SEC 1745
(02-02)


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UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

Prentiss Properties Trust

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

740706106

(CUSIP Number)

 

July 30, 2002

(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).

 

 

 

CUSIP No.  740706106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
AEW Capital Management, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,664,847

 

6.

Shared Voting Power
None

 

7.

Sole Dispositive Power
2,664,847

 

8.

Shared Dispositive Power
None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,664,847 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.84%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

2

 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
AEW Capital Management, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,664,847

 

6.

Shared Voting Power
None

 

7.

Sole Dispositive Power
2,664,847

 

8.

Shared Dispositive Power
None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,664,847 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.84%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

3

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
AEW Management and Advisors, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,664,847

 

6.

Shared Voting Power
None

 

7.

Sole Dispositive Power
2,664,847

 

8.

Shared Dispositive Power
None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,664,847 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.84%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

4

 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
AEW Investment Group, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,664,847

 

6.

Shared Voting Power
None

 

7.

Sole Dispositive Power
2,664,847

 

8.

Shared Dispositive Power
None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,664,847 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.84%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

5

 

 

STATEMENT ON SCHEDULE 13G

 

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
AEW Capital Management, L.P.

AEW Capital Management, Inc.

AEW Management and Advisors, L.P.

AEW Investment Group, Inc.

 

(b)

Address of Principal Business Office or, if none, Residence
World Trade Center East

Two Seaport Lane

Boston, MA 02110-2021

 

(c)

Citizenship
Delaware for AEW Capital Management, L.P.

Massachusetts for AEW Capital Management, Inc.

Delaware for AEW Management and Advisors, L.P.

Massachusetts for AEW Investment Group, Inc.

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
740706106

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:

 

(a)

[  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

[  ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

[  ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

[  ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[  ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

6

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:    2,664,847 shares of Common Stock

 

(b)

Percent of class:    6.84%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote    2,664,847 shares of Common Stock

 

 

(ii)

Shared power to vote or to direct the vote    None

 

 

(iii)

Sole power to dispose or to direct the disposition of    2,664,847 shares of Common Stock

 

 

(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 or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of 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.

 

 

7

 

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.

 

Dated: February 12, 2003

 

 

 

AEW CAPITAL MANAGEMENT, L.P.

 

 

 

 

By:

AEW Capital Management, Inc., its general partner

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:

James J. Finnegan

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

AEW CAPITAL MANAGEMENT, INC.

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:

James J. Finnegan

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

AEW MANAGEMENT AND ADVISORS, L.P.

 

 

 

 

By:

AEW INVESTMENT GROUP, Inc., its general partner

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:

James J. Finnegan

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

AEW INVESTMENT GROUP, INC.

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:

James J. Finnegan

 

 

 

Title:

Vice President

 

 

 

8

 

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Prentiss Properties Trust and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

 

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 12th day of February, 2003.

 

 

AEW CAPITAL MANAGEMENT, L.P.

 

 

 

 

By:

AEW Capital Management, Inc., its general partner

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:

James J. Finnegan

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

AEW CAPITAL MANAGEMENT, INC.

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:

James J. Finnegan

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

AEW MANAGEMENT AND ADVISORS, L.P.

 

 

 

 

By:

AEW INVESTMENT GROUP, Inc., its general partner

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:

James J. Finnegan

 

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

AEW INVESTMENT GROUP, INC.

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:

James J. Finnegan

 

 

 

Title:

Vice President

 

 

9