Prime Realty (NYSE:PGE)
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Prime Group Realty Trust (NYSE:PGE)(the "Company")
announced that at a Board of Trustees' meeting held on June 2, 2005,
the Company's Board declared a distribution of $0.5625 per share on
the Company's Series "B" Preferred Shares to preferred shareholders of
record as of June 15, 2005, payable on the earlier of (i) the closing
of the previously disclosed proposed merger of the Company with and
into an affiliate of The Lightstone Group, LLC ("Lightstone"),
currently anticipated to be on June 28, 2005, or (ii) July 29, 2005.
Under the Company's Charter, this distribution is deemed to be a
quarterly distribution that relates to the first quarter 2004
distribution period, the earliest accrued but unpaid quarterly
distribution on the Series "B" Preferred Shares.
In addition, pursuant to the terms of the previously disclosed
agreement and plan of merger with affiliates of Lightstone, the
Company's Board of Trustees, at a Board meeting held on February 16,
2005, conditionally declared distributions to holders of the Series
"B" Preferred Shares for each quarter for which a quarterly
distribution has accrued and remains unpaid and for the entire quarter
in which the completion of the proposed merger with Lightstone occurs,
regardless if such distribution has fully accrued. The Company agreed
to pay these distributions only if the proposed merger with Lightstone
is completed. The result of the conditional declaration is that, (i)
upon and in the event the proposed merger with Lightstone is completed
on or prior to June 30, 2005, the holders of Series "B" Preferred
Shares will receive an additional distribution of $2.8125 per share
(not including the unconditional distribution described in the
foregoing paragraph), or (ii) upon and in the event the proposed
merger with Lightstone is completed after June 30, 2005, the holders
of Series "B" Preferred Shares will receive an additional distribution
of $3.3750 per share (not including the unconditional distribution
described in the foregoing paragraph). At the June 2, 2005 meeting,
the Board of Trustees determined the date for the payment of these
conditionally declared distributions to be the date on which the
proposed merger with Lightstone is completed and the payment of such
distributions to be made to holders of record on the date ten days'
prior to the date the proposed merger with Lightstone is completed. If
the date ten days' prior to the date the proposed merger with
Lightstone is completed is not a business day, the business day next
preceding such date will be the record date. If the proposed merger
with Lightstone is completed and these distributions are paid, all
previously accrued and unpaid quarterly dividends on the Series "B"
Preferred Shares will have been paid.
Accordingly, the total of the distributions described in the
foregoing two paragraphs to the holders of the Series "B" Preferred
Shares will be (i) $3.3750 per share if the proposed merger with
Lightstone closes on or before June 30, 2005, or (ii) $3.9375 per
share if the merger closes after June 30, 2005.
The completion of the proposed merger with Lightstone is subject
to, among other things, a number of customary conditions including the
approval of a majority of the holders of the Company's common shares.
A special meeting of the holders of the Company's common shares to
consider the proposed merger with Lightstone has been called for June
28, 2005, to be held at 11:30 a.m. at the offices of the Company's
outside legal counsel, Winston & Strawn LLP, 35 West Wacker Drive,
35th Floor, Conference Room 35A, Chicago, Illinois.
With respect to the payment of the Series "B" distributions
referred to above, there can be no assurance as to the timing and
amounts of any future distributions, including the conditionally
declared distributions which will be paid only upon completion of the
proposed merger with Lightstone, and the payment of any preferred
distributions at that time should not be construed to convey any
degree of certainty with respect to future distribution payments.
Management and the Company's Board of Trustees review the Company's
cash position and the Company's requirements for cash reserves each
quarter prior to making any decision with respect to paying
distributions.
About the Company
Prime Group Realty Trust is a fully-integrated, self-administered,
and self-managed real estate investment trust (REIT) that owns,
manages, leases, develops and redevelops office and industrial real
estate, primarily in metropolitan Chicago. The Company owns 11 office
properties containing an aggregate of 4.6 million net rentable square
feet, one industrial property comprised of approximately 120,000
square feet, three joint venture interests in office properties
totaling 2.8 million net rentable square feet, and approximately 6.3
acres of land suitable for new construction. To learn more, visit the
company website at www.pgrt.com.
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995 that reflect management's current views with respect to future
events and financial performance. The words "believes", "expects",
"anticipates", "estimates", and similar words or expressions are
generally intended to identify forward-looking statements. Actual
results may differ materially from those expected because of various
risks and uncertainties, including, but not limited to, changes in
general economic conditions, adverse changes in real estate markets as
well as other risks and uncertainties included from time to time in
the Company's filings with the Securities and Exchange Commission.
In connection with the proposed merger with Lightstone, the
Company filed a definitive proxy statement and other materials with
the Securities and Exchange Commission on May 23, 2005. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT AND OTHER MATERIALS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. The Company and its officers and
trustees may be deemed to be "participants" in the solicitation of
proxies with respect to the proposed merger with Lightstone.
Information regarding such individuals is included in the Company's
proxy statements (including the proxy statement relating to the
proposed merger with Lightstone) and Annual Reports on Form 10-K
previously filed with the Securities and Exchange Commission.
Investors may obtain a free copy of the proxy statement and other
relevant documents as well as other materials filed with the
Securities and Exchange Commission concerning the Company and these
individuals at the Securities and Exchange Commission's website at
http:www.sec.gov. These materials and other documents may also be
obtained for free from: Prime Group Realty Trust, 77 West Wacker
Drive, Suite 3900, Chicago, Illinois 60601, Attn: Investor Relations.