SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported) August 14, 2002
PRENTISS PROPERTIES TRUST
-------------------------
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 1-14516 75-2661588
(State or Other Jurisdiction Commission (I.R.S. Employer
of Incorporation) file number) Identification Number)
3890 W. Northwest Hwy., Suite 400, Dallas, Texas 75220
(Address of Principal Executive Offices)
(214) 654-0886
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
EXHIBIT
NUMBER EXHIBIT TITLE
---------- --------------
99.1 Transmittal Letter
99.2 Certification of Chief Executive Officer
99.3 Certification of Chief Financial Officer
ITEM 9. REGULATION FD DISCLOSURE
On August 14, 2002, Prentiss Properties Trust (the "Company") filed its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 with the
Securities and Exchange Commission. Accompanying the Quarterly Report as
correspondence were the transmittal letter and certifications of the Company's
Chief Executive Officer, Thomas F. August, and Chief Financial Officer, Michael
A. Ernst, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to be
codified at 18 U.S.C. Section 1350, attached as exhibits hereto.
The transmittal letter and certifications attached as exhibits hereto are being
furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
are not being filed as part of the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002 or as a separate disclosure document. The
information included in this Current Report on Form 8-K (including the exhibits
hereto) is furnished pursuant to Item 9 and shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section or Sections 11
and 12(a)(2) of the Securities Act of 1933, as amended. This Current Report
(including the exhibits hereto) will not be deemed an admission as to the
materiality of any information required to be disclosed solely to satisfy the
requirements of Regulation FD.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRENTISS PROPERTIES TRUST
By: /s/ Gregory S. Imhoff
August 14, 2002 --------------------------------
Gregory S. Imhoff
Senior Vice President and Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
----------------- -------------------
99.1 Transmittal Letter
99.2 Certification of Chief Executive Officer
99.3 Certification of Chief Financial Officer
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