PRIME GROUP REALTY TRUST
8-K, 1999-07-29
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): July 14, 1999

                            PRIME GROUP REALTY TRUST
             (Exact name of registrant as specified in its charter)

    Maryland                       1-13589                         36-4173047
(State or other          (Commission File Number)              (I.R.S. Employer
 jurisdiction of                                                 Identification
 incorporation or                                                   Number)
 organization)

77 West Wacker Drive, Suite 3900, Chicago Illinois                  60601
  (Address of principal executive offices)                       (Zip Code)

       Registrant's telephone number, including area code: (312) 917-1300

                                       N/A
          (Former name of former address, if changed since last report)












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<PAGE>
ITEM 5.  OTHER EVENTS

     The  registrant  has  announced  that on July 14, 1999 it has closed on the
sale of nine  industrial  properties  and one office  property.  A press release
dated July 19, 1999 relating to this event is attached to this Report.  The text
of the press release is as follows:

Chicago,  Illinois,  July 19, 1999.  Prime Group Realty  Trust  (NYSE:PGE)  (the
"Company")  announced  today that it has  closed on the sale of nine  industrial
properties and one office property to Manulife Financial for a total sales price
of $89.5 million.  The ten properties  purchased by Manulife  contain a total of
1.5 million  square feet of the  Company's  6.3 million  square foot  industrial
portfolio and the 123,000  square foot office  property  represents  1.5% of the
Company's  8.0  million  square  foot office  portfolio.  The  Company  realized
$24,500,000  of net cash proceeds from the sale,  after the repayment of related
indebtedness, commissions and closing costs.

Commenting on the sale, Richard S. Curto,  President and Chief Executive Officer
said,  "The  disposition  of these assets is consistent  with our value creation
strategy.  The  properties  sold are mature assets,  which are 100% leased.  The
expected 1999 net operating income from these properties is $7.4 million,  which
represents  an 8.3% cap rate on the  $89.5  million  sales  price.  We expect to
redeploy the net proceeds in new assets,  which will yield both greater  current
returns  and a  higher  growth  potential.  The  sale of  these  assets  and the
acquisition of new properties will be completed on a tax-free exchange basis for
federal income tax purposes."

"Our  commitment  to  industrial  real estate  remains  strong," said Jeffrey A.
Patterson,  Executive Vice President and Chief  Investment  Officer.  "After the
sale, we still own 40 industrial  properties  containing 4.9 million square feet
and we will continue to manage and lease the Manulife portfolio. We are actively
seeking new industrial development and acquisition opportunities."

Prime  Group  Realty  Trust  is  a  fully-integrated,   self-administered,   and
self-managed  real estate investment trust (REIT) which owns,  manages,  leases,
develops and  redevelops  office and  industrial  real estate,  primarily in the
Chicago  metropolitan  area.  After this  transaction,  the Company's  portfolio
consists of 26 office  properties,  containing  an  aggregate of 7.9 million net
rentable square feet and 40 industrial properties containing an aggregate of 4.9
million net rentable  square feet.  The portfolio  also  includes  approximately
250.5 acres of developable land and rights to acquire more than 300.4 additional
acres of developable  land,  which  management  believes could be developed into
approximately 12.3 million rentable square feet of office and industrial space.

This  press  release  contains  certain  forward-looking  statements  within the
meaning of the Private  Securities  Litigation  Reform Act of 1995 that  reflect
management's   current  views  with  respect  to  future  events  and  financial
performance. The words "believes",  "expects",  "anticipates",  "estimates", and
similar words or expressions are generally intended to identify  forward-looking
statements.  Actual results may differ materially from those expected because of
various  risks and  uncertainties,  including,  but not limited  to,  changes in
general economic  conditions,  adverse changes in real estate markets as well as
other  risks  and  uncertainties  included  from  time to time in the  Company's
filings with the Securities and Exchange Commission.


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<PAGE>
                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   PRIME GROUP REALTY TRUST
                                   -------------------------------
                                   Registrant


                                        /s/ William M. Karnes
                                        -------------------------------
                                        William M. Karnes
                                        Executive Vice President and
                                        Chief Financial Officer


Date:  July 29, 1999







































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