PRENTISS PROPERTIES TRUST/MD
S-3DPOS, 1999-05-26
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

     As filed with the Securities and Exchange Commission on May 26, 1999
                                                      Registration No. 333-60785
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                               ________________

                        POST-EFFECTIVE AMENDMENT NO. 1
                                      TO
                                   FORM S-3D
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ________________

                           PRENTISS PROPERTIES TRUST
            (Exact name of registrant as specified in its charter)

               Maryland                                75-2661588
     (State or other jurisdiction of     (I.R.S. Employer Identification Number)
      incorporation or organization)

   3890 W. Northwest Highway, Suite 400               J. Kevan Dilbeck
          Dallas, Texas 75220                     Prentiss Properties Trust
            (214) 654-0886                  3890 W. Northwest Highway, Suite 400
   (Address, including zip code, and                    Dallas, Texas 75220
telephone number, including area code, of                 (214) 654-0886
registrant's principal executive offices)   (Name, address, including zip code,
                                            and telephone number, including area
                                            code, of agent for service)

                                   Copy to:
                           Michael E. Dillard, P.C.
                   Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                        1700 Pacific Avenue, Suite 4100
                              Dallas, Texas 75201
                                (214) 969-2800

     Approximate date of commencement of proposed sale to the public: As soon as
practicable following the effective date of this Registration Statement.

     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [X]

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [_]

     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: [_]

     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 statement 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
under the Securities Act, please check the following box: [_]
<PAGE>

Prospectus

                           Prentiss Properties Trust
                     3890 W. Northwest Highway, Suite 400
                             Dallas, Texas 75220
                                (214) 654-0886

                 Dividend Reinvestment and Share Purchase Plan
                2,500,000 Common Shares of Beneficial Interest

     This prospectus relates to 2,500,000 common shares of beneficial interest
that we may issue in connection with our Dividend Reinvestment and Share
Purchase Plan. We hereby offer participation in our Dividend Reinvestment and
Share Purchase Plan to holders of our common shares of beneficial interest,
holders of our preferred shares of beneficial interest, and other interested
investors. You may purchase common shares under the plan as follows:

     .    Our shareholders may purchase common shares by making optional cash
          investments of $100 to $2,500 in a given month.

     .    If you are not one of our shareholders, you may purchase common shares
          by making an initial optional cash investment of $500 to $2,500.

     .    You may purchase common shares by reinvesting all or a portion of the
          cash dividends, if any, received on your common shares or by
          reinvesting all cash dividends received on your preferred shares.

     The price of each common share you purchase with optional cash investments
not exceeding $2,500 or with cash dividends will be the greater of (i) the
average of the daily prices of a common share for the twelve trading days in the
applicable investment period and (ii) the daily price for a common share on the
investment date.

     If you wish to make optional cash investments of greater than $2,500, you
must obtain our permission. The price for cash investments in excess of $2,500
for each common share will be the daily price of one common share on the
applicable investment date. Each month, we may establish a discount at a
percentage between 0% and 5% applicable to the purchase of common shares under
the plan with optional cash investments pursuant to a request for waiver. The
discount initially will be set at 2.25%.

     We will pay the costs of administration of our plan, except that you will
bear the cost of brokerage commissions for resale of common shares held under
our plan, service charges and fees and applicable taxes. Purchasers of shares
(including brokers or dealers) under our plan who resell such shares may be
deemed to be underwriters.

     Our common shares are traded on the New York Stock Exchange under the
symbol "PP."

     This prospectus describes the provisions of our plan and you should retain
this prospectus for future reference.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.


                 The date of this prospectus is May __, 1999.
<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
                                                                 Page
                                                                 ----
<S>                                                              <C>
Forward-Looking Statements......................................    4

The Company.....................................................    5

Description of the Plan.........................................    6
  Purpose.......................................................    6
  Participation Options.........................................    6
  Benefits......................................................    6
  Restrictions..................................................    6
  Participation Eligibility.....................................    7
  Enrollment....................................................    8
  Purchases.....................................................   10
  Certificates..................................................   14
  Sale of Common Shares.........................................   15
  Reports.......................................................   15
  Withdrawal....................................................   15
  Taxes.........................................................   15
  Other Provisions..............................................   16

Use of Proceeds.................................................   18

Plan of Distribution............................................   18

Legal Opinions..................................................   19

Experts.........................................................   19

Where You Can Find More Information.............................   19

Indemnification.................................................   20
</TABLE>

                                       2
<PAGE>

                          Forward-Looking Statements

     This prospectus, any prospectus supplement and the documents incorporated
by reference herein may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. When used in this prospectus, words such as "anticipate,"
"believe," "estimate," "expect," "intend," "predict," "project," and similar
expressions, as they relate to us or our management, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of our
management as well as assumptions made by and information currently available to
us. These forward-looking statements are subject to certain risks, uncertainties
and assumptions, including risks, uncertainties and assumptions related to the
following:


 .  The geographic concentration of our      .  Conflicts of interest;
   properties;

 .  Our real estate acquisition,             .  Change in our investment,
   redevelopment, development and              financing policies without
   construction activities;                    shareholder approval;

 .  Factors that could cause poor            .  Our dependence on key personnel;
   operating performance of our
   properties;

 .  Our incurrence of debt;                  .  Our third-party property
                                               management, leasing, development
                                               and construction business and
                                               related services; and

 .  Limited ability of shareholders          .  Effect of shares available for
   to effect a change of control;              future sale on price of common
                                               shares.

 .  Our failure to qualify as a REIT;


Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, expected or projected. Such forward-looking statements
reflect our current views with respect to future events and are subject to these
and other risks, uncertainties and assumptions, relating to our operations,
results of operations, growth strategy and liquidity. All subsequent written and
oral forward-looking statements attributable to us or individuals acting on our
behalf are expressly qualified in their entirety by this paragraph.

You should specifically consider the various factors identified above and the
documents incorporated by reference herein, which could cause actual results to
differ, including particularly those discussed in our filings under the Exchange
Act.

                                       3
<PAGE>

                                  The Company

     We are a self-administered and self-managed Maryland REIT that acquires,
owns, manages, leases, develops and builds office and industrial properties
throughout the United States. We are self-administered in that we provide our
own administrative services, such as accounting, tax and legal, internally
through our own employees. We are self-managed in that we internally provide all
the management and maintenance services that our properties require through our
own employees such as property managers, leasing professionals and engineers. As
of March 31, 1999, we owned interests in a diversified portfolio of 245
primarily suburban Class A office and suburban industrial properties, including
development projects, as follows:

<TABLE>
<CAPTION>
                                     Number of      Net Rentable      Number of     Percent
                                     ---------      ------------      ---------     -------
                                     Buildings      Square Feet       Tenants       Leased
                                     ---------      -----------       ---------     -------
     <S>                             <C>            <C>                 <C>          <C>
     Office Properties..........           129       14.1 million        1,250         94%
     Industrial Properties......           105        7.1 million          300         98%
     Office and Industrial
      Development Projects.....             11        1.6 million          N/A        N/A
                                     ---------      -------------       -------
           TOTAL..................         245       21.2 million         1,550
                                     =========      =============       =======
</TABLE>

In addition to the properties that we own, we manage approximately 27.1 million
"net rentable square feet" in office, industrial and other properties that are
owned by unrelated third parties. The term "net rentable square feet" is used in
the industry to refer to the area of a property for which a tenant is required
to pay rent and includes the actual rentable area plus a portion of the common
areas of the property allocated to the tenant.

     Our properties are located in 12 core markets and three other markets which
are all included in one of our six geographic segments as follows:

             Segment                    Market
             -------                    ------


        Mid-Atlantic Region     Metropolitan Washington, D.C.
        Midwest Region          Chicago, Detroit, Kansas City
        Northeast Region        Suburban Philadelphia
        Southeast Region        Atlanta
        Southwest Region        Dallas/Fort Worth, Houston, Denver, Austin
        West Region             San Diego, Los Angeles, San Francisco Bay Area,
                                Sacramento, Arizona

We operate principally through the operating partnership and its subsidiaries
and a subsidiary that acts as manager. Our regional management offices are
located in Los Angeles, Dallas, Chicago, Washington, D.C., Atlanta and
Philadelphia. We have approximately 700 employees with expertise in areas such
as acquisitions, development, facilities management, property management and
leasing.

                            Description of the Plan

     The following describes in question and answer format the provisions of our
plan.

Purpose

1.   What is the purpose of the plan?

     The purpose of our plan is to provide registered holders or beneficial
     owners of common and preferred shares and other interested investors with a
     convenient and economical method to purchase common shares and to reinvest
     their cash dividends in common shares. In addition, our plan will provide
     us with a cost-efficient and flexible mechanism to raise equity capital
     through sales of common shares under our plan.

