SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

(Amendment #1)

 

 

 

 

Prentiss Properties Trust

(Name of Issuer)

 

 

Common Stock, $.01 par value per share

(Title of Class of Securities)

 

 

740706106                                 (CUSIP Number)

 

 

December 31, 2005

(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).

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CUSIP No. 740706106		13G		Page 2 of 6 Pages

 

1.		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Security Capital Preferred Growth Incorporated
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Maryland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.    SOLE VOTING POWER          2,894,464 Shares   6.    SHARED VOTING POWER          –0– Shares of Common Stock   7.    SOLE DISPOSITIVE POWER          2,894,464 Shares   8.    SHARED DISPOSITIVE POWER          –0– Shares of Common Stock

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,894,464 Shares of Common Stock
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   6.3% of the Shares of Common Stock
12.		TYPE OF REPORTING PERSON*   CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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				Page 3 of 6 Pages

 

Item 1(a).		Name of Issuer: Prentiss Properties Trust
(b).		Address of Issuer’s Principal Executive Offices:
		3890 West Northwest Highway, Suite 400 Dallas, TX 75220
Item 2(a).		Name of Person Filing:
		Security Capital Preferred Growth Incorporated, a corporation organized and existing under the laws of Maryland (“SC-PG”).
(b).		Address of Principal Business Office or, if None, Residence:
		10 South Dearborn Street, Suite 1400, Chicago, Illinois 60603
(c).		Citizenship:
		Maryland
(d).		Title of Class of Securities:
		Common Stock, $.01 par value per share
(e).		CUSIP Number:    740706106
Item 3.		If this statement is filed pursuant to Rules 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)		¨		Broker 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)(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).

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				Page 4 of 6 Pages

 

Item 4.		Ownership:
		(a).		Amount beneficially owned:
				2,894,464 Shares of Common Stock
		(b).		Percent of Class:
				6.3%
		(c).		Number of shares as to which such person has:
				(i).		Sole power to vote or to direct the vote: 2,894,464
				(ii).		Shared power to vote or to direct the vote: None.
				(iii).		Sole power to dispose or to direct the disposition of: 2,894,464
				(iv).		Shared power to dispose or to direct the disposition of: None.
Item 5.		Ownership of Five Percent or Less of a Class:
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.

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				Page 5 of 6 Pages

 

Item 8.		Identification and Classification of Members of the Group.
				Not applicable.
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 acquired and are held in the ordinary course of business and 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.

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				Page 6 of 6 Pages

 

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: February 14, 2006