<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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PRIME GROUP REALTY TRUST
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST,
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
74158J 10 3
(CUSIP Number)
MICHAEL W. RESCHKE
C/O THE PRIME GROUP, INC.
77 WEST WACKER DRIVE
SUITE 4200
CHICAGO, IL 60601
(312) 917-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
WAYNE D. BOBERG, ESQ.
BRIAN T. BLACK, ESQ.
WINSTON & STRAWN
35 WEST WACKER DRIVE
CHICAGO, IL 60601
(312) 558-5600
SEPTEMBER 26, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e); 13d-1(f) or 13d-1(g), check the following
box: / /
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SCHEDULE 13D
----------------------------------
CUSIP No. 74158J 10 3
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michael W. Reschke
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO, BK, PF, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES 7. SOLE VOTING POWER - 418,499
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH ---------------------------------------------
8. SHARED VOTING POWER - 8,322,990
---------------------------------------------
9. SOLE DISPOSITIVE POWER - 418,499
---------------------------------------------
10. SHARED DISPOSITIVE POWER - 8,322,990
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Mr. Reschke individually beneficially owns 418,499 Common Shares of Beneficial
Interest, par value $0.01 per share ("Common Shares"), of Prime Group Realty
Trust (the "Issuer") which number includes 102,388 Common Shares held directly
by Mr. Reschke and options to acquire 316,111 Common Shares. Mr. Reschke may be
deemed to share beneficial ownership of: (i) the 256,572 Common Shares and the
47,525 Common Units of Limited Partner Interests of Prime Group Realty, L.P., a
Delaware limited partnership ("Common Units"), which Common Units are
exchangeable on a one-for-one basis for Common Shares at any time (or, at the
Issuer's election, cash of equivalent value), each directly held by Prime Group
VI, L.P., an Illinois limited partnership ("PG-VI"), by virtue of his ownership
of an approximate 50.75% equity interest in
2
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PGLP, Inc., an Illinois corporation ("PGLPI"), which is the managing general
partner of PG-VI, (ii) the 74,000 Common Shares directly held by Prime Group
Limited Partnership, an Illinois limited partnership ("PGLP"), by virtue of his
capacity as managing general partner of PGLP and (iii) the 7,944,893 Common
Units directly held by Primestone Investment Partners, L.P., a Delaware limited
partnership ("Primestone"), by virtue of his ownership of an approximate 50.75%
equity interest in The Prime Group, Inc., an Illinois corporation ("PGI"), which
is the Administrative Member of PG/Primestone, L.L.C., a Delaware limited
liability company ("PG LLC"), which is the general partner of Primestone.
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Mr. Reschke individually beneficially owns 418,499 Common Shares, which number
includes 102,388 Common Shares held directly by Mr. Reschke and options to
acquire 316,311 Common Shares, which, assuming the exercise of the options,
constitute approximately 2.7% of the outstanding Common Shares. Mr. Reschke may
be deemed to share beneficial ownership of the: (i) 256,572 Common Shares and
47,525 Common Units directly held by PG-VI which, together, assuming exchange of
such Common Units for Common Shares, constitute approximately 1.9% of the
outstanding Common Shares, by virtue of his ownership of an approximate 50.75%
equity interest in PGLPI, which is the general partner of PG-VI, (ii) 74,000
Common Shares directly held by PGLP, which constitute approximately 0.5% of the
outstanding Common Shares, by virtue of his position as managing general partner
of PGLP and (iii) 7,944,893 Common Units directly owned by Primestone which,
assuming exchange of such Common Units for Common Shares, constitute
approximately 33.6% of the outstanding Common Shares, by virtue of his ownership
of an approximate 50.75% equity interest in PGI which is the Administrative
Member of PG LLC, which is the general partner of Primestone.
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14. TYPE OF REPORTING PERSON - IN
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3
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SCHEDULE 13D
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CUSIP No. 74158J 10 3
----------------------------------
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Primestone Investment Partners L.P.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 7,944,893
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH ---------------------------------------------
8. SHARED VOTING POWER - 0
---------------------------------------------
9. SOLE DISPOSITIVE POWER - 7,944,893
---------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,944,893 Common Units of Prime Group Realty, L.P., a Delaware limited
partnership ("Common Units"), which Common Units are exchangeable on a
one-for-one basis for Common Shares of the Issuer, $0.01 par value per
share, at any time (or, at the Issuer's election, cash of equivalent
value).
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
The 7,944,893 Common Units directly held by Primestone Investment
Partners L.P. represent an approximate 33.6% equity interest in the
Issuer assuming exchange of such Common Units for Common Shares.
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
4
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SCHEDULE 13D
----------------------------------
CUSIP No. 74158J 10 3
----------------------------------
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
PG/Primestone, L.L.C.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 0
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH ---------------------------------------------
8. SHARED VOTING POWER - 7,944,893
---------------------------------------------
9. SOLE DISPOSITIVE POWER - 0
---------------------------------------------
10. SHARED DISPOSITIVE POWER - 7,944,893
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
PG/Primestone, L.L.C., the general partner of Primestone Investment
Partners L.P., may be deemed to share beneficial ownership of the
7,944,893 Common Units of Prime Group Realty, L.P., a Delaware limited
partnership ("Common Units"), which Common Units are exchangeable on a
one-for-one basis for Common Shares of the Issuer, $0.01 par value per
share, at any time (or, at the Issuer's election, cash of equivalent
value).
