Vornado Realty Trust

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 20) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Prime Group Realty Trust - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares of Beneficial Interest, par value $0.01 per share ------------------------- (Title of Class of Securities) 74158J103 --------- (CUSIP Number) Joseph Macnow Vornado Realty Trust 888 Seventh Avenue New York, New York 10019 (212) 894-7000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: William G. Farrar Alan Sinsheimer Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 (212) 558-4000 February 10, 2004 ------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If a filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. The information required on 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, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act. (Continued on following pages) (Page 1 of 9 Pages)

- -------------------- --------------------- CUSIP NO. 74158J103 PAGE 2 OF 9 PAGES - -------------------- --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: Vornado Realty Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 22-1657560 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 3,972,447 EACH ----------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,972,447 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,972,447 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.8% as calculated in accordance with Rule 13d-3(d)(1) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO (real estate investment trust) -2 of 9-

- -------------------- --------------------- CUSIP NO. 74158J103 PAGE 3 OF 9 PAGES - -------------------- --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: Vornado Realty L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 13-3925979 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 3,972,447 EACH ----------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,972,447 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,972,447 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.8% as calculated in accordance with Rule 13d-3(d)(1) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN -3 of 9-

- -------------------- --------------------- CUSIP NO. 74158J103 PAGE 4 OF 9 PAGES - -------------------- --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: Vornado PS, L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 3,972,447 EACH ----------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,972,447 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,972,447 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.8% as calculated in accordance with Rule 13d-3(d)(1) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO (limited liability company) -4 of 9-

AMENDMENT NO. 20 TO SCHEDULE 13D RELATING TO THE COMMON SHARES OF BENEFICIAL INTEREST OF PRIME GROUP REALTY TRUST Vornado Realty Trust ("Vornado"), Vornado Realty L.P. (the "Operating Partnership") and Vornado PS, L.L.C. ("Vornado PS" and, collectively with Vornado and the Operating Partnership, the "Reporting Persons") hereby amend their Statement on Schedule 13D filed with respect to the Common Shares of Beneficial Interest, par value $0.01 per share ("Common Shares"), of Prime Group Realty Trust, a Maryland real estate investment trust (the "Issuer"). This Amendment No. 20 to Schedule 13D filed on February 11, 2004 ("Amendment No. 20") should be read in conjunction with the Statement on Schedule 13D of the Reporting Persons filed on November 2, 2001 (the "Initial Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D of the Reporting Persons filed on November 20, 2001, by Amendment No. 2 to Schedule 13D of the Reporting Persons filed on December 19, 2001, by Amendment No. 3 to Schedule 13D of the Reporting Persons filed on December 21, 2001, by Amendment No. 4 to Schedule 13D of the Reporting Persons filed on December 27, 2001, by Amendment No. 5 to Schedule 13D of the Reporting Persons filed on January 15, 2002, by Amendment No. 6 to Schedule 13D of the Reporting Persons filed on January 31, 2002, by Amendment No. 7 to Schedule 13D of the Reporting Persons filed on February 7, 2002, by Amendment No. 8 to Schedule 13D of the Reporting Persons filed on February 20, 2002, by Amendment No. 9 to Schedule 13D of the Reporting Persons filed on March 29, 2002, by Amendment No. 10 to Schedule 13D of the Reporting Persons filed on April 17, 2002, by Amendment No. 11 to Schedule 13D of the Reporting Persons filed on April 19, 2002, by Amendment No. 12 to Schedule 13D of the Reporting Persons filed on May 1, 2002, by Amendment No. 13 to Schedule 13D of the Reporting Persons filed on May 14, 2002, by Amendment No. 14 to Schedule 13D of the Reporting Persons filed on July 3, 2002, by Amendment No. 15 to Schedule 13D of the Reporting Persons filed on December 23, 2002, by Amendment No. 16 to Schedule 13D of the Reporting Persons filed on May 27, 2003, by Amendment No. 17 to Schedule 13D of the Reporting Persons filed on June 13, 2003, by Amendment No. 18 to Schedule 13D of the Reporting Persons filed on June 18, 2003 and by Amendment No. 19 to Schedule 13D of the Reporting Persons filed on July 30, 2003 (as so amended, the "Schedule 13D"). This Amendment No. 20 amends the Schedule 13D only with respect to the items listed below. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meaning ascribed to them in the Initial Schedule 13D. Pursuant to Rule 13d-4 under the Exchange Act, each of the Reporting Persons declares that the filing of this statement shall not be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Common Shares. Any disclosures made herein with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry. Item 2. Identity and Background. Item 2 is hereby amended solely to replace Schedule I, previously a part of this Schedule 13D, with Schedule I attached to this Amendment No. 20 and to -5 of 9-

