The business address of Longleaf Partners Realty Fund is care of Southeastern Asset Management, Inc., 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119. The Securities of the Issuer reported in Item 5 herein were acquired on behalf of and for the benefit of Longleaf Partners Realty Fund, a series of Longleaf Partners Funds Trust, under shared discretionary authority granted Southeastern. None of the Securities are owned by or on behalf of Southeastern or by any of its directors or officers, or any Trustees or officers of Longleaf. This statement is also being filed by Mr. O. Mason Hawkins, Chairman of the Board and Chief Executive Officer of Southeastern, in the event he could be deemed to be an indirect beneficial owner of the Securities reported by Southeastern through the exercise of voting control and/or dispositive power over the Securities as the result of his official positions or ownership of voting securities of Southeastern. Neither Southeastern nor Mr. Hawkins owns any Securities for its or his own account and each disclaims beneficial interest in any of the Securities reported herein. (d) During the last five years, neither Southeastern, Longleaf Partners Realty Fund, nor Mr. Hawkins has been convicted in any criminal proceeding. (e) During the last five years, neither Southeastern, Longleaf Partners Realty Fund, nor Mr. Hawkins has been a party to any civil or administrative proceeding involving any alleged violations of any securities laws. (f) Southeastern is a corporation organized and existing under the laws of the State of Tennessee; Longleaf Partners Realty Fund is a series of a Massachusetts business trust. Mr. Hawkins is a citizen of the United States. The names, business addresses, and principal occupations of each director and executive officer of Southeastern and Longleaf Partners Realty Fund are set forth in Schedule I. Item 3. Source and Amount of Funds or Other Consideration Longleaf Partners Realty Fund used approximately $ 53,294,764 in the aggregate to purchase the Securities. All assets used to purchase Securities were assets of Longleaf Partners Realty Fund. None of the proceeds used to purchase the Securities were provided through borrowings of any nature. Item 4. Purpose of Transaction The Securities reported in this filing have been purchased and held for investment purposes on behalf of a client account (Longleaf Partners Realty Fund) over which Southeastern has shared discretionary investment and voting power. The Securities are reported by Southeastern and by Mr. O. Mason Hawkins, Chairman of the Board and Chief Executive Officer in the event that either should be deemed to be a member of a group under Section 13(d)(3) or the beneficial owner of these Securities under the provisions of subparagraph (b)of Rule 13d-3 under the Securities Exchange Act of 1934. Beneficial ownership on the part of Southeastern and Mr. Hawkins as members of a group or as beneficial owners is expressly disclaimed, as permitted by Rule 13d-4. All purchases of Securities were made for investment purposes only, in the ordinary course of business of Southeastern as a registered investment advisor. Southeastern may purchase additional Securities on behalf of clients in the future, or may sell all or a part of the current holdings of the Securities. Southeastern is engaged in the business of investment management of its clients' assets and pursues an investment philosophy of identifying undervalued situations and acquiring positions in undervalued companies on behalf of its clients. In pursuing this investment philosophy, Southeastern analyzes the operations, capital structure and markets of companies in which its clients invest and continuously monitors the business operations of such companies through analysis of financial statements and other public documents, through discussions with knowledgeable industry observers, and with management of such companies, often at management's invitation. Southeastern qualifies as an institution which may elect to file securities ownership reports required by the Securities Exchange Act of 1934 on Schedule 13G and, as a routine matter, Southeastern utilizes Schedule 13G for its reporting of the ownership positions held by its investment advisory clients. As the result of investment analysis or the occurrence of events, Southeastern may desire to participate in discussions with the particular portfolio company's management or with third parties about significant matters in which Southeastern may suggest possible courses of action to assist in building corporate intrinsic value per share or to cause the Company's true economic value to be recognized. In such situations, Southeastern may elect to convert a filing on Schedule 13G to a filing on Schedule 13D in order to be more active in corporate governance and management matters, and to have the ability to enter into discussions with third parties concerning proposed corporate transactions of a significant nature. In this situation, Southeastern has had a conversation with a third