<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1996
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
PRENTISS PROPERTIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN GOVERNING INSTRUMENTS)
1717 MAIN STREET, SUITE 5000
DALLAS, TEXAS 75201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
MICHAEL V. PRENTISS
PRENTISS PROPERTIES TRUST
1717 MAIN STREET, SUITE 5000
DALLAS, TEXAS 75201
(214) 761-1440
(NAME AND ADDRESS OF AGENT FOR SERVICE)
----------------
COPIES TO:
GEORGE C. HOWELL, III, ESQ. ROBERT E. KING, JR., ESQ.
MARK A. MURPHY, ESQ. ROGERS & WELLS
HUNTON & WILLIAMS 200 PARK AVENUE
951 EAST BYRD STREET NEW YORK, NEW YORK 10166
RICHMOND, VIRGINIA 23219 (212) 878-8000
(804) 788-8200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
----------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-9863
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT BEING AMOUNT OF
BEING REGISTERED REGISTERED(1) REGISTRATION FEE
- --------------------------------------------------------------------------------
<S> <C> <C>
Common Shares of beneficial interest, $0.01 par
value
per share.................................... 977,500 shares $5,925(2)
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes 127,500 Common Shares issuable upon exercise of the underwriters'
overallotment option.
(2) Estimated solely for the purpose of calculating the registration fee.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Prentiss Properties
Trust with the Securities and Exchange Commission, File No. 333-9863, pursuant
to the Securities Act of 1933, as amended, is incorporated by reference into
this Registration Statement.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-11 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED, IN DALLAS, STATE OF TEXAS, ON THE 17TH DAY OF AUGUST 1996.
Prentiss Properties Trust, a
Maryland real estate investment
trust (Registrant)
/s/ Michael V. Prentiss*
By: _________________________________
MICHAEL V. PRENTISS CHAIRMAN OF
THE BOARD AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON THE 16TH DAY OF OCTOBER 1996
BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
SIGNATURE TITLE
/s/ Michael V. Prentiss* Chairman of the
- ------------------------------------- Board and Chief
MICHAEL V. PRENTISS Executive Officer
/s/ Thomas F. August President, Chief
- ------------------------------------- Operating Officer
THOMAS F. AUGUST
/s/ Richard J. Bartel* Executive Vice
- ------------------------------------- President--
RICHARD J. BARTEL Financial
Operations and
Administration and
Chief Operating
Officer--Property
Management
(principal
accounting and
financial officer)
/s/ Thomas F. August
By* _________________________________
THOMAS F. AUGUSTATTORNEY-IN-FACT
II-6
<PAGE>
EXHIBIT 5.1
Board of Trustees
Prentiss Properties Trust
1717 Main Street, Suite 5000
Dallas, TX 75201
PRENTISS PROPERTIES TRUST
REGISTRATION STATEMENT ON FORM S-11
October 17, 1996
Gentlemen:
We have acted as counsel to Prentiss Properties Trust, a Maryland real
investment trust (the "Company"), in connection with the registration under
Rule 462(b) by the Company of up to an additional 977,500 shares of the
Company's common shares of beneficial interest, $.01 par value (the "Common
Shares"). The Common Shares will be offered as part of the Offering that is
the subject of a Registration Statement (as amended the "Registration
Statement") filed by the Company on Form S-11 promulgated under the Securities
Act of 1933, as amended ("Act"), File No. 333-9863. We have been advised by
the U.S. Securities and Exchange Commission ("Commission") that the
Registration Statement was declared effective under the Act on October 16,
1996.
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers
and of public officials as we have deemed necessary.
Based upon the foregoing and having regard for such legal considerations as
we have deemed relevant, we are of the opinion that the issuance of the Common
Shares as described in the Registration Statement has been validly authorized
and, when issued and sold as described in the Registration Statement, the
Common Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the statement made in reference
to this firm under the caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-11 (File No. 333- ) of our reports dated July 15, 1996, on our
audits of the balance sheet of Prentiss Property Trust, the financial
statements and financial statement schedule of the Predecessor Company, the
combined statements of revenues and certain operating expenses of the Prentiss
Group Acquisition Properties, and the combined statements of revenues and
certain operating expenses of the Other Acquisition Properties. We also
consent to inclusion in this registration statement of our reports dated
August 30, 1996, on our audit of the statement of revenues and certain
operating expenses of Bachman Creek and Park West E1 and E2 Properties.
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
October 17, 1996