                                       4
<PAGE>

     Whether significant capital is raised may be affected, in part, by our
     decision whether to permit optional cash investments in excess of $2,500
     pursuant to requests for waiver.

Participation Options

2.   What options are available under the plan?

     You may elect to participate in the plan whether you are an initial
     investor or a participant holding either common shares or preferred shares.
     If you are a participant, you may make optional cash investments to
     purchase common shares, subject to a minimum investment of $100 and a
     maximum investment of $2,500 per month. Optional cash investments submitted
     by brokerage firms or other nominees on your behalf will be aggregated for
     purposes of determining whether the $2,500 limit will be exceeded. If you
     are not currently one of our shareholders and are an initial investor
     wishing to participate in our plan, you may make initial optional cash
     investments in common shares of not less than $500 and not more than
     $2,500. In certain instances, however, we may permit greater optional cash
     investments. You also may elect to have cash dividends, if any, received
     with respect to your common and preferred shares automatically reinvested
     in additional common shares. You may elect to reinvest dividends, to make
     optional cash purchases, or both. Your options are described more fully in
     Question 7.

3.   What are the benefits and restrictions of the plan?

     Benefits

     If you are currently one of our shareholders, you may purchase common
     shares pursuant to optional cash investments of not less than $100 and not
     more than $2,500 (other than pursuant to a request for waiver) in any
     month. Optional cash investments may be made occasionally or at regular
     intervals, as you desire. The plan also provides you the opportunity to
     automatically reinvest the cash dividends, if any, received on all or a
     portion of your common shares. You may additionally reinvest all cash
     dividends received on your preferred shares. You may make optional cash
     investments even if you have not elected dividend reinvestment under the
     plan.

     If you are not currently one of our shareholders, you may participate in
     the plan by making an initial cash investment of not less than $500 and not
     more than $2,500 (other than pursuant to a request for waiver) to purchase
     common shares under the plan.

     Common shares you purchase with optional cash investments pursuant to a
     request for waiver, which, like all plan shares, will be purchased directly
     from us under the plan, may be issued at a discount to the market price;
     such discount may vary each month between 0% and 5% at our sole discretion.

     You may avoid the need for safekeeping of certificates for common shares
     credited to your plan accounts and may submit for safekeeping your
     certificates held by you and registered in your name. You may direct the
     service agent to sell or transfer all or a portion of your common shares
     held in your plan account and therefore may find the plan an economical way
     to liquidate your holdings. Periodic statements reflecting all current
     activity in plan accounts, including purchases, sales and latest balances,
     will simplify your record keeping.

     Restrictions

     You may not be able to depend on the availability of a discount regarding
     common shares acquired under the plan with optional cash investments
     pursuant to a request for waiver. Optional cash investments pursuant to a
     request for waiver may be subject to the trading price for common shares
     satisfying a minimum threshold price during the applicable investment
     period. Any discount established in any month for the purchase of common
     shares pursuant to a request for waiver will not insure the availability of
     a discount or the same discount in future months. Each month we may
     establish a discount, may not establish

                                       5
<PAGE>

     a discount, or may change or eliminate the discount or set any threshold
     price without prior notice to you. Discounts, if any, will not apply either
     to the purchase of shares pursuant to reinvestment of dividends or to
     optional cash investments of $2,500 or less (unless part of a larger
     optional cash investment made pursuant to a request for waiver).

     The purchase price per common share under the plan will be an average price
     and, therefore, may exceed the price at which shares are trading on the
     applicable investment date when the shares are issued. No interest will be
     paid on funds held pending dividend reinvestment or purchase of common
     shares with optional cash investments. Common shares and preferred shares
     held in a plan account may not be pledged until the shares are withdrawn
     from the plan.

4.   Who will administer the plan?

     First Chicago Trust Company of New York (or such successor administrator as
     we may designate) has been appointed to originate and administer the plan
     with EquiServe Limited Partnership to act as service agent. The service
     agent will act as your agent, keep records of your accounts, send regular
     account statements to you, and perform other duties relating to the plan.
     Common shares you purchase under the plan will be held by the service agent
     and will be registered in your name unless and until you request that a
     share certificate for all or part of such shares be issued to you.
     Correspondence with the service agent should be sent to:

                    Prentiss Properties Trust
                    Dividend Reinvestment and Share purchase Plan
                    c/o EquiServe
                    P.O. Box 2598
                    Jersey City, NJ 07303-2598
                    Telephone: (201) 324-0498

     You should include a reference to Prentiss Properties Trust in all
     correspondence with the service agent.

     The service agent's customer services numbers are 1-800-446-2617 or 201-
     324-0498.  If you are not a shareholder, you may request plan material at
     1-888-290-7286.  An automated voice response system is available 24 hours a
     day, seven days a week.  The service agent's customer service
     representatives are available 8:30 a.m. to 7:00 p.m. Eastern time each
     business day.

Participation Eligibility

5.   Who is eligible to participate?

     A "registered holder" (which means a shareholder whose common or preferred
     shares are registered in our stock transfer books in your name) or a
     "beneficial owner" (which means a shareholder whose common or preferred
     shares are registered in our stock transfer books in a name other than your
     name, for example, in the name of a broker, bank, or other nominee), may
     participate in the plan. If you are a registered holder, you may
     participate in the plan directly; if you are a beneficial owner, you must
     either become a registered holder by having such shares transferred into
     your name or by making arrangements with your broker, bank or other nominee
     to participate in the plan on your behalf. In addition, if you are not
     currently one of our shareholders, you may participate in the plan by
     making an initial optional cash investment in common shares of not less
     than $500 or more than $2,500. In certain circumstances, however, we may
     permit greater optional cash investments pursuant to a request for waiver.

     The right to participate in the plan is not transferable to another person
     apart from a transfer of the underlying shares. We reserve the right to
     exclude from participation in the plan persons who use the plan to engage
     in short-term trading activities that cause aberrations in the trading
     volume of common shares. In addition, we reserve the right, but not the
     obligation, to treat optional cash investments submitted on forms

                                       6
<PAGE>

     reflecting plan participants with the same name, address or social security
     or taxpayer identification number as a single investment for purposes of
     determining whether the $2,500 limit would be exceeded. If you reside in a
     jurisdiction in which your participation in the plan would be unlawful, you
     will not be eligible to participate in the plan.

Enrollment

6.   How does an eligible holder of common shares or any other initial investor
     enroll in the plan and become a participant?

     If you are an eligible registered holder of common or preferred shares, you
     may enroll in the plan and become a participant by completing and signing
     an enrollment authorization form (enclosed herein) and returning it to the
     service agent at the address set forth in Question 4. You may also obtain
     an enrollment authorization form at any time upon request from the service
     agent at the same address. If shares are registered in more than one name
     (e.g., joint tenants, trustees), all registered holders of such shares must
     sign the enrollment authorization form exactly as the names appear on the
     account registration.

     If you are an eligible beneficial owner, you must instruct your brokers,
     banks or other nominees in whose name your shares are held to participate
     in the plan on your behalf. If a broker, bank or other nominee holds shares
     through a securities depository, such broker, bank or other nominee may
     also be required to provide a broker and nominee form to the service agent
     in order to participate in the optional cash investment portion of the
     plan. Optional cash investments submitted by brokerage firms or other
     nominees on your behalf, whether on the same broker and nominee form or
     different broker and nominee forms, may be aggregated for purposes of
     determining whether the $2,500 limit will be exceeded.

     If you are an initial investor, you may join the plan by completing and
     signing a stock purchase initial investment form and forwarding it,
     together with your initial investment, to the service agent in the envelope
     provided or to the address set forth in Question 4.

7.   What does the enrollment authorization form provide?

     The enrollment authorization form will appoint the service agent as your
     agent and direct the service agent to apply optional cash investments
     (transmitted with the enrollment authorization form as well as optional
     cash investments subsequently submitted) to the purchase on your behalf of
     full and fractional common shares in accordance with the plan.

     With respect to dividends, the enrollment authorization form will appoint
     the service agent as your agent and direct us to pay to the service agent
     your cash dividends, if any, on your common and/or preferred shares as
     authorized.

     The enrollment authorization form provides for the purchase of common
     shares through the following investment options:

     (1)  "Full Dividend Reinvestment"

          This option directs the service agent to invest in accordance with the
          plan all cash dividends, if any, on all common and preferred shares
          then or subsequently registered in your name. This option also permits
          you to make optional cash investments and directs the service agent to
          apply the optional cash investments towards the purchase of common
          shares in accordance with the plan.

                                       7
<PAGE>

     (2)  "Partial Dividend Reinvestment"

          This option directs the service agent to pay you dividends in cash on
          a specified number of common shares registered in your name and held
          in your plan account according to your instructions on the enrollment
          authorization form.  The remaining dividends will be reinvested in
          common or preferred shares.  This option also permits you to make
          optional cash investments and directs the service agent to apply the
          optional cash investments towards the purchase of common shares in
          accordance with the plan. If you own preferred shares and you select
          this investment option, all cash dividends received on such preferred
          shares will be reinvested.