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
PG/Primestone, L.L.C., the general partner of Primestone Investment
Partners, L.P., may be deemed to share beneficial ownership of the
7,944,893 Common Units directly held by Primestone Investment Partners
L.P. which represent an approximate 33.6% equity interest in the
Issuer assuming exchange of such Common Units for Common Shares.
5
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14. TYPE OF REPORTING PERSON - OO
6
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SCHEDULE 13D
----------------------------------
CUSIP No. 74158J 10 3
----------------------------------
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Prime Group, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 0
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH ---------------------------------------------
8. SHARED VOTING POWER - 7,944,893
---------------------------------------------
9. SOLE DISPOSITIVE POWER - 0
---------------------------------------------
10. SHARED DISPOSITIVE POWER - 7,944,893
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
The Prime Group, Inc., the administrative member of PG/Primestone,
L.L.C., the general partner of Primestone Investment Partners L.P.,
may be deemed to share beneficial ownership of the 7,944,893 Common
Units of Prime Group Realty, L.P., a Delaware limited partnership
("Common Units"), which Common Units are exchangeable on a one-for-one
basis for Common Shares of the Issuer, $0.01 par value per share, at
any time (or, at the Issuer's election, cash of equivalent value).
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
The Prime Group, Inc., the administrative member of PG/Primestone,
L.L.C., the general partner of Primestone Investment Partners L.P.,
may be deemed to share beneficial ownership of the 7,944,893 Common
Units directly held by Primestone Investment Partners L.P. which
represent an
7
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approximate 33.6% equity interest in the Issuer assuming exchange of
such Common Units for Common Shares.
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14. TYPE OF REPORTING PERSON - CO
8
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This Amendment No. 1 amends the Statement on Schedule 13D of Michael
W. Reschke, PG/Primestone, L.L.C., Primestone Investment Partners L.P., and The
Prime Group, Inc. with respect to the Common Shares of Beneficial Interest, par
value $0.01 per share, of Prime Group Realty Trust, a Maryland real estate
investment trust.
Item 1. SECURITY AND ISSUER.
This Schedule 13D relates to Common Shares of Beneficial Interest, par
value $0.01 per share ("Common Shares"), of Prime Group Realty Trust, a Maryland
real estate investment trust (the "Issuer"). All references in this Schedule 13D
to the beneficial ownership of Common Shares in connection with any Reporting
Person or any other person assumes exercise of all options and the exchange of
all Common Units (as defined below) held or beneficially owned by such Reporting
Person or other person for Common Shares. The principal executive offices of the
Issuer are located at 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601.
Item 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by each of Michael W. Reschke, an
individual and a citizen of the United States of America ("Reschke"), Primestone
Investment Partners L.P., a Delaware limited partnership ("Primestone"),
PG/Primestone L.L.C., a Delaware limited liability company ("PG LLC"), and The
Prime Group, Inc., an Illinois corporation ("PGI"). The principal business of
Primestone is to hold Common Units of limited partner interest of Prime Group
Realty, L.P., a Delaware limited partnership and the entity through which the
business and operations of the Issuer are conducted. The principal business of
PG LLC is to act as the general partner of Primestone. The principal business of
PGI is the ownership, development and management of, and investment in, directly
or indirectly, real estate.
Reschke owns an approximate 50.75% equity interest in PGI which is the
Administrative Member of PG LLC, which is the general partner of Primestone.
Reschke is the President, Chairman and Chief Executive Officer and a member of
the Board of Directors of PGI and the President and a member of the Board of
Directors of PGLP, Inc., an Illinois corporation ("PGLPI"). Reschke is also the
Chairman of the Board of Trustees of the Issuer, a publicly traded real estate
investment trust engaged in the acquisition, development, finance, construction,
leasing, marketing, renovation and property management of office and industrial
properties, and a member of the Board of Directors of each of Prime Retail,
Inc., a publicly traded real estate investment trust involved in the ownership,
development and management of factory outlet centers, and Horizon Group
Properties, Inc., a publicly traded real estate investment trust involved in the
ownership, development and management of factory outlet centers. The principal
business of PGLPI is the ownership, development and management of, and
investment in, directly or indirectly, real estate.
The business address of Reschke and the address of the principal
business and principal office of Primestone, PG LLC and PGI are: c/o The Prime
Group, Inc., 77 West Wacker Drive, Suite 4200, Chicago, Illinois 60601.
Unless otherwise indicated below, the business address of each person
listed below is:
c/o The Prime Group, Inc.
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77 West Wacker Drive
Suite 4200
Chicago, Illinois 60601
The following table sets forth the name and the principal occupation
or employment of each director and executive officer (except Reschke (see
above)) of PGI:
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<S> <C>
Robert J. Rudnik (A) Executive Vice President/General Counsel
and Secretary of PGI; Vice President and
Secretary of PGLPI; Executive Vice
President, General Counsel and Secretary
of Brookdale Living Communities, Inc.