party, and may have additional conversations with one or more third parties, interested in discussing the possibility of an acquisition of the Securities in a transaction which could include an acquisition of all outstanding Securities of the Issuer. To obtain the flexibility to discuss these possible transactions with the respective third parties and with the Issuer's management, Southeastern is accordingly converting its ownership filing on Schedule 13G to a filing on Schedule 13D. Such conversion should not be interpreted as an indication that Southeastern has changed its position with respect to being supportive of management of the Issuer. Instead, this conversion is intended to provide Southeastern with the flexibility to listen to and discuss these proposals with the respective third parties and with management of the Issuer, as a means of fulfilling its fiduciary duties to its clients. As the result of this filing on Schedule 13D, and depending on the circumstances, Southeastern and its clients could support one or more of the transactions described in clauses (a) through (c) and clauses (e) through (j) of Item 4 of the Schedule 13D form, which are as follows: (a). The acquisition by any person of additional securities of the issuer, or the disposition of securities of the Issuer. (b). An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries. (c). A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries. (d). Not applicable. The filing parties have no present plans to propose any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board. (e). Any material change in the present capitalization or dividend policy of the issuer. (f). Any other material change in the issuer's business or corporate structure. (g). Changes in the issuer's charter, bylaws or other instruments corresponding thereto. (h). Causing a class of securities of the issuer to be de-listed from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association. (i). A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g) of the Act. (j). Any action similar to any of those enumerated above. Item 5. Interest In Securities Of The Issuer (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 2,810,700 shares of the common stock of the Issuer, constituting approximately 18.6% of the 15,135,827 shares of Common Stock outstanding at November 11, 1999, as reported in the Issuer's Form 10-Q for the quarter ended September 30, 1999, as follows: Common % of outstanding Shares Common Shares Held ___________________________________________________________________ Voting Authority Shared: 2,810,700* 18.6% Total 2,810,700 18.6% *Consists of shares owned by Longleaf Partners Realty Fund, which is a series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940. Does not include 912,000 shares held by two non-discretionary accounts over which the filing parties have neither voting nor dispositive authority. Beneficial ownership is expressly disclaimed with respect to these shares. Dispositive Authority Shared: 2,810,700* 18.6% Total 2,810,700 18.6% *Consists of shares owned by Longleaf Partners Realty Fund, which is a series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940. Does not include 912,000 shares held by two non-discretionary accounts over which the filing parties have neither voting nor dispositive authority. Beneficial ownership is expressly disclaimed with respect to these shares. (b) Southeastern generally has the sole power to dispose of or to direct the disposition of the Securities held for Discretionary accounts of its investment clients, and may be granted the sole power to vote or direct the vote of such Securities; such powers may be retained by or shared with the respective clients for shared or non-discretionary accounts, for which Southeastern generally makes recommendations with respect thereto. Shares held by any Series of Longleaf Partners Funds Trust, including Longleaf Partners Realty Fund, are reported in the "shared" category. (c) There have been no purchase or sale transactions in the Securities during the past sixty days. (d) The investment advisory clients of Southeastern have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts. Such clients may also terminate the investment advisory agreements without penalty upon appropriate notice. Southeastern does not have an economic interest in any of the Securities reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The powers of disposition with respect to Securities owned by discretionary private accounts of Southeastern are established in written investment advisory agreements between clients and Southeastern, which are entered into in the normal and usual course of the business of Southeastern as a registered investment advisor and which are generally applicable to all securities purchased for the benefit of each such discretionary private account. There are no special or different agreements relating to the Securities of the Issuer. The written investment advisory agreements with clients do not contain provisions relating to borrowing