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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
PRIME GROUP REALTY TRUST
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(Exact name of registrant as specified in its charter)
Maryland 36-4173047
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-51599
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Series B Cumulative New York Stock Exchange
Redeemable Preferred
Shares of Beneficial
Interest, par value $0.01
per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information included under the caption "Description of Shares
of Beneficial Interest" in the Preliminary Prospectus contained in Amendment No.
2 to Registration Statement on Form S-11 (Registration No. 333-51599) (the
"Registration Statement") of Prime Group Realty Trust, a Maryland real estate
investment trust (the "Company"), filed with the Securities and Exchange
Commission (the "Commission") on May 20, 1998 relating to the description of the
Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par
value $0.01 per share ("Preferred Shares"), of the Company is incorporated by
reference herein.
ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION
1.1 Form of certificate representing Preferred Shares of the Company
(to be filed as Exhibit 4.1 to Amendment No. 3 to the
Registration Statement of the Company to be filed with the
Commission and to be incorporated by reference herein)
1.2 Form of certificate representing Common Shares of Beneficial
Interest, par value $0.01 per share, of the Company (filed as
Exhibit 4.1 to Amendment No. 3 to Registration Statement on Form
S-11 (Registration No. 333-33547) of the Company filed with the
Commission on November 5, 1997 and incorporated by reference
herein)
2.1 Articles of Amendment and Restatement of Declaration of Trust of
the Company (filed as Exhibit 3.1 to the 1997 Annual Report on
Form 10-K of the Company filed with the Commission on March 31,
1998 and incorporated by reference herein)
2.2 Form of Articles Supplementary to the Articles of Amendment and
Restatement of Declaration of Trust of the Company (to be filed
as Exhibit 3.2 to Amendment No. 3 to the Registration Statement
of the Company to be filed with the Commission and to be
incorporated by reference herein)
2.3 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2
to the 1997 Annual Report on Form 10-K of the Company filed with
the Commission on March 31, 1998 and incorporated by reference
herein)
3.1 Pages 150 through 168 of the Preliminary Prospectus contained in
Amendment No. 2 to the Registration Statement of the Company
under the heading "Description of Shares of Beneficial Interest"
are incorporated by reference herein
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PRIME GROUP REALTY TRUST
By: /s/ William M. Karnes
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William M. Karnes
Executive Vice President and
Chief Financial Officer
Dated: May 28, 1998
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