UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 14)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Prime Group Realty Trust
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(Name of Issuer)
Common Shares of Beneficial Interest,
par value $0.01 per share
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(Title of Class of Securities)
74158J103
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(CUSIP Number)
Joseph Macnow
Vornado Realty Trust
888 Seventh Avenue
New York, New York 10019
(212) 894-7000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
William G. Farrar
Alan Sinsheimer
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
June 28, 2002
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(Date of Event Which Requires Filing of This Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition that 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
[ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act.
(Continued on following pages)
(Page 1 of 7 Pages)
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CUSIP NO. 74158J103 PAGE 2 OF 7 PAGES
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1. NAME OF REPORTING PERSON: Vornado Realty Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
22-1657560
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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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
Maryland
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,972,447
EACH -----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
7,944,893
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,944,893
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.6% as calculated in accordance with Rule 13d-3(d)(1)
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14. TYPE OF REPORTING PERSON
OO (real estate investment trust)
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CUSIP NO. 74158J103 PAGE 3 OF 7 PAGES
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1. NAME OF REPORTING PERSON: Vornado Realty L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
13-3925979
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
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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
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,972,447
EACH -----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
7,944,893
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,944,893
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.6% as calculated in accordance with Rule 13d-3(d)(1)
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 74158J103 PAGE 4 OF 7 PAGES
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1. NAME OF REPORTING PERSON: Vornado PS, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,972,447
EACH -----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
7,944,893
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,944,893
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.6% as calculated in accordance with Rule 13d-3(d)(1)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO (limited liability company)
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AMENDMENT NO. 14 TO SCHEDULE 13D
RELATING TO THE COMMON SHARES OF BENEFICIAL INTEREST OF
PRIME GROUP REALTY TRUST
Vornado Realty Trust ("Vornado"), Vornado Realty L.P. (the "Operating
Partnership") and Vornado PS, L.L.C. ("Vornado PS" and, collectively with
Vornado and the Operating Partnership, the "Reporting Persons") hereby amend
their Statement on Schedule 13D filed with respect to the 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"). This
Amendment No. 14 to Schedule 13D ("Amendment No. 14") should be read in
conjunction with the Statement on Schedule 13D of the Reporting Persons filed on
November 2, 2001 (the "Initial Schedule 13D"), as amended by Amendment No. 1 to
Schedule 13D of the Reporting Persons filed on November 20, 2001, by Amendment
No. 2 to Schedule 13D of the Reporting Persons filed on December 19, 2001, by
Amendment No. 3 to Schedule 13D of the Reporting Persons filed on December 21,
2001, by Amendment No. 4 to Schedule 13D of the Reporting Persons filed on
December 27, 2001, by Amendment No. 5 to Schedule 13D of the Reporting Persons
filed on January 15, 2002, by Amendment No. 6 to Schedule 13D of the Reporting
Persons filed on January 31, 2002, by Amendment No. 7 to Schedule 13D of the
Reporting Persons filed on February 7, 2002, by Amendment No. 8 to Schedule 13D
of the Reporting Persons filed on February 20, 2002, by Amendment No. 9 to
Schedule 13D of the Reporting Persons filed on March 29, 2002, by Amendment No.
10 to Schedule 13D of the Reporting Persons filed on April 17, 2002, by
Amendment No. 11 to Schedule 13D of the Reporting Persons filed on April 19,
2002, by Amendment No. 12 to Schedule 13D of the Reporting Persons filed on May
1, 2002 and by Amendment No. 13 to Schedule 13D of the Reporting Persons filed
on May 14, 2002 (as so amended, the "Schedule 13D"). This Amendment No. 14
amends the Schedule 13D only with respect to the items listed below. Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meaning ascribed to them in the Initial Schedule 13D.
Pursuant to Rule 13d-4 under 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 Common Shares.
Any disclosures made herein with respect to persons other than the
Reporting Persons are made on information and belief after making appropriate
inquiry.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended by deleting the penultimate paragraph thereof and
adding the following paragraph at the end thereof:
On June 28, 2002, pursuant to the terms of the Participation Agreement
entered into on November 18, 2001 by Vornado PS, the Operating Partnership,
Cadim Acquisition and Cadim, Vornado PS transferred to Cadim Acquisition
3,972,446 Common Units that were acquired by Vornado PS in the Foreclosure
Auction. Cadim Acquisition continues to own a 50% participation interest in the
Loans. Under the Participation Agreement, Vornado PS and the Operating
Partnership, on the one hand, and Cadim Acquisition and Cadim, on the other
hand, have various rights and obligations with respect to the Common Units that
were acquired in the Foreclosure Auction (including the Common Units that
Vornado PS has transferred to Cadim Acquisition), any Common Shares for which
such Common Units may be exchanged, the Loans and the parties' relationship with
the Issuer. Those rights and obligations are set forth in the Participation
Agreement which has been filed as Exhibit 99.12 to this Schedule 13D and which
is expressly incorporated herein by reference.
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Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended to read in its entirety as follows:
See Items 11 and 13 on each of pages 2, 3, and 4 above, which items are
incorporated herein by reference. As disclosed above, Vornado PS has transferred
to Cadim Acquisition 3,972,446 Common Units that were acquired by Vornado PS in
the Foreclosure Auction. Because the Reporting Persons, Cadim Acquisition and
Cadim may be deemed to constitute a "group" within the meaning of Rule 13d-5
under the Exchange Act, the information set forth in Items 11 and 13 on each of
pages 2, 3 and 4 above includes such Common Units that have been transferred to
Cadim Acquisition (as well as any Common Shares for which such Common Units may
be exchanged). However, neither the present filing nor anything contained herein
shall be construed as an admission that any Reporting Person constitutes a
"group" with Cadim Acquisition or Cadim for any purpose.
Item 5(b) is hereby amended to read in its entirety as follows:
See Items 7, 8, 9, and 10 on each of pages 2, 3, and 4 above, which items
are incorporated herein by reference. Under the terms of the Participation
Agreement, the Reporting Persons may be deemed to share beneficial ownership and
the power to dispose of the 3,972,446 Common Units acquired by Vornado PS in the
Foreclosure Auction that Vornado PS has transferred to Cadim Acquisition
pursuant to the Participation Agreement (as well as any Common Shares for which
such Common Units may be exchanged).
Item 5(c) is hereby amended by adding the following sentence at the end thereof:
No transactions in the Common Shares were effected by Reporting Persons
since May 14, 2002, except to the extent that such transactions may be deemed to
have occurred as described in Item 4.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
amendment to Schedule 13D is true, complete and correct.
Dated: July 3, 2002
VORNADO REALTY TRUST
By: /s/ Joseph Macnow
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Name: Joseph Macnow
Title: Executive Vice
President-Finance
and Administration,
Chief Financial Officer
VORNADO REALTY L.P.
By: VORNADO REALTY TRUST,
its general partner
By: /s/ Joseph Macnow
---------------------------------------
Name: Joseph Macnow
Title: Executive Vice
President-Finance
and Administration,
Chief Financial Officer
VORNADO PS, L.L.C.
By: VORNADO REALTY L.P.,
its sole member
By: VORNADO REALTY TRUST,
its general partner
By: /s/ Joseph Macnow
---------------------------------------
Name: Joseph Macnow
Title: Executive Vice
President-Finance
and Administration,
Chief Financial Officer
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