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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Prime Companies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74155B103
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(CUSIP Number)
May 16, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the 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 disclosures provided in a prior cover page.
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 ("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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
Page 1 of 4 pages
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CUSIP NO. 74155B103
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
David E. Shaw
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use only
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4. Citizenship or Place of Organization United States
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Number of 5. Sole Voting Power 2,711,227
Shares ------------------------------------------------------------------
Beneficially 6. Shared Voting Power
Owned by ------------------------------------------------------------------
Each 7. Sole Dispositive Power 2,711,227
Reporting ------------------------------------------------------------------
Person With: 8. Shared Dispositive Power
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9. Aggregate Amount Beneficially Owned by Each
Reporting Person 2,711,227
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 8%
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12. Type of Reporting Person (See Instructions) IN
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Page 2 of 4 pages
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ITEM 1.
(a) Name of Issuer
Prime Companies, Inc.
(b) Address of Issuer's Principal Executive Offices
409 Center Street, Suite 406, Yuba City, California 95991
ITEM 2.
(a) Name of Person Filing
David E. Shaw
(b) Address of Principal Business Offices or, if none, Residence
120 West 45th Street, New York, New York 10036
(c) Citizenship
United States
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
74155B103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13d-1(b) or
240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
N/A
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: 2,711,227 .
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(b) Percent of Class: 8% .
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(c) Number of shares as to which such person has:
<TABLE>
<S> <C>
(i) Sole power to vote or to direct the vote: 2,711,227 .
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(ii) Shared power to vote or to direct the vote: n/a .
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(iii) Sole power to dispose or to direct the disposition of: 2,711,227 .
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(iv) Shared power to dispose or to direct the disposition of: n/a .
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</TABLE>
INSTRUCTION: For computations regarding securities which represent a
right to acquire an underlying security SEE ss.240.13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
Page 3 of 4 pages
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10. CERTIFICATION
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referenced 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that that information set forth in this statement is true, complete and
correct.
JULY 7, 2000
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Date
/s/ DAVID E. SHAW
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Signature
DAVID E. SHAW
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power or attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE ss.240.13d-7 for
other parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 4 of 4 pages