Gary J. Skoien Executive Vice President of PGI; Vice
President of PGLPI; Chairman of the Board,
President and Chief Executive Officer of
Horizon Group Properties, Inc.
Mark K. Cynkar Senior Vice President/Chief Financial Officer
of PGI; Vice President of PGLPI
Bohdan P. Hirniak Vice President/Land Development Division of
PGI
Warren H. John (A) Vice President of PGI; Vice President and
Assistant Secretary of PGLPI
Robert E. Lemke Vice President/Single Family Housing of PGI
Paul A. Roehri Vice President/Director of Accounting of PGI;
Vice President of PGLPI
Glenn D. Reschke President and Chief Executive Officer of
c/o Prime Retail, Inc. Prime Retail, Inc.
100 E. Pratt Street
Baltimore, MD 21202
Edward J. John (A) Vice Chairman of PGI; Orthodontist
1420 N. Arlington Heights Rd.
Arlington Heights, IL 60004
Phillip E. Waters Vice President of PGI
John R. Terrell Vice President of PGI
Joseph R. Thompson Vice President of PGI
James A. Magnanenzi Vice President of PGI
</TABLE>
----------
(A) Director of PGI
All of the executive officers and directors of PGI are citizens of the
United States of America.
During the last five years, none of Reschke, Primestone, PG LLC, PGI,
nor any of the executive officers or directors of PGI, which is the
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Administrative Member of PG LLC, which is the general partner of Primestone, (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Formation Agreement, dated as of November 17,1997 (the
"Formation Agreement"), among the Issuer, Prime Group Realty, L.P., a Delaware
limited partnership (the "Operating Partnership"), Prime Group Realty Services,
Inc., a Maryland corporation, PGI, Prime Group Limited Partnership, an Illinois
limited partnership ("PGLP"), and Jeffrey A. Patterson, and in connection with
the Company's initial public offering of its Common Shares on November 17, 1997,
PGI, PGLP and certain of their affiliates contributed to the Operating
Partnership (i) their ownership interest in certain property-owning
partnerships, (ii) their right to purchase the subordinate mortgage encumbering
a certain property from third party lenders, (iii) their rights to acquire
certain third parties' ownership interests in certain property-owning
partnerships and (iv) substantially all of the assets and liabilities relating
to their office and industrial development, leasing and management business. In
exchange for this contribution, PGI (and certain of its affiliates) and PGLP
received 3,375,000 and 90,000 Common Units from the Operating Partnership,
respectively. The Formation Agreement is identified as Exhibit 1 hereto and is
incorporated herein by reference. On January 16, 1998, PGLP transferred 37,259
and 5,216 of its Common Units to Warren H. John and Ray R. Grinvalds,
respectively. On December 18, 1998, PGLP contributed its remaining 47,525 Common
Units to PG-VI.
Pursuant to the Contribution Agreement, dated as of October 20, 1997
(the "Contribution Agreement"), among PGI, BRE/Primestone Investments L.L.C., a
Delaware limited liability company ("BRE/PIM")and BRE/Primestone Investment
Management L.L.C., a Delaware limited liability company ("BRE/PIM"), Primestone
was formed. PGI contributed to Primestone the 3,375,000 Common Units it received
from the Operating Partnership pursuant to the Agreement of Limited Partnership
of Primestone, dated as of November 17, 1997, as described above. BRE/PIM and
BRE/PI contributed $45 million to Primestone. Pursuant to a Credit Agreement,
dated as of November 17, 1997 (the "Prudential Credit Agreement"), between
Primestone and Prudential Securities Credit Corporation ("PSCC"), Primestone
borrowed $40.0 million and used such $40.0 million and the $45.0 million
contributed to it by BRE/PIM and BRE/PI to purchase an aggregate of 4,569,893
Common Units from the Operating Partnership. On December 30, 1997, PSCC assigned
all of its rights, obligations and interests in the Prudential Credit Agreement
to P-B Finance Ltd.
Pursuant to the Redemption Agreement and General Release dated
September 26, 2000 by and among Primestone, PGI, BRE/PI and BRE/PIM, Primestone
redeemed all interests of BRE/PI and BRE/PIM in Primestone (the "Blackstone
Redemption"). Primestone entered into a Loan Agreement (the "Vornado Loan
Agreement"), dated as of September 26, 2000, with Vornado PS, L.L.C.
("Vornado")and the other parties thereto, pursuant to which Primestone borrowed
$62,000,000 to fund the Blackstone Redemption. The Vornado Loan
11
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Agreement is identified as Exhibit 50 hereto and is incorporated herein by
reference. In connection with the Blackstone Redemption, the Prudential Credit
Agreement was amended and restated by that certain Amended and Restated Credit
Agreement, dated as of September 26, 2000, between P-B Finance Ltd. ("PBF"),
Primestone and the other parties thereto (the "Amended and Restated Prudential
Credit Agreement"). The Amended and Restated Prudential Credit Agreement is
identified as Exhibit 2 hereto and is incorporated herein by reference.
