SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Prime Group Realty Trust
___________________________________________
(Name of Issuer)
Common Stock
___________________________________________
(Title of Class and Securities)
74158J103
___________________________________________
(CUSIP Number of Class of Securities)
O. Mason Hawkins
Chairman of the Board and C.E.O.
and
Charles D. Reaves
Vice President & General Counsel
Southeastern Asset Management, Inc.
6410 Poplar Avenue; Suite 900
Memphis, TN 38119
(901) 761-2474
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 24, 1999
___________________________________________
(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 Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: [X]
CUSIP No. 74158J103 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: Funds of investment advisory clients
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
___________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED VOTING POWER
: 2,810,700 shares
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: 2,810,700 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,810,700 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES X See Item 5
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.6%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA
___________________________________________________________________
CUSIP No. 74158J103 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners Realty Fund I.D. No. 62-1616883
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: Assets of Longleaf Partners Realty Fund
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
___________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED VOTING POWER
: 2,810,700 shares
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: 2,810,700 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,810,700 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.6%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
___________________________________________________________________
CUSIP No. 74158J103 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: None
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
___________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED VOTING POWER
: None
________________________________
:(9) SOLE DISPOSITIVE POWER
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: None
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 2 )
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
___________________________________________________________________
Item 1. Security and Issuer
The class of equity security to which this statement on Schedule 13D
relates is the common stock (the "Securities") of Prime Group Realty Trust, a
Maryland corporation (the "Issuer"). The Issuer has its principal executive
offices located at 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601.
Item 2. Identity and Background
Subparagraphs (a), (b), and (c). This statement is being filed by
Southeastern Asset Management, Inc. ("Southeastern"), an investment advisor
registered with the Securities & Exchange Commission under the Investment
Advisers Act of 1940, as amended. The address of its principal office is 6410
Poplar Avenue, Suite 900, Memphis, Tennessee 38119. Southeastern serves as an
investment advisor to various individual clients, institutions(including
qualified retirement plans), endowment funds and to Longleaf Partners Funds
Trust ("Longleaf"), a registered investment company organized as a
Massachusetts business trust and having four series or portfolios. One of those
series, Longleaf Partners Realty Fund, owns more than 5% of the Securities and
is an additional filer of this Schedule 13D. The business address of Longleaf
Partners Realty Fund is care of Southeastern Asset Management, Inc., 6410
Poplar Avenue, Suite 900, Memphis, Tennessee 38119.
The Securities of the Issuer reported in Item 5 herein were acquired
on behalf of and for the benefit of Longleaf Partners Realty Fund, a series of
Longleaf Partners Funds Trust, under shared discretionary authority granted
Southeastern. None of the Securities are owned by or on behalf of Southeastern
or by any of its directors or officers, or any Trustees or officers of
Longleaf.
This statement is also being filed by Mr. O. Mason Hawkins, Chairman of
the Board and Chief Executive Officer of Southeastern, in the event he could be
deemed to be an indirect beneficial owner of the Securities reported by
Southeastern through the exercise of voting control and/or dispositive power
over the Securities as the result of his official positions or ownership of
voting securities of Southeastern. Neither Southeastern nor Mr. Hawkins owns
any Securities for its or his own account and each disclaims beneficial
interest in any of the Securities reported herein.
(d) During the last five years, neither Southeastern, Longleaf
Partners Realty Fund, nor Mr. Hawkins has been convicted in any criminal
proceeding.
(e) During the last five years, neither Southeastern, Longleaf
Partners Realty Fund, nor Mr. Hawkins has been a party to any civil or
administrative proceeding involving any alleged violations of any securities
laws.
(f) Southeastern is a corporation organized and existing under the
laws of the State of Tennessee; Longleaf Partners Realty Fund is a series of a
Massachusetts business trust. Mr. Hawkins is a citizen of the United States.
The names, business addresses, and principal occupations of each director and
executive officer of Southeastern and Longleaf Partners Realty Fund are set
forth in Schedule I.