     (3)  "Optional Cash Investments Only"

          This option permits you to make optional cash investments and directs
          the service agent to apply the optional cash investments towards the
          purchase of common shares in accordance with the plan. If this option
          is selected, the service agent will apply the optional cash
          investments received from you towards the purchase of common shares.
          All dividends will be paid in cash.

     You may select any one of the above three options.  If you return a
     properly executed enrollment authorization form to the service agent
     without electing an investment option you will be enrolled as having
     selected Full Dividend Reinvestment. You may change reinvestment levels at
     any time by submitting a revised enrollment authorization form.

8.   What is the automatic monthly deduction feature of the plan and how does it
work?

     You may make optional cash payments of not less than $100 per payment nor
     more than a total of $2,500 in a given month by means of an automatic
     monthly funds transfer (or deduction) from a predesignated account with a
     United States financial institution. A $2.00 transaction fee will be
     subtracted from the amount drawn from your bank account prior to each
     investment.

     To initiate such automatic monthly deductions, you must complete and sign
     an authorization form for automatic deductions and return it to the service
     agent. Authorization forms for automatic deductions may be obtained from
     the service agent. Authorization forms for automatic deductions will be
     processed and will become effective as promptly as practicable following
     receipt; however, you should allow four to six weeks for your first
     investment to be initiated.

     Once automatic monthly deductions are initiated, funds will be drawn from
     your designated financial institution account on the third business day
     preceding the investment period commencement date of each month and will be
     invested in additional common shares under the plan.

     You may change automatic monthly deductions by completing and submitting to
     the service agent a new authorization form for automatic deductions. You
     may terminate automatic monthly deductions by providing written notice to
     the service agent. If you close or change a bank account, you must complete
     a new authorization form for automatic deductions. To be effective with
     respect to a particular investment date, however, the service agent must
     receive the new authorization form for automatic deductions at least six
     business days preceding that investment date.

9.   When will participation in the plan begin?

     Once you have properly completed and submitted an enrollment authorization
     form, you may submit an optional cash investment to purchase shares under
     the plan with such enrollment authorization form. Thereafter, you may make
     optional cash investments at any time, but not more frequently than once
     each month, through the use of the appropriate form sent to you with each
     periodic statement. Payments

                                       8
<PAGE>

     received by the service agent on or before the last business day prior to
     the first day of an investment period will be used to purchase shares on
     the applicable investment date.

     If the service agent receives a properly completed enrollment authorization
     form, requesting reinvestment of dividends, on or before the record date,
     if any, established by our board of trustees for a particular cash
     dividend, that dividend will be used to purchase common shares for you on
     the next applicable investment date following the dividend payment date. If
     an enrollment authorization form is received from you after the record date
     established for a particular dividend, the reinvestment of dividends will
     begin with respect to dividends paid following the next dividend record
     date.

     With respect to the reinvestment of dividends and the investment of
     optional cash investments not exceeding $2,500, the investment date, i.e.,
     the dates on which optional cash investments are to be invested and any
     dividends are to be reinvested, will be the last trading day of the
     investment period. With respect to optional investments in excess of $2,500
     pursuant to a request for waiver that we have granted, each trading day of
     the investment period will be an investment date with respect to 1/12 of
     such optional cash investment. A trading day is a day on which trades in
     common shares are reported on the New York Stock Exchange.  Schedule A to
     this prospectus lists key dates over the next two years with respect to
     optional cash investments.

     No interest will be paid on optional cash investments or cash dividends
     pending investment in common shares.  You may enroll in the plan at any
     time. Once enrolled, you will remain enrolled until you discontinue
     participation or until we terminate the plan.

Purchases

10.  When will shares be acquired under the plan?

     Dividends, if any, and optional cash investments will be reinvested or
     invested, as the case may be, on the investment date.  The investment
     period is a period of twelve trading days, where, in the case of optional
     cash investments not exceeding $2,500, the last trading day of the
     investment period is the relevant investment date and where, in the case of
     optional cash investments exceeding $2,500 pursuant to a request for waiver
     we have granted, each trading day of the investment period is an investment
     date with respect to 1/12 of such optional cash investment. Accordingly,
     for optional cash investments not exceeding $2,500, the entire investment
     will be made on the investment date which is the last trading day of the
     investment period. For optional cash investments exceeding $2,500 pursuant
     to a request for waiver we have granted, 1/12 of the investment will be
     made on each investment date of the investment period.

     Optional cash investments must be received on or before the last business
     day prior to the first day of the applicable investment period in order to
     be invested with that month's investment. Any funds received after the
     deadline will be invested with the next monthly investment. No interest
     will be paid on any funds held by the service agent between investment
     dates. Accordingly, you are urged to time your optional cash investments so
     that they will be received by the service agent shortly before, but not
     after, the deadline or to enroll in the automatic funds transfer option
     which assures the most timely transfer of funds to the service agent.
     Schedule A to this prospectus lists key dates over the next two years with
     respect to optional cash investments.

11.  What is the source of common shares to be purchased under the plan?

     Optional cash investments and dividends reinvested through the plan will be
     used to purchase common shares directly from us from authorized but
     unissued shares.

                                       9
<PAGE>

12.  What will be the price of common shares purchased under the plan?

     The price of each common share you purchase with optional cash investments
     not exceeding $2,500 or with cash dividends will be the greater of (i) the
     average of the daily prices of a common share for the twelve trading days
     in the applicable investment period and (ii) the daily price for a common
     share on the investment date. In the case of an optional cash investment
     exceeding $2,500 approved by us pursuant to a request for waiver, the
     purchase price of common shares purchased on each investment date in the
     relevant investment period with 1/12 of such optional cash investment will
     be the average of the daily price of the common shares on the New York
     Stock Exchange for the relevant investment date, less any applicable
     discount. We may establish a discount of 0% to 5% applicable to the
     purchase of common shares under the plan pursuant to a request for waiver.
     The discount will not apply to shares purchased pursuant to the dividend
     reinvestment feature of the plan or to optional cash investments of $2,500
     or less. The period encompassing the first twelve trading days of each
     calendar month constitutes the relevant investment period for that
     particular month.  Schedule A to this prospectus lists investment periods
     over the next two years. The daily price for a trading day will be the
     average of the high and low trading prices of the common shares on that day
     on the New York Stock Exchange, rounded to three decimal places.

     We may, in our sole discretion, establish for any given investment period a
     threshold price that the daily price must meet in order to consider such
     daily price in the determination of the purchase price for common shares
     purchased with optional cash investments pursuant to a request for waiver.
     Any threshold price will be a stated dollar amount established by us at
     least three trading days prior to the commencement of each investment
     period. In addition, a portion of each optional cash investment will be
     returned for each trading day of an investment period in which the
     threshold price is not satisfied. The returned amount will equal 1/12 of
     the total amount of such optional cash investment (not just the amount
     exceeding $2,500) for each trading day that the threshold price is not
     satisfied.

13.  How are optional cash investments made?

     All registered holders, including brokers, banks and nominees with respect
     to shares registered in their name on behalf of beneficial owners, that
     have submitted signed enrollment authorization forms are eligible to make
     optional cash investments at any time.

     A broker, bank or nominee, as holder on behalf of a beneficial owner, may
     utilize an enrollment authorization form for optional cash investments
     unless it holds the shares in the name of a securities depository. In that
     event, the optional cash investment must be accompanied by a broker and
     nominee form.

     The broker and nominee form provides the sole means by which a broker, bank
     or other nominee holding shares on behalf of beneficial owners in the name
     of a securities depository may make optional cash investments on behalf of
     such beneficial owners. In such case, the broker, bank or other nominee
     must use a broker and nominee form for transmitting optional cash
     investments on behalf of the beneficial owners. A broker and nominee form
     must be delivered to the service agent at the address specified in Question
     4 each time that such broker, bank or other nominee transmits optional cash
     investments on behalf of the beneficial owners. broker and nominee forms
     will be furnished by the service agent upon request.

     If you are an initial investor, you also are eligible to make such an
     initial investment in common shares through an optional cash investment.
     To make such an initial investment, you must submit a stock purchase
     initial investment form and funds representing your desired initial
     investment.

     The service agent will apply all optional cash investments, for which
     payments are received on or before the business day immediately preceding
     the first day of the investment period, to the purchase of common shares on
     the investment dates in the next following investment period. All optional
     cash investments are subject to collection by the service agent for full
     face value in U.S. dollars. There is no obligation to make an optional cash
     investment at any time, and the amount of such investments may vary from
     time to time.

