SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Prentiss Properties Trust
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(Name of Issuer)
Common Shares of Beneficial Interest, par value $.01 per share
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(Title of Class of Securities)
740706106
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(CUSIP Number)
April 17, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ | Rule 13d-1(b)
[X] Rule 13d-1(c)
[ | Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 Pages
CUSIP No. 740706106 13G Page 2 of 5 Pages
-------------------- ------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Security Capital Preferred Growth Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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5 SOLE VOTING POWER
3,773,585 Common Shares
of Beneficial Interest
NUMBER OF -----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0- Shares
EACH
REPORTING -----------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
3,773,585 Common Shares
of Beneficial Interest
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
-----------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,773,585 Common Shares of Beneficial Interest
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.07% of the Common Shares of Beneficial Interest
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Page
Item 1(a). Name of Issuer:
Prentiss Properties Trust
(b). Address of Issuer's Principal Executive Offices:
3890 West Northwest Highway, Suite 400, Dallas, Texas 75220
Item 2(a). Name of Person Filing:
Security Capital Preferred Growth Incorporated, a corporation
organized and existing under the laws of Maryland ("SCPG").
(b). Address of Principal Business Office or, if None, Residence:
11 South LaSalle Street, 2nd Floor, Chicago, Illinois 60603
(c). Citizenship:
Maryland
(d). Title of Class of Securities:
Common Shares of Beneficial Interest, par value $.01 per
share
(e). CUSIP Number:
740706106
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [ ] Insurance company as defined in Section
3(a)(19) of the Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ } An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 3 of 5 Pages
Item 4. Ownership.
(a). Amount Beneficially Owned:
SCPG beneficially owns 3,773,585 Common Shares of Beneficial
Interest, consisting of the number of shares that SCPG
has the right to acquire upon the conversion of its 3,773,585
Series D Cumulative Convertible Preferred Shares of Beneficial
Interest.
(b). Percent of Class:
9.07% of the Common Shares of Beneficial Interest determined in
accordance with the provisions of Rule 13d-1 promulgated under the
Act.
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote:
SCPG has the sole power to vote or to direct the vote
of 3,773,585 Common Shares of Beneficial Interest.
(ii). Shared power to vote or to direct the vote:
None.
(iii). Sole power to dispose or to direct the disposition of:
SCPG has the sole power to dispose of or to direct
the disposition of 3,773,585 Common Shares of Beneficial
Interest.
(iv). Shared power to dispose or to direct the disposition of:
None.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Page 4 of 5 Pages
Item 9. Notice of Dissolution of a Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
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.
Date: May 8, 2002
SECURITY CAPITAL PREFERRED GROWTH INCORPORATED
By: /s/ David T. Novick
---------------------------------------------
Name: David T. Novick
Title: Vice President
Page 5 of 5 Pages