In addition, in various purchases during the period from May 15,
1998 to December 31, 1998, Reschke acquired an aggregate of 95,000 Common
Shares on the open market at an aggregate price of $1,690,835.05. Reschke
also received from the Issuer a grant of (i) 1,388 Common Shares which vested
on January 15, 1999, (ii) 1,387 Common Shares which vested on January 15,
2000, (iii) 6,634 Common Shares (3,318 of which vested on January 15, 2000
and 3,316 of which will vest on January 15, 2001), (iv) 5,179 Common Shares
(1,254.75 of which are vested and 3,884.25 of which will vest in three equal
annual installments beginning on January 15, 2001), (v) an option to purchase
175,000 Common Shares, at an exercise price of $20.00 per share (116,666.67
of which are vested and 58,333.33 of which will vest on November 17, 2000),
(vi) an option to purchase 48,611 Common Shares at an exercise price of
$14.00 per share, (vii) an option to purchase 35,000 Common Shares at an
exercise price of $14.00 per Common Share (17,500 of which are vested and
17,500 of which will vest in two equal annual installments beginning on
January 15, 2001), (viii) an option to purchase 62,500 Common Shares at an
exercise price of $13.188 per Common Share, and (ix) an option to purchase
50,000 Common Shares at an exercise price of $13.188 per Common Share (12,500
of which are vested and 37,500 of which will vest in three equal annual
installments beginning on January 15, 2001), in each case pursuant to the
Issuer's Share Incentive Plan.
PG-VI acquired 47,525 Common Units from PGLP as described above. On
February 8, 1999, PG-VI acquired 256,572 Common Units from H Group, LLC for
an aggregate price of $3,848,580 with funds obtained from the sale of other
securities it had held. On July 11, 2000 the 256,572 Common Units were
exchanged for Common Shares. Finally, in various purchases in December 1998,
PGLP acquired 74,000 Common Shares for an aggregate price of $1,065,775 using
funds available in its margin account with its broker. The customer agreement
between PGLP and the clearing agent for its broker, dated as of December 21,
1994, pursuant to which these 74,000 Common Shares were acquired, (the
"Margin Account Agreement") is identified as Exhibit 52 hereto and is
incorporated herein by reference.
Item 4. PURPOSE OF TRANSACTION.
Primestone acquired the Common Units for investment purposes and to
facilitate the formation of the Issuer. Reschke acquired his Common Shares for
investment purposes. PGI acquired the Common Units it contributed to Primestone
for investment purposes and to facilitate the formation of the Issuer. PG LLC
has not directly acquired any securities of the Issuer or the Operating
Partnership.
Reschke and PGI may acquire, directly or indirectly, additional
securities of the Issuer on the open market from time to time for investment
purposes. Except as stated in the previous sentence, neither Reschke,
Primestone, PG LLC nor PGI has any current plans or proposals which relate to
or would result in the types of transactions set forth in clauses (a) through
(j) of Item 4 of Schedule 13D.
12
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Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Reschke directly beneficially owns 418,499 Common Shares,
which number includes 102,388 Common Shares and options to acquire 316,311
Common Shares which, assuming the exercise of the options, constitute
approximately 2.7% of the outstanding Common Shares. By virtue of (i) his
ownership of an approximate 50.75% equity interest in PGLPI (the managing
general partner of PG-VI), (ii) his capacity as managing general partner of
PGLP and (iii) his ownership of an approximate 50.75% equity interest in PGI
which is the Administrative Member of PG LLC, which is the general partner of
Primestone, Reschke may be deemed to share beneficial ownership of the
256,572 Common Shares and the 47,525 Common Units directly held by PG-VI, the
74,000 Common Shares directly held by PGLP and the 7,944,893 Common Units
directly held by Primestone which, assuming exchange of such Common Units for
Common Shares and including PGLP's 74,000 Common Shares, would constitute
approximately 34.8% of the total outstanding Common Shares.
Primestone directly holds 7,944,893 Common Units which, assuming
exchange of such Common Units for Common Shares, would constitute approximately
33.6% of the total outstanding Common Shares.
Neither PG LLC nor PGI directly holds any Common Shares. By virtue of
its position as the general partner of Primestone, PG LLC may be deemed to share
beneficial ownership of the 7,944,893 Common Units directly held by Primestone
which, assuming exchange of such Common Units for Common Shares, would
constitute approximately 33.6% of the total outstanding Common Shares as of the
date hereof. By virtue of its position as the Administrative Member of PG LLC,
PGI may be deemed to have the shared power to vote or to direct the vote and to
dispose or direct the disposition of, and thereby beneficially own, the
7,944,893 Common Shares (or 33.6% of the outstanding Common Shares as of the
date hereof) that PG LLC may be deemed to beneficially own.
(b) Reschke has the sole power to direct the vote and disposition of
418,499 Common Shares directly beneficially owned by Reschke, assuming exercise
of his options. Primestone has the sole power to direct the vote and disposition
of the 7,944,893 Common Units directly held by Primestone. Neither PG LLC nor
PGI has the sole power to direct the vote and disposition of any Common Shares
or Common Units.