of funds to finance the acquisition of the Securities, acquisition of control, transfer of securities, joint ventures, or any of the other transactions listed in Item 7 of Schedule 13D other than voting of proxies. In connection with voting, Southeastern may be allowed or directed to vote the proxies received by accounts classified as "discretionary" or "shared" accounts; such authority is generally retained by the clients for accounts classified as "non-discretionary". Item 7. Material to be Filed as an Exhibit Schedule I. Information with Respect to Directors and Officers of Southeastern Asset Management, Inc. and the Trustees and Officers of Longleaf Partners Realty Fund. SIGNATURES 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: December 3, 1999 SOUTHEASTERN ASSET MANAGEMENT, INC. By /s/ Charles D. Reaves _______________________________ Charles D. Reaves Vice President & General Counsel O. MASON HAWKINS (Individually) /s/ O. Mason Hawkins _______________________________ Longleaf Partners Realty Fund By /s/ Charles D. Reaves _______________________________ Charles D. Reaves Executive Vice President Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the common stock of Prime Group Realty Trust, and further agree that this joint filing agreement be included in this filing. In evidence thereof, the undersigned hereby execute this Agreement on the 3rd day of December, 1999 SOUTHEASTERN ASSET MANAGEMENT, INC. By /s/ Charles D. Reaves _______________________________ Charles D. Reaves Vice President & General Counsel O. MASON HAWKINS (Individually) /s/ O. Mason Hawkins _______________________________ Longleaf Partners Realty Fund By /s/ Charles D. Reaves _______________________________ Charles D. Reaves Executive Vice President SCHEDULE I Information with Respect to Executive Officers and Directors The following information is disclosed for each of the directors and executive officers of Southeastern: name; business address; and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is Southeastern Asset Management, Inc., having its principal executive offices located at 6410 Poplar Ave., Suite 900, Memphis, Tennessee 38119. Each individual identified below is a citizen of the United States. To the knowledge of management of Southeastern, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws. SOUTHEASTERN ASSET MANAGEMENT, INC. Directors O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer of Southeastern Asset Management, Inc.; Chairman of the Board, Chief Executive Officer, Co-Portfolio Manager of Longleaf Partners Funds. G. Staley Cates: Director and President of Southeastern Asset Management, Inc.; Trustee, President and Co-Portfolio Manager Longleaf Partners Funds. Frank N. Stanley, III: Director and Vice President of Southeastern Asset Management, Inc. Other Officers James H. Barton Vice President John B. Buford Vice President C. T. Fitzpatrick Vice President Lee B. Harper Vice President Randy D. Holt Vice President and Secretary Andrew R. McCarroll Vice President and Assistant General Counsel E. Andrew McDermott Vice President Joseph L. Ott Vice President and Treasurer Charles D. Reaves Vice President and General Counsel Deborah L. Sullivan Vice President-Trading James E. Thompson, Jr. Vice President The following information is disclosed for each of the directors and executive officers of Longleaf Partners Realty Fund: name; address; and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Each individual identified below is a citizen of the United States. The address of each individual for purposes of correspondence is c/o Southeastern Asset Management, Inc., 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119. To the knowledge of management of Longleaf Partners Realty Fund, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws. LONGLEAF PARTNERS REALTY FUND Directors O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer of Southeastern Asset Management, Inc.; Chairman of the Board, Chief Executive Officer, Co-Portfolio Manager of Longleaf Partners Funds. G. Staley Cates: Director and President of Southeastern Asset Management, Inc.; Trustee, President and Co-Portfolio Manager Longleaf Partners Funds. Chadwick H. Carpenter, Jr.: Trustee of Longleaf Partners Funds; private investor and consultant. Daniel W. Connell, Jr.: Trustee of Longleaf Partners Funds; Senior Vice President-Marketing, Jacksonville Jaguars, Ltd. Steven N. Melnyk: Trustee of Longleaf Partners Funds; private investor and consultant. C. Barham Ray: Trustee of Longleaf Partners Funds; Chairman of the Board and Secretary, SSM Corporation. Other Officers Julie M. Douglas Executive Vice President - Operations, CFO C. T. Fitzpatrick Co-Portfolio Manager, Vice President - Investments Lee B. Harper Executive Vice President - Marketing Randy D. Holt Vice President and Secretary Andrew R. McCarroll Vice President and Assistant General Counsel Charles D. Reaves Executive Vice President and General Counsel Prime Group Realty Trust ("Issuer") Schedule 13D PGE13D.doc -----END PRIVACY-ENHANCED MESSAGE-----