Item 3. Source and Amount of Funds or Other Consideration
Longleaf Partners Realty Fund used approximately $ 53,294,764 in the
aggregate to purchase the Securities. All assets used to purchase Securities
were assets of Longleaf Partners Realty Fund. None of the proceeds used to
purchase the Securities were provided through borrowings of any nature.
Item 4. Purpose of Transaction
The Securities reported in this filing have been purchased and held
for investment purposes on behalf of a client account (Longleaf Partners Realty
Fund) over which Southeastern has shared discretionary investment and voting
power. The Securities are reported by Southeastern and by Mr. O. Mason
Hawkins, Chairman of the Board and Chief Executive Officer in the event that
either should be deemed to be a member of a group under Section 13(d)(3) or the
beneficial owner of these Securities under the provisions of subparagraph (b)of
Rule 13d-3 under the Securities Exchange Act of 1934. Beneficial ownership on
the part of Southeastern and Mr. Hawkins as members of a group or as beneficial
owners is expressly disclaimed, as permitted by Rule 13d-4. All purchases of
Securities were made for investment purposes only, in the ordinary course of
business of Southeastern as a registered investment advisor. Southeastern may
purchase additional Securities on behalf of clients in the future, or may sell
all or a part of the current holdings of the Securities.
Southeastern is engaged in the business of investment management of
its clients' assets and pursues an investment philosophy of identifying
undervalued situations and acquiring positions in undervalued companies on
behalf of its clients. In pursuing this investment philosophy, Southeastern
analyzes the operations, capital structure and markets of companies in which
its clients invest and continuously monitors the business operations of such
companies through analysis of financial statements and other public documents,
through discussions with knowledgeable industry observers, and with management
of such companies, often at management's invitation.
Southeastern qualifies as an institution which may elect to file
securities ownership reports required by the Securities Exchange Act of 1934 on
Schedule 13G and, as a routine matter, Southeastern utilizes Schedule 13G for
its reporting of the ownership positions held by its investment advisory
clients. As the result of investment analysis or the occurrence of events,
Southeastern may desire to participate in discussions with the particular
portfolio company's management or with third parties about significant matters
in which Southeastern may suggest possible courses of action to assist in
building corporate intrinsic value per share or to cause the Company's true
economic value to be recognized. In such situations, Southeastern may elect
to convert a filing on Schedule 13G to a filing on Schedule 13D in order to be
more active in corporate governance and management matters, and to have the
ability to enter into discussions with third parties concerning proposed
corporate transactions of a significant nature.
In this situation, Southeastern has had a conversation with a third
party, and may have additional conversations with one or more third parties,
interested in discussing the possibility of an acquisition of the Securities in
a transaction which could include an acquisition of all outstanding Securities
of the Issuer. To obtain the flexibility to discuss these possible
transactions with the respective third parties and with the Issuer's
management, Southeastern is accordingly converting its ownership filing on
Schedule 13G to a filing on Schedule 13D. Such conversion should not be
interpreted as an indication that Southeastern has changed its position with
respect to being supportive of management of the Issuer. Instead, this
conversion is intended to provide Southeastern with the flexibility to listen
to and discuss these proposals with the respective third parties and with
management of the Issuer, as a means of fulfilling its fiduciary duties to its
clients.
As the result of this filing on Schedule 13D, and depending on the
circumstances, Southeastern and its clients could support one or more of the
transactions described in clauses (a) through (c) and clauses (e) through (j)
of Item 4 of the Schedule 13D form, which are as follows:
(a). The acquisition by any person of additional
securities of the issuer, or the disposition of
securities of the Issuer.
(b). An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries.
(c). A sale or transfer of a material amount of assets of
the issuer or any of its subsidiaries.
(d). Not applicable. The filing parties have no present
plans to propose any change in the present board of
directors or management of the issuer, including any
plans or proposals to change the number or term of
directors or to fill any vacancies on the board.
