UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 20)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Prime Group Realty Trust
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(Name of Issuer)
Common Shares of Beneficial Interest,
par value $0.01 per share
-------------------------
(Title of Class of Securities)
74158J103
---------
(CUSIP Number)
Joseph Macnow
Vornado Realty Trust
888 Seventh Avenue
New York, New York 10019
(212) 894-7000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
William G. Farrar
Alan Sinsheimer
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
February 10, 2004
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(Date of Event Which Requires Filing of This Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
The information required on 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, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act.
(Continued on following pages)
(Page 1 of 9 Pages)
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CUSIP NO. 74158J103 PAGE 2 OF 9 PAGES
-------------------- ---------------------
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1. NAME OF REPORTING PERSON: Vornado Realty Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
22-1657560
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS:
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,972,447
EACH -----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,972,447
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,972,447
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8% as calculated in accordance with Rule 13d-3(d)(1)
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14. TYPE OF REPORTING PERSON
OO (real estate investment trust)
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-------------------- ---------------------
CUSIP NO. 74158J103 PAGE 3 OF 9 PAGES
-------------------- ---------------------
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1. NAME OF REPORTING PERSON: Vornado Realty L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
13-3925979
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,972,447
EACH -----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,972,447
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,972,447
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8% as calculated in accordance with Rule 13d-3(d)(1)
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 74158J103 PAGE 4 OF 9 PAGES
-------------------- ---------------------
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1. NAME OF REPORTING PERSON: Vornado PS, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,972,447
EACH -----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,972,447
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,972,447
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8% as calculated in accordance with Rule 13d-3(d)(1)
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14. TYPE OF REPORTING PERSON
OO (limited liability company)
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AMENDMENT NO. 20 TO SCHEDULE 13D
RELATING TO THE COMMON SHARES OF BENEFICIAL INTEREST OF
PRIME GROUP REALTY TRUST
Vornado Realty Trust ("Vornado"), Vornado Realty L.P. (the "Operating
Partnership") and Vornado PS, L.L.C. ("Vornado PS" and, collectively with
Vornado and the Operating Partnership, the "Reporting Persons") hereby amend
their Statement on Schedule 13D filed with respect to the Common Shares of
Beneficial Interest, par value $0.01 per share ("Common Shares"), of Prime Group
Realty Trust, a Maryland real estate investment trust (the "Issuer"). This
Amendment No. 20 to Schedule 13D filed on February 11, 2004 ("Amendment No. 20")
should be read in conjunction with the Statement on Schedule 13D of the
Reporting Persons filed on November 2, 2001 (the "Initial Schedule 13D"), as
amended by Amendment No. 1 to Schedule 13D of the Reporting Persons filed on
November 20, 2001, by Amendment No. 2 to Schedule 13D of the Reporting Persons
filed on December 19, 2001, by Amendment No. 3 to Schedule 13D of the Reporting
Persons filed on December 21, 2001, by Amendment No. 4 to Schedule 13D of the
Reporting Persons filed on December 27, 2001, by Amendment No. 5 to Schedule 13D
of the Reporting Persons filed on January 15, 2002, by Amendment No. 6 to
Schedule 13D of the Reporting Persons filed on January 31, 2002, by Amendment
No. 7 to Schedule 13D of the Reporting Persons filed on February 7, 2002, by
Amendment No. 8 to Schedule 13D of the Reporting Persons filed on February 20,
2002, by Amendment No. 9 to Schedule 13D of the Reporting Persons filed on March
29, 2002, by Amendment No. 10 to Schedule 13D of the Reporting Persons filed on
April 17, 2002, by Amendment No. 11 to Schedule 13D of the Reporting Persons
filed on April 19, 2002, by Amendment No. 12 to Schedule 13D of the Reporting
Persons filed on May 1, 2002, by Amendment No. 13 to Schedule 13D of the
Reporting Persons filed on May 14, 2002, by Amendment No. 14 to Schedule 13D of
the Reporting Persons filed on July 3, 2002, by Amendment No. 15 to Schedule 13D
of the Reporting Persons filed on December 23, 2002, by Amendment No. 16 to
Schedule 13D of the Reporting Persons filed on May 27, 2003, by Amendment No. 17
to Schedule 13D of the Reporting Persons filed on June 13, 2003, by Amendment
No. 18 to Schedule 13D of the Reporting Persons filed on June 18, 2003 and by
Amendment No. 19 to Schedule 13D of the Reporting Persons filed on July 30, 2003
(as so amended, the "Schedule 13D"). This Amendment No. 20 amends the Schedule
13D only with respect to the items listed below. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the meaning ascribed to
them in the Initial Schedule 13D.
Pursuant to Rule 13d-4 under the Exchange Act, each of the Reporting
Persons declares that the filing of this statement shall not be construed as an
admission that such Reporting Person is, for the purposes of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of any Common Shares.
