EXHIBIT 19.2
FORM OF CONVERTIBLE PREFERRED CERTIFICATE
PRIME GROUP REALTY TRUST
ORGANIZED UNDER THE LAWS OF THE STATE OF MARYLAND
THIS CERTIFIES THAT _________________________________________
IS THE OWNER OF ____________________________________________
fully paid and non-assessable Series A Cumulative Convertible Preferred
Shares of Beneficial Interest, $0.01 par value per share, of Prime Group
Realty Trust, transferable only on the books of the Trust by the holder
hereof in person or by duly authorized attorney upon the surrender of this
Certificate property endorsed. This Certificate and the Series A Cumulative
Convertible Preferred Shares of Beneficial Interest evidenced hereby are
issued and shall be held subject to all of the provisions of the Declaration
of Trust and amendments thereto. The holder hereof has no interest, legal or
equitable, in any specific property of the Trust.
WITNESS the signatures of its duly authorized officers.
Dated:
_____________________________
CHAIRMAN OF THE BOARD
_____________________________
PRESIDENT
_____________________________
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
[REVERSE OF CERTIFICATE]
PRIME GROUP REALTY TRUST
THE TRUST IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. THE
DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND SETS FORTH A FULL STATEMENT
OF (A) ALL OF THE DESIGNATIONS, PREFERENCES, RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND
CONDITIONS OF REDEMPTIONS, AND OTHER RELATIVE RIGHTS OF THE SHARES OF EACH
CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE AUTHORITY OF THE BOARD OF
TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, THE DIFFERENCES
IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO
THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE BOARD OF TRUSTEES TO
SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF PREFERRED
SHARES.