                                       10
<PAGE>

     The service agent must receive optional cash investments and initial cash
     investments no earlier than the 23rd day of the calendar month immediately
     preceding the applicable investment period and no later than the business
     day immediately preceding the relevant investment period in order to be
     invested during that investment period. If an investor wishes to make an
     optional cash investment in excess of $2,500, the investor must submit a
     request for waiver to us on or before three business days preceding the
     first day of the applicable investment period.  Schedule A to this
     prospectus lists the beginning and ending dates of the investment periods
     over the next two years. Because of certain tax concerns which we have as a
     REIT, a request for waiver may only be considered for investors who certify
     that they are not participating in the dividend reinvestment component of
     our plan. A request for waiver should be directed to our Chief Financial
     Officer at (214) 654-0886, or at any other number that we may establish.
     The service agent must receive optional cash investments exceeding $2,500
     (together with our written approval waiving the $2,500 limitation) no later
     than the business day immediately preceding the related investment period
     in order for such funds to be invested on the related investment dates.
     Otherwise, the funds will be invested during the subsequent investment
     period. Furthermore, upon your written or telephone request to cancel an
     optional cash investment or a previously approved request for waiver,
     received by the service agent no later than two business days prior to the
     investment period, a timely optional cash investment or initial cash
     investment not already invested under the plan will be canceled or returned
     to you, as appropriate. However, in the latter event, no refund of any cash
     investment will be made until the funds have been actually received by the
     service agent. Accordingly, such refunds may be delayed by up to three
     weeks.

     You will not earn any interest on optional cash investments or dividends
     held pending investment nor on amounts to be refunded.  We suggest,
     therefore, that any optional cash investment should be sent so as to reach
     the service agent as close as possible to the first business day preceding
     the first day of the applicable investment period.  You should direct any
     questions regarding these dates to the service agent at the address or
     telephone number set forth in Question 4.

     You should be aware that since investments under the plan are made as of
     specified dates, you may lose any advantage that otherwise might be
     available from being able to select the timing of an investment. Neither we
     nor the service agent can assure a profit or protect against a loss on
     shares purchased under the plan.

     All optional cash investments made by check should be made payable to
     "First Chicago Trust-Prentiss Properties Trust" and mailed to the service
     agent at the address listed in Question 4. Any checks not drawn on a United
     States bank or not payable in United States dollars will be returned, as
     will any third party checks.  You should direct inquiries regarding other
     forms of payments and all other written inquiries to the service agent at
     the address listed in Question 4.

14.  What limitations apply to optional cash investments?

     Minimum/Maximum Limits. Optional cash investments by current participants
     are subject to a minimum of $100 and a maximum of $2,500 per month, and
     optional cash investments made by initial investors are subject to a
     minimum initial investment of $500 and a maximum of $2,500. Optional cash
     investments of less than the allowable monthly minimum amount and that
     portion of any optional cash investment that exceeds the allowable monthly
     maximum amount will be returned promptly, except as noted below, without
     interest. Optional cash investments submitted by brokerage firms or other
     nominees on your behalf, whether on the same broker and nominee form or
     different broker and nominee forms, will be aggregated for purposes of
     determining whether the $2,500 limit will be exceeded. In addition, we
     reserve the right to treat optional cash investments submitted on forms
     reflecting participants with the same name, address or social security or
     taxpayer identification number as a single investor for purposes of
     determining whether the $2,500 limit would be exceeded.

     Request for Waiver. Optional cash investments in excess of $2,500 per month
     may be made only pursuant to a request for waiver we have accepted.
     Because of certain tax concerns that we have as a REIT, a

                                       11
<PAGE>

     request for waiver may only be considered for investors who certify that
     they are not participating in the dividend reinvestment component of our
     plan. If you wish to submit an optional cash investment in excess of $2,500
     for any investment period, including those whose proposed investments have
     been aggregated so as to exceed $2,500 as described above, you must obtain
     prior written approval from us and a copy of such written approval must
     accompany any such optional cash investment. A request for waiver should be
     directed to our Chief Financial Officer at (214) 654-0886, or at any other
     number that we may establish. We must receive the request for waiver on or
     before three business days preceding the applicable investment period. We
     have sole discretion to grant any approval for optional cash investments in
     excess of $2,500.

     In deciding whether to approve a request for waiver, we will consider
     relevant factors including, but not limited to:

     .  our need for additional funds,
     .  the attractiveness of obtaining such additional funds through the sale
        of common shares as compared to other sources of funds,
     .  the purchase price likely to apply to any sale of common shares, and
     .  the aggregate amount of optional cash investments in excess of $2,500
        for which you have submitted requests for waiver.

     If requests for waiver are submitted for any investment period for an
     aggregate amount in excess of the amount we are then willing to accept, we
     in our sole discretion may honor the requests of initial investors before
     we honor the requests of other participants. However, if we decide to grant
     the request for waiver of any participant for an investment period, we will
     honor all requests for waiver from all participants pro rata for such
     investment period.

     We reserve the right to modify, suspend or terminate participation in the
     plan by otherwise eligible participants for any reason whatsoever including
     elimination of practices that are not consistent with the purposes of the
     plan.

     Threshold Price with Respect to Optional Cash Investments Made Pursuant to
     Requests for Waiver.  We may establish for any investment period a
     threshold price applicable to optional cash investments made pursuant to
     requests for waiver. At least three trading days prior to the first day of
     the applicable investment period, we will determine whether to establish a
     threshold price and if a threshold price is established, its amount, and
     will so notify the service agent.  We will make this determination in our
     sole discretion after a review of current market conditions, the level of
     participation in the plan, and our current projected capital needs.

     If established for any investment period, the threshold price will be
     stated as a dollar amount that the daily price for each trading day of the
     relevant investment period must equal or exceed. In the event that the
     threshold price is not satisfied for a trading day in the investment
     period, then no investment will occur on that investment date.

     In addition, a portion of each optional cash investment will be returned
     for each trading day of an investment period in which the threshold price
     is not satisfied. The returned amount will equal 1/12 of the total amount
     of such optional cash investment (not just the amount exceeding $2,500) for
     each trading day that the threshold price is not satisfied. Thus, for
     example, if the threshold price is not satisfied for three of the twelve
     trading days in an investment period, 3/12 (i.e., 25%) of such optional
     cash investment will be returned to you by check without interest.

     The establishment of a threshold price and the possible return of a portion
     of the investment applies only to optional cash investments made pursuant
     to a request for waiver and applies to the entire amount thereof, including
     the first $2,500. Setting a threshold price for an investment period shall
     not affect the setting of a threshold price for any subsequent investment
     period. For any particular month, we may waive our right to

                                       12
<PAGE>

     set a threshold price by failing to set such a price at least three trading
     days prior to the first day of the investment period. Unlike the procedure
     for establishing a discount, if we fail to set a threshold price for any
     investment period, the threshold price for the previous investment period
     will not continue to apply in the current investment period. Neither we nor
     the service agent shall be required to provide any written notice to you as
     to the threshold price for any investment period. You may, however,
     ascertain whether a threshold price has been set or waived for any given
     investment period by telephoning us at (214) 654-0886 or at any other
     number that we may establish.

     Discount. Each month, at least three trading days prior to the first day of
     the applicable investment period, we may establish a discount from the
     daily price applicable to shares purchased under the plan with optional
     cash investments made pursuant to a request for waiver. The discount may be
     between 0% and 5% of the purchase price. The discount initially will be
     2.25%. We may change the amount of the discount prior to each investment
     period in our sole discretion after a review of current market conditions,
     the level of participation in the plan, and our current and projected
     capital needs. If we do not affirmatively change the discount at least
     three trading days prior to the first day of the applicable investment
     period, the discount will remain the same as it was for the previous month.
     You may obtain the discount applicable to the next investment period by
     telephoning us at (214) 654-0886 or at any other number that we may
     establish. Discounts apply only to shares purchased in connection with
     optional cash investments made pursuant to a request for waiver, and apply
     to the entire amount thereof, including the first $2,500.

15.  What if I have more than one account?

     For the purpose of the limitations discussed in Question 14, we reserve the
     right to aggregate all optional cash investments for you with more than one
     account using the same name, address or social security or taxpayer
     identification number. If you are unable to supply a social security or
     taxpayer identification number, we may limit your participation to only one
     plan account. Also for the purpose of such limitations, we may aggregate
     all plan accounts that we believe to be under common control or management
     or to have common ultimate beneficial ownership. In the event we exercise
     our right to aggregate investments and the result would be an investment in
     excess of $2,500 without an approved request for waiver, we will return,
     without interest, as promptly as practicable, any amounts in excess of the
     investment limitations.

Certificates

16.  Will certificates be issued for share purchases?

     All shares purchased pursuant to the plan will be held in "book entry" form
     through accounts maintained by the service agent. This service protects
     against the loss, theft, or destruction of certificates evidencing shares.
     Upon your written or telephone request, the service agent will have
     certificates issued and delivered for all full shares credited to your
     account. Certificates will be issued only in the same names as those
     enrolled in the plan. In no event will certificates for fractional shares
     be issued.