(e). Any material change in the present capitalization or
dividend policy of the issuer.
(f). Any other material change in the issuer's business
or corporate structure.
(g). Changes in the issuer's charter, bylaws or other
instruments corresponding thereto.
(h). Causing a class of securities of the issuer to be
de-listed from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association.
(i). A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g) of the Act.
(j). Any action similar to any of those enumerated above.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 2,810,700 shares of the common stock of the Issuer,
constituting approximately 18.6% of the 15,135,827 shares of Common Stock
outstanding at November 11, 1999, as reported in the Issuer's Form 10-Q for the
quarter ended September 30, 1999, as follows:
Common % of outstanding
Shares Common Shares
Held
___________________________________________________________________
Voting Authority
Shared: 2,810,700* 18.6%
Total 2,810,700 18.6%
*Consists of shares owned by Longleaf Partners Realty Fund, which is a series
of Longleaf Partners Funds Trust, an open-end management investment company
registered under the Investment Company Act of 1940. Does not include 912,000
shares held by two non-discretionary accounts over which the filing parties
have neither voting nor dispositive authority. Beneficial ownership is
expressly disclaimed with respect to these shares.
Dispositive Authority
Shared: 2,810,700* 18.6%
Total 2,810,700 18.6%
*Consists of shares owned by Longleaf Partners Realty Fund, which is a series
of Longleaf Partners Funds Trust, an open-end management investment company
registered under the Investment Company Act of 1940. Does not include 912,000
shares held by two non-discretionary accounts over which the filing parties
have neither voting nor dispositive authority. Beneficial ownership is
expressly disclaimed with respect to these shares.
(b) Southeastern generally has the sole power to dispose of or to
direct the disposition of the Securities held for Discretionary accounts of its
investment clients, and may be granted the sole power to vote or direct the
vote of such Securities; such powers may be retained by or shared with the
respective clients for shared or non-discretionary accounts, for which
Southeastern generally makes recommendations with respect thereto. Shares held
by any Series of Longleaf Partners Funds Trust, including Longleaf Partners
Realty Fund, are reported in the "shared" category.
(c) There have been no purchase or sale transactions in the
Securities during the past sixty days.
(d) The investment advisory clients of Southeastern have the sole
right to receive and, subject to notice, to withdraw the proceeds from the sale
of the Securities, and the sole power to direct the receipt of dividends from
any of the Securities held for their respective accounts. Such clients may
also terminate the investment advisory agreements without penalty upon
appropriate notice. Southeastern does not have an economic interest in any of
the Securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition with respect to Securities owned by
discretionary private accounts of Southeastern are established in written
investment advisory agreements between clients and Southeastern, which are
entered into in the normal and usual course of the business of Southeastern as
a registered investment advisor and which are generally applicable to all
securities purchased for the benefit of each such discretionary private
account. There are no special or different agreements relating to the
Securities of the Issuer.
The written investment advisory agreements with clients do not
contain provisions relating to borrowing of funds to finance the acquisition of
the Securities, acquisition of control, transfer of securities, joint ventures,
or any of the other transactions listed in Item 7 of Schedule 13D other than
voting of proxies. In connection with voting, Southeastern may be allowed or
directed to vote the proxies received by accounts classified as "discretionary"
or "shared" accounts; such authority is generally retained by the clients for
accounts classified as "non-discretionary".