Any disclosures made herein with respect to persons other than the
Reporting Persons are made on information and belief after making appropriate
inquiry.
Item 2. Identity and Background.
Item 2 is hereby amended solely to replace Schedule I, previously a part of this
Schedule 13D, with Schedule I attached to this Amendment No. 20 and to
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replace those responses to Item 2 of Schedule 13D that referenced Schedule I
with the statements below.
(a), (f) The name and citizenship of each Trustee and executive officer
of Vornado are set forth in Schedule I hereto and are incorporated herein by
reference.
(b) The principal business address of each Trustee and executive
officer of Vornado is set forth in Schedule I hereto and incorporated herein by
reference.
(c) The present principal occupation or employment of each Trustee and
executive officer of Vornado and the name, principal business and address of any
corporation or other organization in which such employment is conducted are set
forth in Schedule I hereto and incorporated herein by reference.
(d), (e) During the last five years, none of the Reporting Persons and,
to the knowledge of each of the Reporting Persons, none of the persons listed on
Schedule I hereto (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding 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 laws, or finding any violation with
respect to such laws.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended by adding the following paragraphs at the end thereof:
On February 10, 2004, Vornado PS transmitted written notice to the
Issuer pursuant to Section 3 of the Registration Rights Agreement requesting
that the Issuer register for resale under the Securities Act of 1933 all
3,972,447 Common Shares held by Vornado PS. The proposed plan of distribution
provides for possible sales of Common Shares from time to time under a wide
variety of different methods.
Item 5. Interest in Securities of the Issuer.
No transactions in the Common Shares were effected by the Reporting
Persons during the past 60 days, the date of execution of the Reporting Persons'
most recent filing, except to the extent that such transactions may be deemed to
have occurred as described in Item 4.
Item 7. Material to be Filed in English
1. Letter, dated February 10, 2004, requesting registration of Common
Shares.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
amendment to Schedule 13D is true, complete and correct.
Dated: February 13, 2004
VORNADO REALTY TRUST
By: /s/ Joseph Macnow
---------------------------------
Name: Joseph Macnow
Title: Executive Vice
President-Finance
and Administration,
Chief Financial
Officer
VORNADO REALTY L.P.
By: VORNADO REALTY TRUST,
its general partner
By: /s/ Joseph Macnow
---------------------------------
Name: Joseph Macnow
Title: Executive Vice
President-Finance
and Administration,
Chief Financial
Officer
VORNADO PS, L.L.C.
By: VORNADO REALTY L.P.,
its sole member
By: VORNADO REALTY TRUST,
its general partner
By: /s/ Joseph Macnow
---------------------------------
Name: Joseph Macnow
Title: Executive Vice
President-Finance
and Administration,
Chief Financial
Officer
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SCHEDULE I
Name* Present Principal Occupation or Employment
---- ------------------------------------------
Steven Roth Chairman of the Board and Chief Executive Officer
of Vornado.
Michael D. Fascitelli President and a Trustee of Vornado.
Robert P. Kogod Trustee of Archstone-Smith Trust.
(Trustee of Vornado)
David Mandelbaum A member of the law firm of Mandelbaum &
(Trustee of Vornado) Mandelbaum, P.C., 80 Main Street, West Orange, New
Jersey 07052.
Stanley Simon Owner of Stanley Simon and Associates, management
(Trustee of Vornado) and financial consultants, 70 Pine Street, Room
3301, New York, New York 10270.
Robert H. Smith Trustee and Chairman of Charles E. Smith
Commercial Realty Division of Vornado; Trustee of
Archstone-Smith Trust.
Ronald Targan President of Malt Products Corporation of New
(Trustee of Vornado) Jersey, a producer of malt syrup; principal
business address: Malt Products Corporation of New
Jersey, 88 Market Street, Saddle Brook, New Jersey
07663.
Richard West Director or Trustee of Vornado, Vornado Operating
(Trustee of Vornado) Company, Alexander's Inc., Bowne & Co., Inc. and
various investment companies managed by Merrill
Lynch Asset Management, Inc. or Hotchkis and
Wiley, both affiliates of Merrill Lynch & Co.
Russell B. Wight, Jr. Trustee; A general partner of Interstate
(Trustee of Vornado) Properties (real estate and related investments).
David R. Greenbaum Chief Executive Officer of the New York Office
Division of Vornado.
Joseph Macnow Executive Vice President-Finance and
Administration and Chief Financial Officer of
Vornado.
Melvyn Blum Executive Vice President - Development Division of
Vornado.
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*Unless otherwise indicated above, the business address of each person
listed above is: c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New
York 10019. All of the Trustees and executive officers of Vornado are citizens
of the United States of America.
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