Prentiss Properties Trust, Inc.
Ticker: PP 1717 Main Street, Suite 5000
Exchange: New York Stock Exchange Dallas, Texas 75201
Industry: Financial (214) 761-1440

Type of Shares:Shares of Beneficial Interest Filing Date:8/9/96
U.S. Shares:16,000,000 Offer Date:10/17/96
Non-U.S. Shares:0 Filing Price:$20.00
Primary Shares:16,000,000 Offer Price:$20.00
Secondary Shares:0 Gross Spread:$1.30
Offering Amount: $320,000,000 Selling:$0.78
Expenses:$3,100,000 Reallowance:$0.10
Shares Out After:21,147,963

ManagerTierPhone
Lehman Brothers IncorporatedLead Manager (212) 640-6129
A.G. Edwards & Sons, Inc.Co-manager (314) 289-3000
Alex. Brown & Sons IncorporatedCo-manager (410) 727-1700
Principal/Eppler, Guerrin & Turner, Inc., TheCo-manager (214) 880-9000
Prudential Securities IncorporatedCo-manager (212) 214-3000
Smith Barney Inc.Co-manager (718) 921-8473

Auditor: Coopers & Lybrand
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$55.16$26.70$24.43Assets:$175.29
Net Income:$9.82$3.38$3.31Liabilities:$73.49
EPS:Equity:$101.80

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a self-administered and self-managed real estate investment trust that has been formed to continue and expand the national office and industrial property acquisition, ownership, management, leasing, development and construction businesses. Upon the closing of this offering of Common Shares, the company will own a diversified portfolio of 85 office and industrial properties with approximately 8.5 million net rentable square feet. The Properties are located in 10 major U.S. markets and consist of 26 office buildings containing approximately 3.4 million net rentable square feet and 59 industrial buildings containing approximately 5.0 million net rentable square feet. The company operates from its Dallas, Texas headquarters and its four other regional offices. The company is full-service real estate company with approximately 600 employees and in-house expertise in acquisitions, development, property management, leasing facilities management, corporate services, finance, tax construction, dispositions, marketing real estate law and accounting.

Use of Proceeds
The proceeds from the proposed offering will be used for the acquisition of interests in the properties and other assets, the repayment of mortgage and other indebtedness, and for working capital.

Last updated: 11/3/96

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