Prime/Mansur Investment Partners, LLC is paying $6.70 in cashper common share, a 9% premium above Wednesday's closing price. Thejoint venture also will assume $598 million in debt, and the dealincludes the liquidation value of Series B preferred shares.

"The board believes the transaction is in the best interests ofthe company and its shareholders," says current chairman DouglasCrocker II. He will be replaced by Mansur after the sale closes,which is expected early next year. In addition, Mansur and Reschkewill share the chief executive officer role.

"Prime has a solid management team in place and owns anoutstanding portfolio of Chicago-area office properties," Mansursays. "Rarely does a portfolio of this quality become available andwe were attracted to the opportunity to acquire this qualityorganization."

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