-----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, I1dtOVG0npFDJm/6uZf821n6oxO3hldQU/WrSRRwDvAAYi38I4jEdNdPb7L7s6zx hcpNrx50T93hRueoIGzurA== 0000902561-98-000234.txt : 19980803 0000902561-98-000234.hdr.sgml : 19980803 ACCESSION NUMBER: 0000902561-98-000234 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980729 SROS: NYSE 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 13G SEC ACT: SEC FILE NUMBER: 005-51993 FILM NUMBER: 98673293 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: SECURITY CAPITAL PREFERRED GROWTH INC CENTRAL INDEX KEY: 0001043806 STANDARD INDUSTRIAL CLASSIFICATION: [] 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 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No._____)* Prime Group Realty Trust (Name of Issuer) Common Shares, $.01 par value per share (Title of Class of Securities) 74158J103 (CUSIP Number) July 19, 1998 (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. 74158J103 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 NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 2,000,000 Common Shares OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON -0- Shares WITH 7 SOLE DISPOSITIVE POWER 2,000,000 Common Shares 8 SHARED DISPOSITIVE POWER -0- Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 Common Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.38% of the Common Shares 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 5 pages Item 1(a). Name of Issuer: Prime Group Realty Trust (b). Address of Issuer's Principal Executive Offices: 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601 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, $.01 par value per share ("Common Shares") (e). CUSIP Number: 74158J103 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) [ ] An 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 2,000,000 Common Shares, consisting of the number of shares that SCPG has the right to acquire upon the conversion of its 2,000,000 Series A Cumulative Convertible Preferred Shares. (b). Percent of Class: 11.38% of the Common Shares 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 direct the vote of 2,000,000 Common Shares. (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 or to direct the disposition of 2,000,000 Common Shares. (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: July 29, 1998 SECURITY CAPITAL PREFERRED GROWTH INCORPORATED By: /s/ Jeffrey C. Nellessen ----------------------------- Name: Jeffrey C. Nellessen Title: Treasurer & Secretary Page 5 of 5 pages -----END PRIVACY-ENHANCED MESSAGE-----