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): March 31, 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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ITEM 5. OTHER EVENTS
The registrant has announced adjusted GAAP earnings for the four quarters ended
December 31, 1998. A press release dated March 31, 1999 relating to this is
attached to this Report. This Current Report on Form 8-K is being filed in
accordance with Rule 135c (d) of the Securities Act of 1933, as amended. The
text of the press release is as follows:
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<PAGE>
COMPANY Richard S. Curto William M. Karnes
CONTACTS: President and Executive Vice President
Chief Executive Officer Chief Financial Officer
312/917-1300 312/917-1300
FOR IMMEDIATE RELEASE
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PRIME GROUP REALTY TRUST REPORTS A POSITIVE ADJUSTMENT TO
1998 GAAP EARNINGS
Chicago, March 31, 1999 -- Prime Group Realty Trust (NYSE:PGE) today announced a
positive adjustment to GAAP earnings for the four quarters ended December 31,
1998. This adjustment had no impact on previously reported Funds from
Operations, income before minority interests or distributions to either common
shares or minority interests. The revised earnings result from a reallocation of
the income between the Company's shareholders and minority interests. The effect
of the reallocation is to increase the net income available to common
shareholders for the various periods shown in the table below. The revisions to
1998 GAAP earnings will be reflected in the Company's Form 10-K for the year
ended December 31, 1998, and the Company intends to promptly file amendments to
its 1998 Form 10-Qs to reflect the effects of this positive adjustment.
<TABLE>
<CAPTION>
Year ended December 31, 1998
---------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- --------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Previously reported income
before minority interests
and extraordinary items (no change) $ 5,191 $ 7,215 $ 9,689 $ 8,771 $ 30,866
======= ======= ======= ======= ========
Previously reported income
allocated to minority interests $ 2,271 $ 2,896 $ 3,902 $ 3,560 $ 12,629
======= ======= ======= ======= ========
Revised income
allocated to minority interests $ 1,965 $ 2,352 $ 2,704 $ 2,347 $ 9,368
======= ======= ======= ======= ========
Previously reported net income $ 2,920 $ 3,794 $ 5,787 $ 4,483 $ 16,984
======= ======= ======= ======= ========
Revised net income $ 3,226 $ 4,338 $ 6,985 $ 5,696 $ 20,245
======= ======= ======= ======= ========
Previously reported net income $ 2,220 $ 2,453 $ 2,837 $ 1,503 $ 9,013
applicable to common shares ======= ======= ======= ======= ========
Revised net income
applicable to common shares $ 2,526 $ 2,997 $ 4,035 $ 2,716 $ 12,274
======= ======= ======= ======= ========
Previously reported net
income per diluted common share $ 0.17 $ 0.16 $ 0.18 $ 0.10 $ 0.61
======= ======= ======= ======= ========
Revised net income per
diluted common share $ 0.19 $ 0.19 $ 0.26 $ 0.18 $ 0.83
======= ======= ======= ======= ========
</TABLE>
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<PAGE>
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. Including properties purchased since the end of 1998,
the Company's portfolio consists of 27 office properties, containing an
aggregate of 8.2 million net rentable square feet and 48 industrial properties
containing an aggregate of 6.1 million net rentable square feet. The portfolio
also includes 225.0 acres of developable land and rights to acquire more than
325.8 additional acres of developable land which management believes could be
developed with approximately 12.3 million rentable square feet of additional
office and industrial space.
This press release contains certain forward-looking statements. The words
"believes", "expects", "anticipates", "estimates" and similar words or
expressions are generally intended to identify forward-looking statements. These
statements involve risks and uncertainties and actual results may vary. For
further information, reference should be made to Prime Group Realty Trust'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: March 31, 1999
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