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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): MAY 19, 2000
PRIME GROUP REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 1-13589 36-4173047
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 917-1300.
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
(a) May 19, 2000. Press Release: On May 19, 2000, Prime Group Realty Trust
issued the Press Release attached hereto as Exhibit 99.1. Such Press Release is
incorporated herein by reference.
(b) Exhibits:
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Exhibit
No. Description
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<S> <C>
99.1 Press Release of Prime Group Realty Trust dated
May 19, 2000.
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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 hereunto duly authorized.
PRIME GROUP REALTY TRUST
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Registrant
Dated: May 26, 2000 By: /s/ William M. Karnes
William M. Karnes
Executive Vice President and
Chief Financial Officer
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EXHIBIT 99.1
PRIME GROUP REALTY TRUST [LOGO]
77 WEST WACKER DRIVE
SUITE 3900
CHICAGO, ILLINOIS 60601
NYSE: PGE
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AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
<S> <C> <C> <C>
Richard S. Curto William M. Karnes Todd Tarbox Georganne Palffy
President Executive Vice President General Inquiries Investor Inquiries
Chief Executive Officer Chief Financial Officer 312/266-7800 312/266-7800
312/917-1300 312/917-1300
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FOR IMMEDIATE RELEASE
FRIDAY, MAY 19, 2000
PRIME GROUP REALTY TRUST ANNOUNCES
RESULTS OF ANNUAL MEETING
CHICAGO, IL., MAY 19, 2000 -- PRIME GROUP REALTY TRUST (NYSE: PGE; THE
"COMPANY") announced the results of its Annual Meeting of Shareholders held on
Wednesday, May 17, 2000.
The following proposals submitted at the meeting were approved by the
Shareholders:
1. The Second Amendment to the Prime Group Realty Trust 1997 Share
Incentive Plan which provides for an increase in the number of
Common Shares issuable under the Plan from 2,540,000 to
2,860,774;
2 The reservation and subsequent issuance of up to 927,100 Common
Shares (subject to increase to give effect to certain
anti-dilution provisions) of the Company to be issued upon
exchange of the same number of Common Units of Limited Partner
Interest in Prime Group Realty, L.P., the limited partnership
through which the Company conducts it's business; and
3. The ratification of the appointment of Ernst & Young LLP as
independent auditors of the Company for the fiscal year ending
December 31, 2000.
In addition, two members of the Company's Board of Trustees, Stephen J.
Nardi and Governor James R. Thompson, were reelected to new three year terms.
Thomas J. Saylak had been nominated for reelection, but he resigned from the
Board on May 16, 2000 and withdrew from the election. Accordingly, Mr. Saylak's
position on the Board will remain vacant until the Board elects a successor.
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. The Company's portfolio consists of 29 office
properties, containing an aggregate of 10.9 million net rentable square feet and
44 industrial properties
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PRIME GROUP REALTY TRUST
ADD 1
containing an aggregate of 5.3 million net rentable square feet. The portfolio
also includes approximately 230.5 acres of developable land and rights to
acquire more than 165.4 additional acres of developable land which management
believes could be developed with approximately 9.1 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.