17.  Can I add shares to my account by transferring share certificates that I
     possess?

     You may send to the plan for safekeeping all common and preferred share
     certificates that you hold. The safekeeping of shares offers the advantage
     of protection against loss, theft or destruction of certificates as well as
     convenience, if and when shares are sold through the plan. All shares
     represented by such certificates will be kept for safekeeping in "book
     entry" form and combined with any full and fractional shares then held for
     you by the plan.

     If you wish to deposit certificated shares with the service agent, you
     should use a brown, pre-addressed envelope provided by the service agent.
     Such envelope should be mailed to the service agent using first class
     postage. When mailed in this manner, your certificates are automatically
     insured up to a current market value of $25,000. If you do not use a brown,
     pre-addressed envelope provided by the service agent, the certificates
     should be sent to the address listed in Question 4 via registered mail,
     return receipt

                                       13
<PAGE>

     requested and insured for possible mail loss for 2% of the market value.
     Stock certificates sent to the service agent should not be endorsed. You
     will promptly receive a statement confirming each deposit. For information
     about mailing certificates to the service agent having a current market
     value in excess of $25,000, contact the service agent at the address listed
     in Question 4.

     To deposit certificates for safekeeping under the plan, you must be
     enrolled in the plan. Share certificates as well as all written inquiries
     about the safekeeping service should be directed to the service agent at
     the address listed in Question 4.

     You may withdraw your shares deposited for safekeeping by submitting a
     written request to the service agent. There is no cost to you for
     certificate deposit services.

Sale of Common Shares

18.  Can I sell shares held under the plan?

     You may request that all or a portion of the common or preferred shares
     held in your accounts by the plan be sold. Following receipt of written or
     telephone instructions from you, the service agent will sell those shares
     as soon as practicable. The service agent will attempt to process orders on
     the day they are received, provided that instructions are received before
     1:00 pm, Eastern time, on a business day during which the service agent and
     the relevant securities markets are open. The service agent will remit, as
     soon as practicable, a check to you for the proceeds of such sale, less
     applicable brokerage charges, service charges, any taxes, excluding income
     taxes, and any other costs of sale. The service fee for sales of shares
     will be $15.00 per transaction plus $.12 per share brokerage commission.

Reports

19.  What reports will be sent to participants in the plan?

     Unless you participate in the plan through a broker, bank or nominee, you
     will receive from the service agent a detailed statement of your account
     following each investment. These detailed statements will show total cash
     dividends received, if any, total optional cash investments received, total
     shares purchased, price paid per share, and total shares held in the plan.
     You should retain these statements to determine the tax basis for shares
     purchased pursuant to the plan. Any participant that participates in the
     plan through a broker, bank or nominee should contact such party for such a
     statement.

Withdrawal

20.  How can I withdraw from the plan?

     Except as set forth below, you may terminate your enrollment in the plan by
     giving written or telephone notice to the service agent at any time.  Upon
     termination, the service agent will continue to hold your shares in book-
     entry form unless you request a stock certificate.  You may also request
     that all or part of the shares in your account be sold. In the event that a
     purchase of shares on your behalf pursuant to the plan is pending, you may
     cancel the optional cash investment by written or telephone request to the
     service agent no later than two business days prior to the investment
     period. Fractional shares held in the plan may only be converted to cash on
     the basis of the then current market price of the common shares less any
     brokerage commissions and any other costs of sale. If your plan account
     balance falls below one full share, the service agent reserves the right to
     liquidate the fractional share and remit the proceeds, less any brokerage
     commissions, service charges, and any other costs of sale to you at your
     address of record.

                                       14
<PAGE>

Taxes

21.  What are the federal income tax consequences of participating in the plan?

     In the case of common shares purchased by the service agent pursuant to the
     reinvestment feature of the plan, you will be treated for federal income
     tax purposes as having received, on the distribution payment date, a
     distribution in an amount equal to the amount of the cash distribution that
     was reinvested. Such distribution will be taxable as a dividend to the
     extent of our current and accumulated earnings and profits. To the extent
     the distribution exceeds our current and accumulated earnings and profits,
     the distribution will be treated first as a tax-free return of capital,
     reducing the tax basis in your shares, and the distribution in excess of
     your tax basis will be taxable as gain realized from the sale of your
     shares. Your tax basis in common shares acquired with reinvested dividends
     will be equal to the amount of the cash distribution that was reinvested to
     purchase the common shares.

     It is not entirely clear under current law how purchases of common shares
     pursuant to the optional cash investment feature of the plan should be
     treated for federal income tax purposes. We currently intend to take the
     position for tax reporting purposes that you will be treated for federal
     income tax purposes as having received a distribution from us upon the
     purchase of common shares with optional cash investments in an amount equal
     to the excess, if any, of (1) the daily price of a common share on the
     investment date multiplied by the number of common shares (including any
     fractional share) purchased, over (2) the purchase price of such common
     shares, taking into account any discount, and that any such distribution
     will be treated as a taxable dividend to the extent of our current and
     accumulated earnings and profits. We currently intend to take the position
     for tax reporting purposes that you will receive a tax basis in common
     shares acquired with optional cash investments equal to the greater of the
     (1) daily price of a common share on the investment date or (2) the
     purchase price of the shares. We currently intend to take the position for
     tax reporting purposes that initial investors will be treated for federal
     income tax purposes as having received no distribution from us upon the
     purchase of common shares with optional cash investments, and that initial
     investors will receive a tax basis in common shares acquired with optional
     cash investments equal to the purchase price of the shares. You are
     encouraged to consult with your own tax advisors with regard to the federal
     income tax treatment of optional cash purchases.

     The holding period for common shares acquired pursuant to the plan will
     begin on the day following the investment date. A share consisting of
     fractional shares purchased on different investment dates will have a split
     holding period, with the holding period for each fractional component
     beginning the day after the investment date on which it was purchased. When
     you receive certificates for whole shares credited to your account under
     the plan, you will not realize any taxable income. However, if you receive
     a cash adjustment for a fraction of a share, you will realize gain or loss
     with respect to such fraction. Your will also realize gain or loss whenever
     whole shares are sold, either pursuant to your request, upon withdrawal
     from the plan or after withdrawal from the plan. The amount of such gain or
     loss will be the difference between the amount that you receive for the
     shares (including any fractional share) and your tax basis in the shares.

     The foregoing is only a summary of the federal income tax consequences of
     participation in the plan and does not constitute tax advice. This summary
     does not reflect every possible outcome that could result from
     participation in the plan and, therefore, you are advised to consult your
     own tax advisors with respect to the tax consequences applicable to your
     particular situation.

Other Provisions

22.  What happens if I sell or transfer shares or acquire additional shares?

     If you have elected to have dividends automatically reinvested in the plan
     and subsequently sell or transfer all or any part of the shares registered
     in your name, automatic reinvestment will continue until you elect
     otherwise. Similarly, if you have elected the "Full Dividend Reinvestment"
     option under the plan and subsequently acquire additional shares registered
     in your name, dividends paid on such shares will

                                       15
<PAGE>

     automatically be reinvested until you elect otherwise. If, however, cash
     dividends with respect to only part of the shares registered in your name
     are being reinvested, EquiServe will continue to reinvest dividends on only
     such shares. You may, however, change your election by submitting a new
     enrollment form.

23.  How will my shares be voted?

     For any meeting of shareholders, you will receive proxy materials in order
     to vote both shares registered in your name and all whole shares held by
     the plan for your account. All shares will be voted as designated by you or
     may be voted in person at the meeting of shareholders.

24.  Who pays the expenses of the plan?

     There is no fee for enrolling in the program. Participation is voluntary,
     and you may discontinue your participation at any time. However, there are
     fees associated with the plan and the service agent's services. Shares for
     the plan will be purchased directly from us. In addition, if you request
     the sale of any of your shares held in the plan, you must pay a fee equal
     to $15.00 per transaction plus $.12 per share for brokerage commissions
     plus any applicable taxes and any other costs of sale. The service agent
     may also charge you for additional services not provided under the plan or
     where specified charges are indicated. Any fees may be changed by the
     service agent at any time, without notice to you. Brokers or nominees that
     participate on behalf of beneficial owners for whom they are holding shares
     may also charge such beneficial owners fees in connection with such
     participation, and neither we nor the service agent will be responsible for
     such fees. The table below provides certain information with regard to fees
     you will pay on certain transactions.

<TABLE>
<CAPTION>
        Investor Paid Fees
        ------------------
        <S>                                                      <C>
        Purchases
        Initial purchase for non-shareholders..................  $10.00 per initial purchase
        Voluntary cash purchases...............................  $5.00 per purchase by check
        Automatic fund transfer (ACH) debit for purchases......  $2.00 per purchase by ACH
</TABLE>

        Reinvestment
        Reinvestment of dividends each quarter will be charged to the
        shareholder at the rate of
        5% of the investing amount, with a maximum charge of $3.00 per quarter.