By virtue of his (i) ownership of an approximate 50.75% equity
interest in PGLPI (the managing general partner of PG-VI), (ii) capacity as
managing general partner of PGLP and (iii) ownership of an approximate 50.75%
equity interest in PGI which is the Administrative Member of PG LLC, which is
the general partner of Primestone, Reschke may be deemed to share the power to
direct the vote and disposition of the 304,097 Common Shares beneficially owned
by PG-VI (assuming exchange of PG-VI's Common Units for Common Shares), the
74,000 Common Shares directly held by PGLP and the 7,944,893 Common Shares
beneficially owned by Primestone (assuming the exchange of Primestone's Common
Units for Common Shares).
By virtue of its position as general partner of Primestone, PG LLC may
be deemed to share the power to vote or to direct the vote and dispose or direct
the disposition of the 7,944,893 Common Shares beneficially owned by Primestone
(assuming exchange of Primestone's Common Units for Common Shares.)
By virtue of its position as Administrative Member of PG LLC, PGI may
be deemed to share the power to vote or direct the vote and dispose or
13
<PAGE>
direct the disposition of the 7,944,893 Common Shares that PG LLC may be deemed
to beneficially own.
(c) Neither Reschke, Primestone, PG LLC, PGI, nor, to the best of
their knowledge, any of the executive officers or directors of PGI, has effected
any transaction in securities of the Company during the past 60 days.
(d) Other than (i) LaSalle Bank National Association, a national
banking association ("LaSalle"), pursuant to the terms and conditions of a
Pledge Agreement, dated as of August 22, 2000 (as amended, the "LaSalle
Pledge Agreement"), by and between PG-VI and LaSalle, pursuant to which PG-VI
has pledged to LaSalle its 256,572 Common Shares and its 47,525 Common Units,
(ii) P-B Finance Ltd. ("PBF"), pursuant to the terms and conditions of an
Amended and Restated Pledge and Security Agreement, dated as of September 26,
2000 (the "PBF Security Agreement"), between PBF and Primestone, pursuant to
which Primestone has pledged to PBF all of its 7,944,893 Common Units, (iii)
Vornado PS, L.L.C. ("Vornado"), pursuant to the terms and conditions of a
Pledge and Security Agreement, dated as of September 26, 2000 (the "Vornado
Security Agreement"), between Vornado and Primestone, pursuant to which
Primestone has pledged to Vornado all of its 7,944,893 Common Units, subject
to the rights of PBF therein, and (iv) the clearing agent for PGLP's broker
pursuant to the terms and conditions of the Margin Account Agreement,
pursuant to which the clearing agent has a security interest in PGLP's 74,000
Common Shares, no person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
securities of the Issuer (or securities exchangeable for securities of the
Issuer) held by Reschke, PGI, PG LLC or Primestone, except for Reschke, PGI,
PG LLC or Primestone.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the terms and conditions of the Registration Rights
Agreement, dated as of November 17, 1997 (the "Registration Rights Agreement"),
by and among the Company, Edward S. Hadesman Trust dated May 22, 1992,
Grandville/Northwestern Management Corporation, an Illinois corporation, Carolyn
B. Hadesman Trust dated May 21, 1992, Lisa Hadesman 1991 Trust, Cynthia Hadesman
1991 Trust, Tucker B. Magid, Frances S. Shubert, Grandville Road Property, Inc.,
an Illinois corporation, Sky Harbor Associates, an Illinois limited partnership,
Primestone, PGLP and Jeffrey Patterson (collectively, the "Investors"), the
Company granted demand and incidental registration rights to the Investors for
the registration under the Securities Act of 1933, as amended, of Common Shares
issuable upon exchange of the Common Units owned by the Investors. Accordingly,
the resale of such Common Shares has been registered by the Company pursuant to
an effective Registration Statement (Registration No. 333-64973).
On January 16, 1998, PGLP transferred 37,259 and 5,216 of its Common
Units to Warren H. John and Ray R. Grinvalds, respectively. Pursuant to the
Assignment and Assumption Agreement, dated as of December 18, 1998 (the
"Assignment and Assumption Agreement"), between PGLP and PG-VI, PGLP assigned
its remaining 47,525 Common Units to PG-VI. Pursuant to the Registration Rights
Agreement, dated as of December 15, 1997, between the Issuer, Prime Group
Realty, L.P. and H Group L.L.C., the Issuer granted to H Group L.L.C. certain
demand registration rights. Pursuant to the Assignment Agreement, dated as of
February 8, 1999 (the "Assignment Agreement"), between PG-VI and H Group L.L.C.,
a Delaware limited liability company, PG-VI
14
<PAGE>
purchased 256,572 Common Units, with their corresponding registration rights,
from H Group L.L.C. for an aggregate purchase price of $3,848,580. The 256,572
Common Units were exchanged for Common Shares on July 11, 2000. In connection
with the Loan Agreement, dated as of August 22, 2000 (the "LaSalle Loan
Agreement"), between PG-VI and LaSalle, PG-VI pledged its 256,572 Common Shares
and its 47,525 Common Units to LaSalle, pursuant to the terms of the Pledge
Agreement, dated as of August 22, 2000 (as amended, the "LaSalle Pledge
Agreement"), between PG-VI and LaSalle, in order to secure its obligations under
the LaSalle Loan Agreement.