replace those responses to Item 2 of Schedule 13D that referenced Schedule I with the statements below. (a), (f) The name and citizenship of each Trustee and executive officer of Vornado are set forth in Schedule I hereto and are incorporated herein by reference. (b) The principal business address of each Trustee and executive officer of Vornado is set forth in Schedule I hereto and incorporated herein by reference. (c) The present principal occupation or employment of each Trustee and executive officer of Vornado and the name, principal business and address of any corporation or other organization in which such employment is conducted are set forth in Schedule I hereto and incorporated herein by reference. (d), (e) During the last five years, none of the Reporting Persons and, to the knowledge of each of the Reporting Persons, none of the persons listed on Schedule I hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 4. Purpose of the Transaction. Item 4 is hereby amended by adding the following paragraphs at the end thereof: On February 10, 2004, Vornado PS transmitted written notice to the Issuer pursuant to Section 3 of the Registration Rights Agreement requesting that the Issuer register for resale under the Securities Act of 1933 all 3,972,447 Common Shares held by Vornado PS. The proposed plan of distribution provides for possible sales of Common Shares from time to time under a wide variety of different methods. Item 5. Interest in Securities of the Issuer. No transactions in the Common Shares were effected by the Reporting Persons during the past 60 days, the date of execution of the Reporting Persons' most recent filing, except to the extent that such transactions may be deemed to have occurred as described in Item 4. Item 7. Material to be Filed in English 1. Letter, dated February 10, 2004, requesting registration of Common Shares. -6 of 9-

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this amendment to Schedule 13D is true, complete and correct. Dated: February 13, 2004 VORNADO REALTY TRUST By: /s/ Joseph Macnow --------------------------------- Name: Joseph Macnow Title: Executive Vice President-Finance and Administration, Chief Financial Officer VORNADO REALTY L.P. By: VORNADO REALTY TRUST, its general partner By: /s/ Joseph Macnow --------------------------------- Name: Joseph Macnow Title: Executive Vice President-Finance and Administration, Chief Financial Officer VORNADO PS, L.L.C. By: VORNADO REALTY L.P., its sole member By: VORNADO REALTY TRUST, its general partner By: /s/ Joseph Macnow --------------------------------- Name: Joseph Macnow Title: Executive Vice President-Finance and Administration, Chief Financial Officer -7 of 9-

SCHEDULE I Name* Present Principal Occupation or Employment - ---- ------------------------------------------ Steven Roth Chairman of the Board and Chief Executive Officer of Vornado. Michael D. Fascitelli President and a Trustee of Vornado. Robert P. Kogod Trustee of Archstone-Smith Trust. (Trustee of Vornado) David Mandelbaum A member of the law firm of Mandelbaum & (Trustee of Vornado) Mandelbaum, P.C., 80 Main Street, West Orange, New Jersey 07052. Stanley Simon Owner of Stanley Simon and Associates, management (Trustee of Vornado) and financial consultants, 70 Pine Street, Room 3301, New York, New York 10270. Robert H. Smith Trustee and Chairman of Charles E. Smith Commercial Realty Division of Vornado; Trustee of Archstone-Smith Trust. Ronald Targan President of Malt Products Corporation of New (Trustee of Vornado) Jersey, a producer of malt syrup; principal business address: Malt Products Corporation of New Jersey, 88 Market Street, Saddle Brook, New Jersey 07663. Richard West Director or Trustee of Vornado, Vornado Operating (Trustee of Vornado) Company, Alexander's Inc., Bowne & Co., Inc. and various investment companies managed by Merrill Lynch Asset Management, Inc. or Hotchkis and Wiley, both affiliates of Merrill Lynch & Co. Russell B. Wight, Jr. Trustee; A general partner of Interstate (Trustee of Vornado) Properties (real estate and related investments). David R. Greenbaum Chief Executive Officer of the New York Office Division of Vornado. Joseph Macnow Executive Vice President-Finance and Administration and Chief Financial Officer of Vornado. Melvyn Blum Executive Vice President - Development Division of Vornado. -8 of 9-

*Unless otherwise indicated above, the business address of each person listed above is: c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019. All of the Trustees and executive officers of Vornado are citizens of the United States of America. -9 of 9-

Exhibit 1 --------- VORNADO PS, L.L.C. 888 SEVENTH AVENUE NEW YORK, NEW YORK 10019 February 10, 2004 Via Federal Express - ------------------- Prime Group Realty Trust, 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601. Attention: James F. Hoffman Re: Registration Rights Agreement ----------------------------- Ladies and Gentlemen: Reference is made to that Certain Registration Rights Agreement, dated as of the 17th day of November, 1997 (the "Registration Rights Agreement"), among Prime Group Realty Trust, Prime Group Realty L.P., Primestone Investment Partners, L.P. and the other parties named therein. All capitalized terms used herein, but not defined herein, shall have the meanings assigned to them in the Registration Rights Agreement. We are an Investor and we hereby request, pursuant to Section 3.1 of the Registration Rights Agreement, that Prime Group Realty Trust effect the registration under the Securities Act of all of the 3,972,447 Common Shares owned by us. We may sell such Common Shares from time to time, at market prices prevailing at the time of sale, at prices related to market prices, at a fixed price or prices subject to change or at negotiated prices, by a variety of methods. Attached to this letter as Exhibit A is a more detailed plan of distribution that should be included in the prospectus relating to such Common Shares.