        Sales
        Sales are charged $15.00 per transaction, plus $0.12 per share sold for
        brokerage commissions.


25.  What are our and the service agent's responsibilities under the plan?

     Neither we nor the service agent will be liable for any act done in good
     faith or for any good faith omission to act, including, without limitation,
     any claims of liability arising out of a failure to terminate your account
     upon your death or adjudication of incompetence prior to the receipt of
     notice in writing by us or the service agent of such death or adjudication
     of incompetence, the prices at which shares are purchased or sold for your
     account, the times when purchases or sales are made or fluctuations in the
     market value of the common shares. Neither we nor the service agent has any
     duties, responsibilities or liabilities except those expressly set forth in
     the plan.

     You should recognize that we cannot assure a profit or protect against a
     loss on the shares purchased by you under the plan.

                                       16
<PAGE>

26.  What happens if we issue a share dividend or declare a share split?

     Any common shares distributed us as a result of a share dividend or a share
     split on shares held by both the service agent for you and by you will be
     credited to your account.

27.  If we have a rights offering related to the common shares, how will my
     entitlement be computed?

     Your entitlement in a rights offering related to the common shares will be
     based upon both the number of whole shares credited to your account and any
     other shares registered in your name.

28.  May shares in my account be pledged?

     No shares credited to your account may be pledged, and any such purported
     pledge will be void. If you wish to pledge shares, those shares must be
     withdrawn from the plan.

29.  May I transfer all or a part of my shares held in the plan to another
     person?

     If you are not one of our affiliates, you may transfer or give gifts of
     shares to anyone by contacting the service agent for information. A notice
     indicating the deposit of shares will be forwarded to the recipient. If you
     are not one of our affiliates, you may also transfer all or a portion of
     your shares into an account established for another person within the plan.
     In order to effect such a "book-to-book" transfer, the transferee must
     complete an enrollment authorization form to open a new account within the
     plan. You should send the enrollment authorization form to the service
     agent along with a written request for information on how to effect the
     "book-to-book" transfer indicating the number of shares to be transferred
     to the new account.

     If you are one of our affiliates and you wish to transfer shares in your
     account, you should call our Corporate Secretary at (214) 654-0886.

30.  May the plan be changed or terminated?

     While the plan is intended to continue indefinitely, we reserve the right
     to amend, modify, suspend or terminate the plan at any time. You will be
     notified in writing of any modifications made to the plan.

                                Use of Proceeds

     We have no basis for estimating either the number of common shares that
ultimately may be sold pursuant to the plan or the prices at which such common
shares will be sold. However, we intend to contribute the net proceeds of the
sale of the common shares offered hereby to the operating partnership in
exchange for an equal number of units of limited partnership interest in the
operating partnership. The operating partnership will use such proceeds to repay
indebtedness or for general purposes.

                             Plan of Distribution

     We will directly sell any common shares you acquire under the plan. We may
sell common shares to owners of shares (including brokers or dealers) who, in
connection with any resales of such shares, may be deemed to be underwriters.
These common shares, including shares acquired pursuant to requests for waiver
granted with respect to the optional cash investment feature of the plan, may be
resold in market transactions (including coverage of short positions) on any
national securities exchange on which common shares trade or in privately
negotiated transactions. These exchanges include the New York Stock Exchange,
the national exchange on which the common shares are currently listed. The
difference between the price such owners pay to us for common shares acquired
under the plan after deduction of the applicable discount, if any, and the price
at which such shares are resold, may be deemed to constitute underwriting
commissions received by the owners in connection with such transactions. We do
not have any formal or informal understanding with any such owners. We reserve
the right to exclude from

                                       17
<PAGE>

participation in the plan persons who use the plan to engage in short-term
trading activities that cause alterations in the trading volume of the common
shares.

     Common shares may not be available under the plan in all states. This
prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any common shares or other securities in any state or any other
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction.

                                Legal Opinions

     The legality of the issuance of the common shares under the plan will be
passed upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P.


                                    Experts

     Our consolidated and combined financial statements as of December 31, 1998
and 1997 and for the years ended December 31, 1998 and 1997 and the period
October 22, 1996, inception of operations, to December 31, 1996, and our
predecessor company for the period January 1, 1996 through October 21, 1996,
included in our Annual Report on Form 10-K and 10-K/A for the year ended
December 31, 1998, the combined statement of revenues and certain operating
expenses of the Willow Oaks Properties and the statement of revenues and certain
operating expenses of the Ordway Property included in our Current Report on Form
8-K, filed October 9, 1998 and amended December 24, 1998, January 25, 1999 and
April 1, 1999, and the statements of revenue and certain operating expenses of
the 7101 Wisconsin Avenue Property and the One O'Hare Centre Property and the
combined statements of revenue and certain operating expenses of the Calverton
Office Park Properties and the Fidinam Office Portfolio included in our Current
Report on Form 8-K, filed February 16, 1999 and amended April 1, 1999, all
incorporated by reference in this prospectus, have been incorporated herein in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants
given on the authority of that firm as experts in accounting and auditing.

                      Where You Can Find More Information

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from our web site at http://www.pplinc.com or at the SEC's web site at
http://www.sec.gov.

     We filed a registration statement on Form S-3 to register with the SEC the
common shares. This prospectus is a part of that registration statement. As
allowed by SEC rules, this prospectus does not contain all of the information
you can find in the registration statement or the exhibits to the registration
statement.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Exchange Act from the date hereof until our
offering is completed.

                                       18
<PAGE>

     1. Our Annual Report on Form 10-K, File No. 001-14516, for the year ended
        December 31, 1998, filed on March 29, 1999, as amended by Amendment No.
        1 filed on April 23, 1999.

     2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999,
        filed on May 13, 1999.

     3. Our Current Reports filed since January 1, 1999 as follows:


          .  Form 8-K, File No. 001-14516, filed on February 16, 1999, as
             amended by Amendment No. 1, filed on April 1, 1999.

          .  Form 8-K, File No. 001-14516, filed on October 9, 1998, as amended
             by Amendment No. 1, filed on December 24, 1998, Amendment No. 2,
             filed on January 25, 1999, and Amendment No. 3, filed on April 1,
             1999.

     4. The description of the common shares contained in our registration
        statement on Form 8-A, File No. 001-14516, filed on October 17, 1996,
        under the Exchange Act, including any reports filed under the Exchange
        Act for the purpose of updating such description.

     5. The description of the Series B Junior Preferred Shares contained in our
        registration statement on Form 8-A, File No. 000-23813, filed on
        February 17, 1998, as amended by our registration statement on Form 8-A,
        File No. 001-14516, filed on March 10, 1998, including any reports filed
        under the Exchange Act for the purpose of updating such description.

     You may request a copy of these filings, at no cost, by writing or
telephoning:

          Prentiss Properties Trust
          3890 W. Northwest Highway, Suite 400
          Dallas, Texas
          (214) 654-0886

     You should rely on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have authorized no one to
provide you different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front of the document.


                                Indemnification

     Maryland REIT law permits a Maryland REIT to include in its declaration of
trust a provision limiting the liability of its trustees and officers to the
Maryland REIT and its shareholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgment as being material to the cause of action. Our declaration of
trust contains such a provision which eliminates such liability to the maximum
extent permitted by the Maryland REIT law.

     Our declaration of trust authorizes us, to the maximum extent permitted by
Maryland law, to indemnify and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to (a) any present or former
trustee or officer or (b) any individual who, while our trustee and at our
request, serves or has served another REIT, corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a trustee,
director, officer or partner of such REIT, corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a trustee,
director, officer or partner of such REIT, corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise from and against any
claim or liability to which such person may become subject or which such person
may incur by reason of his status as present or former shareholder. Our bylaws
obligate us, to the maximum extent permitted by Maryland law, to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former trustee or officer who is made a party
to the proceeding by reason of his service in that capacity or (b) any
individual who, while our trustee and at our request, serves or has served
another REIT, corporation partnership, joint venture, trust, employee benefit
plan or any other enterprise as a trustee, director, officer or partner of such
REIT, corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise and who is made a party to the proceeding by reason of his
service in that capacity. Our declaration of trust and bylaws also permit us to
indemnify and advance expenses to any

                                       19
<PAGE>

person who served our predecessor in any of the capacities described above and
to any of our employees or agents or our predecessor. Our bylaws require us to
indemnify a trustee or officer who has been successful, on the merits or
otherwise, in the defense of any proceeding to which he is made a party by
reason of his service in that capacity.