The Amended and Restated Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of November 17, 1997 (as amended, the "Partnership
Agreement"), among the Issuer, the Nardi Group, L.L.C., a Delaware limited
liability company, and the Limited Partners, as defined therein, sets forth the
exchange rights applicable to the Common Units issued in connection with the
formation and initial public offering of the Issuer and contains certain
customary restrictions on transfer applicable to holders of the Common Units.
The Amended and Restated Agreement of Limited Partnership of
Primestone Investment Partners L.P., dated as of September 26, 2000 (the
"Primestone Agreement"), between PG/Primestone, L.L.C., a Delaware limited
liability company, and The Prime Group, Inc., an Illinois corporation ("PGI"),
sets forth the ability of PG/Primestone, L.L.C., as the general partner of
Primestone, to control the Common Units directly owned by Primestone. Mr.
Reschke has the ability to control PG/Primestone, L.L.C. by virtue of his
controlling interest in PGI, the Administrative Member of PG/Primestone, L.L.C.
Primestone entered into the Vornado Loan Agreement, dated as of
September 26, 2000, with Vornado and the other parties thereto, pursuant to
which Primestone borrowed $62,000,000 to fund the Blackstone Redemption. In
connection with the Blackstone Redemption, the Prudential Credit Agreement
was amended and restated by the Amended and Restated Prudential Credit
Agreement, dated as of September 26, 2000, between PBF, Primestone and the
other parties thereto.
Pursuant to the PBF Security Agreement, Primestone pledged its
Common Units to PBF in order to secure its obligations under the Amended and
Restated Prudential Credit Agreement. Pursuant to the Vornado Security
Agreement, Primestone pledged its Common Units to Vornado, subject to the
rights of PBF therein, in order to secure its obligations under the Vornado
Loan Agreement. Pursuant to the Margin Account Agreement, the clearing agent
for PGRT's broker has a security interest in PGRT's 74,000 Common Shares
which were acquired pursuant to the Margin Account Agreement.
Each of the Formation Agreement, the Registration Rights Agreement,
the Assignment and Assumption Agreement, the Partnership Agreement, as
amended, and a Joint Filing Statement are identified as Exhibits 1, 3, 5,
7-46, and 49 respectively, and incorporated herein by reference. The Amended
and Restated Prudential Credit Agreement, the LaSalle Loan Agreement, the
LaSalle Pledge Agreement, the Primestone Agreement , the PBF Security
Agreement, the Vornado Loan Agreement, the Vornado Security Agreement, and
the Margin Account Agreement are attached hereto as Exhibits 2, 4, 6, 47, 48,
50, 51, and 52, respectively, and incorporated herein by reference.
15
<PAGE>
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
Exhibit 1 Formation Agreement, dated as of November 17,
1997, among the Issuer, Prime Group Realty,
L.P., a Delaware limited partnership, Prime
Group Realty Services, Inc., a Maryland
corporation, PGI, PGLP, and Jeffrey A.
Patterson, as filed as an exhibit to the
Company's Annual Report on Form 10-K (No.
1-13589) for the year ended December 31, 1997
and incorporated by reference herein
Exhibit 2 Amended and Restated Credit Agreement, dated
as of September 26, 2000, between Primestone,
P-B Finance Ltd. and the other parties
thereto
Exhibit 3 Registration Rights Agreement, dated as of
November 17, 1997, among the Issuer, Edward
S. Hadesman Trust Dated May 22, 1992,
Grandville/Northwestern Management
Corporation, an Illinois corporation, Carolyn
B. Hadesman Trust Dated May 22, 1992, Lisa
Hadesman 1991 Trust, Cynthia Hadesman 1991
Trust, Tucker B. Magid, Frances S. Shubert,
Grandville Road Property, Inc., an Illinois
corporation, Sky Harbor Associates, an
Illinois limited partnership, Primestone,
PGLP and Jeffrey A. Patterson, as filed as an
exhibit to the Company's Annual Report on
Form 10-K (No. 1-13589) for the year ended
December 31, 1997 and incorporated herein by
reference
Exhibit 4 Loan Agreement, dated as of August 22, 2000,
between LaSalle Bank National Association and
Prime Group VI, L.P.
Exhibit 5 Assignment and Assumption Agreement, dated as
of December 18, 1998, between Prime Group
Limited Partnership and Prime Group VI, L.P.,
as filed as an exhibit to the Schedule 13D
filed on March 8, 2000 by Michael W. Reschke,
PG/Primestone, L.L.C., Primestone Investment
Partners L.P., and The Prime Group, Inc.
Exhibit 6 Pledge Agreement, dated as of August 22,
2000, between LaSalle Bank National
Association and Prime Group VI, L.P.
Exhibit 7 Amended and Restated Agreement of Limited
Partnership of Prime Group Realty, L.P.,
dated as of November 17, 1997, between the
Issuer, the Nardi Group, L.L.C., a Delaware
limited liability company, and the Limited
Partners (as defined therein), as filed as an
exhibit to the Issuer's Annual Report on Form
10-K (No. 1-13589) for the year ended
December 31, 1997 and incorporated herein by
reference
Exhibit 8 Amendment No. 1 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of December 15,
1998, as filed as an exhibit
16
<PAGE>
to Amendment No. 1 to the Issuer's
Registration Statement on Form S-11 (No.