Item 7. Material to be Filed as an Exhibit
Schedule I. Information with Respect to Directors and Officers of Southeastern
Asset Management, Inc. and the Trustees and Officers of Longleaf Partners
Realty Fund.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: December 3, 1999
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ Charles D. Reaves
_______________________________
Charles D. Reaves
Vice President & General Counsel
O. MASON HAWKINS
(Individually)
/s/ O. Mason Hawkins
_______________________________
Longleaf Partners Realty Fund
By /s/ Charles D. Reaves
_______________________________
Charles D. Reaves
Executive Vice President
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the
persons or entities named below agree to the joint filing on behalf of each of
them of this Schedule 13D with respect to the common stock of Prime Group
Realty Trust, and further agree that this joint filing agreement be included in
this filing. In evidence thereof, the undersigned hereby execute this
Agreement on the 3rd day of December, 1999
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ Charles D. Reaves
_______________________________
Charles D. Reaves
Vice President & General
Counsel
O. MASON HAWKINS (Individually)
/s/ O. Mason Hawkins
_______________________________
Longleaf Partners Realty Fund
By /s/ Charles D. Reaves
_______________________________
Charles D. Reaves
Executive Vice President
SCHEDULE I
Information with Respect to Executive
Officers and Directors
The following information is disclosed for each of the directors and
executive officers of Southeastern: name; business address; and present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted.
Unless otherwise specified, the principal employer of each such individual
is Southeastern Asset Management, Inc., having its principal executive offices
located at 6410 Poplar Ave., Suite 900, Memphis, Tennessee 38119. Each
individual identified below is a citizen of the United States.
To the knowledge of management of Southeastern, during the last five years,
no such person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and no such person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he 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 law or finding any violation with respect to
such laws.
SOUTHEASTERN ASSET MANAGEMENT, INC.
Directors
O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer
of Southeastern Asset Management, Inc.; Chairman of the Board, Chief Executive
Officer, Co-Portfolio Manager of Longleaf Partners Funds.
G. Staley Cates: Director and President of Southeastern Asset Management,
Inc.; Trustee, President and Co-Portfolio Manager Longleaf Partners Funds.
Frank N. Stanley, III: Director and Vice President of Southeastern Asset
Management, Inc.
Other Officers
James H. Barton Vice President
John B. Buford Vice President
C. T. Fitzpatrick Vice President
Lee B. Harper Vice President
Randy D. Holt Vice President and Secretary
Andrew R. McCarroll Vice President and Assistant General Counsel
E. Andrew McDermott Vice President
Joseph L. Ott Vice President and Treasurer
Charles D. Reaves Vice President and General Counsel
Deborah L. Sullivan Vice President-Trading
James E. Thompson, Jr. Vice President
The following information is disclosed for each of the directors and
executive officers of Longleaf Partners Realty Fund: name; address; and present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted.
Each individual identified below is a citizen of the United States. The address
of each individual for purposes of correspondence is c/o Southeastern Asset
Management, Inc., 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119.
To the knowledge of management of Longleaf Partners Realty Fund, during the
last five years, no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no such person was
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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 law or finding any violation
with respect to such laws.
LONGLEAF PARTNERS REALTY FUND
Directors
O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer
of Southeastern Asset Management, Inc.; Chairman of the Board, Chief Executive
Officer, Co-Portfolio Manager of Longleaf Partners Funds.
G. Staley Cates: Director and President of Southeastern Asset Management, Inc.;
Trustee, President and Co-Portfolio Manager Longleaf Partners Funds.
Chadwick H. Carpenter, Jr.: Trustee of Longleaf Partners Funds; private
investor and consultant.
Daniel W. Connell, Jr.: Trustee of Longleaf Partners Funds; Senior Vice
President-Marketing, Jacksonville Jaguars, Ltd.
Steven N. Melnyk: Trustee of Longleaf Partners Funds; private investor and
consultant.
C. Barham Ray: Trustee of Longleaf Partners Funds; Chairman of the Board and
Secretary, SSM Corporation.
Other Officers
Julie M. Douglas Executive Vice President - Operations, CFO
C. T. Fitzpatrick Co-Portfolio Manager, Vice President - Investments
Lee B. Harper Executive Vice President - Marketing
Randy D. Holt Vice President and Secretary
Andrew R. McCarroll Vice President and Assistant General Counsel
Charles D. Reaves Executive Vice President and General Counsel
Prime Group Realty Trust ("Issuer")
Schedule 13D
PGE13D.doc