     Maryland REIT law permits a Maryland REIT to indemnify and advance expenses
to its trustees, officers, employees and agents to the same extent as is
permitted by the Maryland corporation law for directors and officers of Maryland
corporations. Maryland corporation law permits a corporation to indemnify its
present and former directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that:

     .  the act or omission of the director or officer was material to the
        matter giving rise to the proceeding and (1) was committed in bad faith,
        or (2) was the result of active and deliberate dishonesty,

     .  the director or officer actually received an improper personal benefit
        in money, property or services or

     .  in the case of any criminal proceeding, the director or officer had
        reasonable cause to believe that the act or omission was unlawful.

However, a Maryland corporation may not indemnify for an adverse judgment in a
suit by or in the right of the corporation or for a judgment of liability on the
basis that a personal benefit was improperly received unless a court orders
indemnification and then only for expenses. In accordance with Maryland
corporation law our bylaws require us, as a condition to advancing expenses, to
obtain:

     .  a written affirmation by the trustee or officer of his good faith belief
        that he has met the standard of conduct necessary for indemnification by
        us as authorized by our bylaws and

     .  a written undertaking by or on his behalf to repay the amount paid or
        reimbursed by us if it shall ultimately be determined that the standard
        of conduct was not met.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

                                       20
<PAGE>

                                  SCHEDULE A

                           Optional Cash Investments

<TABLE>
<CAPTION>
Threshold Price and     Record Date and Optional      Investment Period      Investment Period
 Discount Set Date      Cash Investment Due Date      Commencement Date       Conclusion Date
 -----------------      ------------------------      -----------------      -----------------
<S>                     <C>                           <C>                    <C>
May 26, 1999            May 28, 1999                  June 1, 1999           June 16, 1999
June 28, 1999           June 30, 1999                 July 1, 1999           July 19, 1999
July 28, 1999           July 30, 1999                 August 2, 1999         August 17, 1999
August 27, 1999         August 31, 1999               September 1, 1999      September 17, 1999
September 28, 1999      September 30, 1999            October 1, 1999        October 18, 1999
October 27, 1999        October 29, 1999              November 1, 1999       November 16, 1999
November 26, 1999       November 30, 1999             December 1, 1999       December 16, 1999
December 29, 1999       December 31, 1999             January 3, 2000        January 19, 2000
January 27, 2000        January 31, 2000              February 1, 2000       February 16, 2000
February 25, 2000       February 29, 2000             March 1, 2000          March 16, 2000
March 29, 2000          March 31, 2000                April 3, 2000          April 18, 2000
April 26, 2000          April 28, 2000                May 1, 2000            May 16, 2000
May 26, 2000            May 31, 2000                  June 1, 2000           June 16, 2000
June 28, 2000           June 30, 2000                 July 3, 2000           July 19, 2000
July 27, 2000           July 31, 2000                 August 1, 2000         August 16, 2000
August 28, 2000         August 31, 2000               September 1, 2000      September 18, 2000
September 27, 2000      September 29, 2000            October 2, 2000        October 16, 2000
October 27, 2000        October 31, 2000              November 1, 2000       November 16, 2000
November 28, 2000       November 30, 2000             December 1, 2000       December 18, 2000
December 27, 2000       December 29, 2000             January 1, 2000        January 16, 2000
</TABLE>
<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

     The following sets forth the estimated expenses, other than underwriting
discounts and commissions, in connection with the issuance and distribution of
the securities being registered hereby, all of which will be paid us:

          Securities and Exchange Commission registration fee..   $17,724
          Accounting fees and expenses.........................     3,000
          Legal fees and expenses..............................    10,000
          Miscellaneous........................................     4,276
                                                                  -------

               TOTAL...........................................   $35,000
                                                                  =======
Item 15.  Indemnification of Officers and Directors


     Title 8, as amended from time to time, of the Corporations and Associations
Article of the Annotated Code of Maryland (the "Maryland REIT Law") permits a
Maryland REIT to include in its Declaration of Trust a provision limiting the
liability of its trustees and officers to the Maryland REIT and its shareholders
for money damages except for liability resulting from (a) actual receipt of an
improper benefit or profit in money, property or services or (b) active and
deliberate dishonesty established by a final judgment as being material to the
cause of action. The Declaration of Trust of the Company contains such a
provision which eliminates such liability to the maximum extent permitted by the
Maryland REIT Law.

     The Declaration of Trust of the Company authorizes it, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former trustee or officer or (b) any individual who, while a
trustee of the Company and at the request of the Company, serves or has served
another REIT, corporation, partnership, joint venture, trust, employee benefit
plan or any other enterprise as a trustee, director, officer or partner of such
REIT, corporation, partnership, joint venture, trust, employee benefit plan or
any other enterprise as a trustee, director, officer or partner of such REIT,
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise from and against any claim or liability to which such person may
become subject or which such person may incur by reason of his status as present
or former shareholder. The Bylaws of the Company obligate it, to the maximum
extent permitted by Maryland law, to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (a) any
present or former trustee or officer who is made a party to the proceeding by
reason of his service in that capacity or (b) any individual who, while a
trustee of the Company and at the request of the Company, serves or has served
another REIT, corporation partnership, joint venture, trust, employee benefit
plan or any other enterprise as a trustee, director, officer or partner of such
REIT, corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise and who is made a party to the proceeding by reason of his
service in that capacity. The Declaration of Trust and Bylaws also permit the
Company to indemnify and advance expenses to any person who served a predecessor
of the Company in any of the capacities described above and to any employee or
agent of the Company or a predecessor of the Company. The Bylaws require the
Company to indemnify a Trustee or officer who has been successful, on the merits
or otherwise, in the defense of any proceeding to which he is made a party by
reason of his service in that capacity.

     Maryland REIT Law permits a Maryland REIT to indemnify and advance expenses
to its trustees, officers, employees and agents to the same extent as is
permitted by the Maryland General Corporation Law (the "MGCL") for directors and
officers of Maryland corporations. The MGCL permits a corporation to indemnify
its present and former directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
your service in those or other capacities unless it is established that (a) the
act or omission of the director or

                                      II-1
<PAGE>

officer was material to the matter giving rise to the proceeding and (i) was
committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) the director or officer actually received an improper personal
benefit in money, property or services or (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. However, a Maryland corporation may not indemnify for
an adverse judgment in a suit by or in the right of the corporation or for a
judgment of liability on the basis that a personal benefit was improperly
received unless a court orders indemnification and then only for expenses. In
accordance with the MGCL, the Bylaws of the Company require it, as a condition
to advancing expenses, to obtain (a) a written affirmation by the trustee or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification us as authorized by the Bylaws and (b) a written
undertaking by or on his behalf to repay the amount paid or reimbursed us if it
shall ultimately be determined that the standard of conduct was not met.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

Item 16.  Exhibits and Financial Statement schedules

     (a)  Exhibits


Exhibit
Number                                      Exhibits
- ------                                      --------
3.1    --    Form of Amended and Restated Declaration of Trust of the Company
             (filed as Exhibit 3.1 to the Company's Registration Statement on
             Amendment No. 1 of Form S-11, File No. 333-09863, and incorporated
             by reference herein).

3.2    --    Articles Supplementary to the Amended and Restated Declaration of
             Trust Classifying and Designating the Series A Preferred Shares
             (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K
             filed January 15, 1998 and incorporated by reference herein).

3.3    --    Articles Supplementary, dated February 17, 1998, Classifying and
             Designating a Series of Preferred Shares of Beneficial Interest as
             Junior Participating Cumulative Convertible Redeemable Preferred
             Shares of Beneficial Interest, Series B, and Fixing Distribution
             and Other Preferences and Rights of Such Shares (filed as Exhibit 3
             to the Company's Registration Statement on Form 8-A filed on
             February 17, 1998, File No. 000-23813).

3.4    --    Articles Supplementary, dated June 25, 1998, Classifying and
             Designating a Series of Preferred Shares of Beneficial Interest as
             Series B Cumulative Redeemable Perpetual Preferred Shares of
             Beneficial Interest and Fixing Distribution and Other Preferences
             and Rights of Such Shares (filed as Exhibit 3.5 to the Company's
             Form 10-Q filed August 12, 1998 and incorporated by reference
             herein).

3.5    --    Bylaws of the Company (filed as Exhibit 3.2 to the Company's
             Registration Statement on Amendment No. 1 of Form S-11, File No.
             333-09863, and incorporated by reference herein).

4.1    --    Form of Common Share Certificate (filed as Exhibit 4.1 to the
             Company's Registration Statement on Amendment No. 1 of Form S-11,
             File No. 333-09863, and incorporated by reference herein).

4.2    --    Form of Series A Preferred Share Certificate (filed as Exhibit 4.2
             to the Company's Registration Statement on Form S-3, File No. 333-
             65793, and incorporated by reference herein).

4.3    --    Rights Agreement, dated February 6, 1998, between the Company and
             First Chicago Trust Company of New York, as Rights Agent (filed as
             Exhibit 4.1 to the Company's Registration Statement on Form 8-A
             filed on February 17, 1998 and incorporated by reference herein).