333-51599) and incorporated herein by
reference
Exhibit 9 Amendment No. 2 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of December 15,
1998, as filed as an exhibit to Amendment No.
1 to the Issuer's Registration Statement on
Form S-11 (No. 333-51599) and incorporated
herein by reference
Exhibit 10 Amendment No. 3 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of January 15,
1998, as filed as an exhibit to Amendment No.
1 to the Issuer's Registration Statement on
Form S-11 (No. 333-51599) and incorporated
herein by reference
Exhibit 11 Amendment No. 4 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of February 13,
1998, as filed as an exhibit to Amendment No.
1 to the Issuer's Registration Statement on
Form S-11 (No. 333-51599) and incorporated
herein by reference
Exhibit 12 Amendment No. 5 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of March 13,
1998, as filed as an exhibit to Amendment No.
1 to the Issuer's Registration Statement on
Form S-11 (No. 333-51599) and incorporated
herein by reference
Exhibit 13 Amendment No. 6 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of March 25,
1998, as filed as an exhibit to Amendment No.
1 to the Issuer's Registration Statement on
Form S-11 (No. 333-51599) and incorporated
herein by reference
Exhibit 14 Amendment No. 7 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of April 15,
1998, as filed as an exhibit to Amendment No.
1 to the Issuer's Registration Statement on
Form S-11 (No. 333-51599) and incorporated
herein by reference
Exhibit 15 Amendment No. 8 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of May 15, 1998,
as filed as an exhibit to Amendment No. 2 to
the Issuer's Registration Statement on Form
S-11 (No. 333-51599) and incorporated herein
by reference
Exhibit 16 Amendment No. 9 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of June 5, 1998,
as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
17
<PAGE>
for the quarterly period ended June 30, 1998
and incorporated herein by reference
Exhibit 17 Amendment No. 10 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of June 15,
1998, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended June 30, 1998
and incorporated herein by reference
Exhibit 18 Amendment No. 11 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of July 15,
1998, as filed as an exhibit to
Post-Effective Amendment No. 1 to the
Issuer's Registration Statement on Form S-11
(No. 333-51935) and incorporated herein by
reference
Exhibit 19 Amendment No. 12 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of August 14,
1998, as filed as an exhibit to
Post-Effective Amendment No. 1 to the
Issuer's Registration Statement on Form S-11
(No. 333-51935) and incorporated herein by
reference
Exhibit 20 Amendment No. 13 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of September 15,
1998, as filed as an exhibit to Amendment No.
1 to Post-Effective Amendment No. 1 to the
Issuer's Registration Statement on Form S-11
(No. 333-51935) and incorporated herein by
reference
Exhibit 21 Amendment No. 14 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of October 15,
1998, as filed as an exhibit to Amendment No.
2 to the Issuer's Registration Statement on
Form S-3 (No. 333-64973) and incorporated
herein by reference
Exhibit 22 Amendment No. 15 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of November 16,
1998, as filed as an exhibit to Amendment No.
1 to the Issuer's Registration Statement on
Form S-3 (No. 333-64973) and incorporated
herein by reference
Exhibit 23 Amendment No. 16 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of December 15,
1998, as filed as an exhibit to
Post-Effective Amendment No. 3 to the
Issuer's Registration Statement on Form S-3
(Registration No. 333-51935) and incorporated
herein by reference
Exhibit 24 Amendment No. 17 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of January 15,
1999, as filed
18
<PAGE>
as an exhibit to the Issuer's Quarterly
Report on Form 10-Q (No. 1-13589) for the
quarterly period ended March 31, 1999, and
incorporated herein by reference
Exhibit 25 Amendment No. 18 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of February 15,
1999, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended March 31, 1999
and incorporated herein by reference
Exhibit 26 Amendment No. 19 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of March 15,
1999, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended March 31, 1999
and incorporated herein by reference
Exhibit 27 Amendment No. 21 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of April 15,
1999, as filed as an exhibit to Amendment No.
1 to the Issuer's Registration Statement on
Form S-3 (No. 333-70369) and incorporated
herein by reference
Exhibit 28 Amendment No. 22 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of April 22,
1999, as filed as an exhibit to Amendment No.
1 to the Issuer's Registration Statement on
Form S-3 (No. 333-70369) and incorporated
herein by reference
Exhibit 29 Amendment No. 23 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of May 15, 1999,
as filed as an exhibit to Amendment No. 1 to
the Issuer's Registration Statement on Form
S-3 (No. 333-70369) and incorporated herein
by reference
Exhibit 30 Amendment No. 24 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of June 15,
1999, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended June 30, 1999
and incorporated herein by reference
Exhibit 31 Amendment No. 25 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of July 14,
1999, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended September 30,
1999 and incorporated herein by reference
19
<PAGE>
Exhibit 32 Amendment No. 26 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of July 15,
1999, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended September 30,
1999 and incorporated herein by reference
Exhibit 33 Amendment No. 27 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of August 16,
1999, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended September 30,
1999 and incorporated herein by reference
Exhibit 34 Amendment No. 28 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of September 15,
1999, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended September 30,
1999 and incorporated herein by reference
Exhibit 35 Amendment No. 29 to the Amended and Restated
Agreement of Limited Partnership, of Prime
Group Realty, L.P., dated as of October 15,
1999, as filed as an exhibit to the Issuer's
Annual Report on Form 10-K (No. 1-13589) for
the year ended December 31, 1999 and
incorporated herein by reference.