Prime Group Realty Trust -2- Please don't hesitate to call Joseph Macnow (201-587-1000) or our attorneys Gary Israel (212-558-4005) and Bill Farrar (212-558-4940) if you have any questions or if you need any assistance or information regarding the registration process. Very truly yours, VORNADO PS, L.L.C. By: Vornado Realty, L.P., its sole member By: Vornado Realty Trust, its general partner By: /s/ Michael D. Fascitelli ------------------------------------- Name: Michael D. Fascitelli Title: President cc: Wayne D. Boberg, Esq. (Winston & Strawn) Gary Israel, Esq. William Farrar, Esq. (Sullivan & Cromwell LLP)

EXHIBIT A --------- PLAN OF DISTRIBUTION The selling shareholder(s), and their pledgees, donees, transferees or other successors in interest, if any, may offer and sell, from time to time, some or all of the common shares covered by this prospectus. We have registered the common shares covered by this prospectus for offer and sale by the selling shareholder(s) so that those shares may be freely sold to the public by them. Registration of the common shares covered by this prospectus does not mean, however, that those shares necessarily will be offered or sold. We will not receive any proceeds from any sale by the selling shareholders of the securities. See "Use of Proceeds". We will pay all costs, expenses and fees in connection with the registration of the common shares, including fees of our counsel and accountants, and listing fees: We estimate those fees and expenses to be approximately $________ million. The selling shareholder(s) will pay all underwriting discounts and commissions and similar selling expenses, if any, attributable to the sale of the common shares covered by this prospectus and all registration fees payable to the SEC. The selling shareholder(s), including their pledgees, donees, transferees or other successors in interest, if any, may sell the common shares covered by this prospectus from time to time, at market prices prevailing at the time of sale, at prices related to market prices, at a fixed price or prices subject to change or at negotiated prices, by a variety of methods including the following: o in privately negotiated transactions; o through put or call transactions related to the common shares; o through short sales of the common shares; o through broker-dealers, who may act as agents or principals; o in a block trade in which a broker-dealer will attempt to sell a block of common shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; o through one or more underwriters on a firm commitment or best- efforts basis; o directly to one or more purchasers; o through agents; or o in any combination of the above.

In effecting sales, brokers or dealers engaged by the selling shareholder(s) may arrange for other brokers or dealers to participate. Broker-dealer transactions may include: o purchases of the common shares by a broker-dealer as principal and resales of the common shares by the broker-dealer for its account pursuant to this prospectus; o ordinary brokerage transactions; or o transactions in which the broker-dealer solicits purchasers. At any time a particular offer of the common shares covered by this prospectus is made, a revised prospectus or prospectus supplement, if required, will be distributed which will set forth the aggregate amount of common shares covered by this prospectus being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, any discounts, commissions, concessions and other items constituting compensation from the selling shareholder(s) and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Such prospectus supplement, and, if necessary, a post-effective amendment to the registration statement of which this prospectus is a part, will be filed with the SEC to reflect the disclosure of additional information with respect to the distribution of the common shares covered by this prospectus. In connection with the sale of the common shares covered by this prospectus through underwriters, underwriters may receive compensation in the form of underwriting discounts or commissions and may also receive commissions from purchasers of common shares for whom they may act as agent. Underwriters may sell to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent. Any underwriters, broker-dealers or agents participating in the distribution of the common shares covered by this prospectus may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, and any commissions received by any of those underwriters, broker-dealers or agents may be deemed to be underwriting commission under the Securities Act of 1933. Pursuant to the terms of a registration rights agreement, we have agreed to register the common shares covered by this prospectus for resale. We have also agreed in the registration rights agreement to pay all the fees and expenses relating to the offering, other than any registration fees, any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred in connection with the resales, and have agreed to indemnify the selling shareholder(s) and any underwriters against certain liabilities, including those arising under the Securities Act of 1933.

Some of the common shares covered by this prospectus may be sold in private transactions or, if available, under Rule 144 under the Securities Act of 1933 rather than pursuant to this prospectus.