                                      II-2
<PAGE>

4.4    --    Form of Rights Certificate (included as Exhibit A to the Rights
             Agreement).

*5     --    Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

*23.1  --    Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
             Exhibit 5).

*23.2  --    Consent of PricewaterhouseCoopers LLP.

24     --    Power of Attorney (included on the signature page of this
             registration statement filed on August 6, 1998, and is incorporated
             by reference herein).
_________________________________
*   Filed herewith.

    (b) Financial Statement Schedules

        None

Item 17.  Undertakings

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:

          (i)    to include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

          (ii)   to reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement (notwithstanding the foregoing, any increase or
     decrease in the volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high and of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement); and

          (iii)  to include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

provided, however, that the undertakings set forth in subparagraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

                                      II-3
<PAGE>

     The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                      II-4
<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-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the city of Dallas, state of Texas, on
May 26, 1999.


                                     PRENTISS PROPERTIES TRUST



                                     By: /s/ THOMAS F. AUGUST
                                         -------------------------------------
                                         Thomas F. August
                                         President and Chief Operating Officer


     Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed below on
May 26, 1999 by the following persons in the capacities indicated.


Name                                 Title
- ----                                 -----

      *
________________________________     Chairman of the Board and Chief Executive
Michael V. Prentiss                  Officer (Principal Executive Officer)


/s/ THOMAS F. AUGUST                 President, Chief Operating Officer and
________________________________     Trustee
Thomas F. August

      *
________________________________     Trustee
Thomas J. Hynes, Jr.


      *
________________________________     Trustee
Barry J.C. Parker

      *
________________________________     Trustee
Leonard M. Riggs, Jr.

      *
________________________________     Trustee
Ronald G. Steinhart


      *
________________________________     Trustee
Lawrence A. Wilson

/s/ MICHAEL A. ERNST
________________________________     Senior Vice President, Chief Financial
Michael A. Ernst                     Officer and Treasurer (Principal Financial
                                     Officer)

                                      II-5
<PAGE>

       *
________________________________    Executive Senior Vice President and Chief
Richard J. Bartel                   Administration Officer; President, Prentiss
                                    Property Services

/s/ THOMAS P. SIMON
________________________________    Senior Vice President
Thomas P. Simon                     (Chief Accounting Officer)



* By: /s/ THOMAS F. AUGUST
      --------------------------
      Thomas F. August
      Attorney-in-Fact

                                      II-6
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number                                 Exhibits
- ------                                 --------
3.1    --         Form of Amended and Restated Declaration of Trust of the
                  Company (filed as Exhibit 3.1 to the Company's Registration
                  Statement on Amendment No. 1 of Form S-11, File No. 333-09863,
                  and incorporated by reference herein).

3.2    --         Articles Supplementary to the Amended and Restated Declaration
                  of Trust Classifying and Designating the Series A Preferred
                  Shares (filed as Exhibit 3.1 to the Company's Current Report
                  on Form 8-K filed January 15, 1998 and incorporated by
                  reference herein).

3.3    --         Articles Supplementary, dated February 17, 1998, Classifying
                  and Designating a Series of Preferred Shares of Beneficial
                  Interest as Junior Participating Cumulative Convertible
                  Redeemable Preferred Shares of Beneficial Interest, Series B,
                  and Fixing Distribution and Other Preferences and Rights of
                  Such Shares (filed as Exhibit 3 to the Company's Registration
                  Statement on Form 8-A filed on February 17, 1998, File No.
                  000-238 13).

3.4    --         Articles Supplementary, dated June 25, 1998, Classifying and
                  Designating a Series of Preferred Shares of Beneficial
                  Interest as Series B Cumulative Redeemable Perpetual Preferred
                  Shares of Beneficial Interest and Fixing Distribution and
                  Other Preferences and Rights of Such Shares (filed as Exhibit
                  3.5 to the Company's Form 10-Q filed August 12, 1998 and
                  incorporated by reference herein).

3.5    --         Bylaws of the Company (filed as Exhibit 3.2 to the Company's
                  Registration Statement on Amendment No. 1 of Form S-11, File
                  No. 333-09863, and incorporated by reference herein).

4.1    --         Form of Common Share Certificate (filed as Exhibit 4.1 to the
                  Company's Registration Statement on Amendment No. 1 of Form S-
                  11, File No. 333-09863, and incorporated by reference herein).

4.2    --         Form of Series A Preferred Share Certificate (filed as Exhibit
                  4.2 to the Company's Registration Statement on Form S-3, File
                  No. 333-65793, and incorporated by reference herein).

4.3    --         Rights Agreement, dated February 6, 1998, between the Company
                  and First Chicago Trust Company of New York, as Rights Agent
                  (filed as Exhibit 4.1 to the Company's Registration Statement
                  on Form 8-A filed on February 17, 1998 and incorporated by
                  reference herein).

4.4    --         Form of Rights Certificate (included as Exhibit A to the
                  Rights Agreement).

*5     --         Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

*23.1  --         Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included
                  in Exhibit 5).

*23.2  --         Consent of PricewaterhouseCoopers LLP.

24     --         Power of Attorney (included on the signature page of this
                  registration statement filed on August 6, 1998, and is
                  incorporated by reference herein).

________________________________________
* Filed herewith.

                                      II-7

<PAGE>

                                                                       Exhibit 5

    [LETTERHEAD OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. APPEARS HERE]



                                 May 26, 1999



Prentiss Properties Trust
3890 West Northwest Highway, Suite 400
Dallas, Texas 75220

    Re:   Prentiss Properties, Trust
          Post-Effective Amendment No. 1 to Registration Statement on Form S-3
          --------------------------------------------------------------------

Ladies and Gentlemen:

    We have acted as counsel to Prentiss Properties Trust, a Maryland real
estate investment trust (the "Company"), in connection with the preparation of
the Post-Effective Amendment No. 1 to the Registration Statement on Form S-3
(the "Registration Statement"), filed by the Company under the Securities Act of
1933, as amended, relating to the issuance of a maximum of 2,500,000 common
shares of beneficial interest, par value $.01 per share, of the Company (the
"Common Shares") and attached rights to purchase Junior Participating Cumulative
Preferred Shares of Beneficial Interest, Series B, par value $.01 per share, of
the Company (the "Rights") pursuant to the Company's Dividend Reinvestment and
Share Purchase Plan (the "Plan") as described in the Registration Statement.

    We have, as counsel, examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, documents
and other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.

    In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. In
addition, we have assumed that the Common Shares will be issued for at least the
par value thereof. As to all questions of fact material to this opinion, we have
relied upon certificates or comparable documents of officers and representatives
of the Company.
<PAGE>

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Prentiss Properties Trust
May 26, 1999
Page 2

        Based upon such examination and review and in reliance upon the
representations described above, and subject to the limitations and
qualifications contained herein, we advise you that, in our opinion:

        1. The Common Shares have been duly and validly authorized by the
Company.
        2. The Common Shares, when issued and delivered in accordance with the
Plan, will be validly issued, fully paid and non-assessable.

        3. The Rights have been duly and validly authorized by the Company.

        4. The Rights to be issued in connection with the Common Shares to be
issued and delivered pursuant to the Plan will, when issued, be validly issued.

        This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated. This opinion is
delivered solely to you and is solely for your benefit, and it may not be
delivered to, or relied upon by, any other person or entity without the prior
written consent of this firm.

        We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement and the
reference to this firm under the caption "Legal Matters" in the Prospectus
contained therein.

                                   Very truly yours,

                                   /s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

                                   AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

<PAGE>

                                                                    EXHIBIT 23.2
                                                                    ------------

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendement
No. 1 to the registration statement on Form S-3D (File No. 333-60785) of our
reports indicated below on our audits of the financial statements indicated
below, all of which reports are incorporated by reference herein.

                                                         Date of Report of
Financial statements                                     Independent Accountants
- --------------------                                     -----------------------

Consolidated and combined financial statements
and financial statement schedule of Prentiss
Properties Trust                                         February 5, 1999

Statement of revenues and certain operating
expenses of the Ordway Property                          August 12, 1998

Combined statement of revenues and certain
operating expenses of the Willow Oaks Properties         September 30, 1998

Statement of revenues and certain operating
expenses of the 7101 Wisconsin Avenue Property           February 5, 1999

Statement of revenues and certain operating
expenses of the Calverton Office Park Properties         February 5, 1999

Statement of revenues and certain operating
expenses of the One O'Hare Centre Property               February 12, 1999

Combined statement of revenues and certain
operating expenses of the Fidinam Office Portfolio       February 12, 1999


We also consent to the reference to our firm under the caption "Experts".


/s/ PRICEWATERHOUSECOOPERS LLP

Dallas, Texas
May 24, 1999




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