Exhibit 36 Amendment No. 30 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of November 15,
1999, as filed as an exhibit to the Issuer's
Annual Report on Form 10-K (No. 1-13589) for
the year ended December 31, 1999 and
incorporated herein by reference.
Exhibit 37 Amendment No. 31 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of December 15,
1999, as filed as an exhibit to the Issuer's
Annual Report on Form 10-K (No. 1-13589) for
the year ended December 31, 1999 and
incorporated herein by reference.
Exhibit 38 Amendment No. 32 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of December 30,
1999, as filed as an exhibit to the Issuer's
Annual Report on Form 10-K (No. 1-13589) for
the year ended December 31, 1999 and
incorporated herein by reference.
Exhibit 39 Amendment No. 33 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of January 15,
2000, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period
20
<PAGE>
ended March 31, 2000 and incorporated herein
by reference.
Exhibit 40 Amendment No. 34 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P., dated as of February 15,
2000, as filed an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended March 31, 2000
and incorporated herein by reference.
Exhibit 41 Amendment No. 35 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P. dated as of March 15,
2000, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended March 31, 2000
and incorporated herein by reference.
Exhibit 42 Amendment No. 36 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P. dated as of March 15,
2000, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended March 31, 2000
and incorporated herein by reference.
Exhibit 43 Amendment No. 37 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P. dated as of March 24,
2000, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended March 31, 2000
and incorporated herein by reference.
Exhibit 44 Amendment No. 38 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P. dated as of April 17,
2000, as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended June 30, 2000
and incorporated herein by reference.
Exhibit 45 Amendment No. 39 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P. dated as of May 15, 2000,
as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No. 1-13589)
for the quarterly period ended June 30, 2000
and incorporated herein by reference.
Exhibit 46 Amendment No. 40 to the Amended and Restated
Agreement of Limited Partnership of Prime
Group Realty, L.P. dated as of June 15, 2000,
as filed as an exhibit to the Issuer's
Quarterly Report on Form 10-Q (No.1-13589)
for the quarterly period ended June 30, 2000
and incorporated herein by reference.
Exhibit 47 Amended and Restated Agreement of Limited
Partnership of Primestone Investment Partners
L.P., dated as of September 26, 2000, between
PG/Primestone, L.L.C., a Delaware limited
liability company and The Prime Group, Inc.,
and Illinois corporation
21
<PAGE>
Exhibit 48 Amended and Restated Pledge and Security
Agreement, dated as of November 17, 1997,
between Primestone Investment Partners L.P.
and P-B Finance Ltd.
Exhibit 49 Joint Filing Statement, dated March 8, 2000,
by each of Michael W. Reschke, The Prime
Group, Inc., PG/Primestone, L.L.C. and
Primestone Investment Partners, L.P., as
filed as an exhibit to the Schedule 13D filed
on March 8, 2000 by Michael W. Reschke,
PG/Primestone, L.L.C., Primestone Investment
Partners L.P., and The Prime Group, Inc.
Exhibit 50 Loan Agreement, dated as of September 26,
2000, between Vornado PS, L.L.C., Primestone
Investment Partners L.P. and the other
parties thereto
Exhibit 51 Pledge and Security Agreement, dated as of
September 26, 2000, between Vornado PS,
L.L.C. and Primestone Investment Partners
L.P.
Exhibit 52 Customer Agreement, dated as of December
21, 1994, between Prime Group Limited
Partnership and Bear, Stearns Securities
Corp.
Information with respect to each of the
Reporting Persons is given solely by such
Reporting Person, and no Reporting Person has
responsibility for the accuracy or
completeness of the information supplied by
another Reporting Person. Any disclosures
made hereunder with respect to persons other
than the Reporting Persons are made on
information and belief after making
appropriate inquiry. Pursuant to Rule 13d-4
under the Exchange Act of 1934, as amended
(the "Exchange Act"), each of the Reporting
Persons declares that the filing of this
statement shall not be construed as an
admission that such Reporting Person is, for
the purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of any of
the securities covered by this statement.
</TABLE>
22
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
/s/ Michael W. Reschke
----------------------------------------
Michael W. Reschke
Dated: October 23, 2000
23
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
PRIMESTONE INVESTMENT PARTNERS L.P.
By: PG/Primestone, L.L.C.,
its general partner
By: The Prime Group, Inc.,
its Administrative Member
By: /s/ Michael W. Reschke
----------------------------------------
Name: Michael W. Reschke
Title: President
Dated: October 23, 2000
24
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
PG/PRIMESTONE, L.L.C.
By: The Prime Group, Inc.,
its Administrative Member
By: /s/ Michael W. Reschke
------------------------------
Name: Michael W. Reschke
Title: President
Dated: October 23, 2000
25
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
THE PRIME GROUP, INC.
By: /s/ Michael W. Reschke
------------------------------
Name: Michael W. Reschke
Title: President
Dated: October 23, 2000
26
