<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
____________________
HORIZON GROUP PROPERTIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
44041U 10 2
(CUSIP Number)
MICHAEL W. RESCHKE
77 WEST WACKER DRIVE
SUITE 3900
CHICAGO, IL 60601
(312) 917-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
WAYNE D. BOBERG, ESQ.
WINSTON & STRAWN
35 WEST WACKER DRIVE
CHICAGO, IL 60601
(312) 558-5600
AUGUST 27, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: / /
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SCHEDULE 13D
CUSIP No. 44041U 10 2
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael W. Reschke
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 8,206
BENEFICIALLY OWNED BY ---------------------------------------------
EACH PERSON WITH 8. SHARED VOTING POWER - 972,724
---------------------------------------------
9. SOLE DISPOSITIVE POWER - 8,206
---------------------------------------------
10. SHARED DISPOSITIVE POWER -972,724
- ------------------------------------------------------------------------------
2
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- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Individually beneficially owns 8,206 shares of Common Stock, par value
$0.01 per share, of the Issuer ("Common Stock"). May be deemed to share
beneficial ownership of: (i) 523,818 shares of Common Stock and 75,620
Common Units of Horizon Group Properties, L.P., a Delaware limited
partnership ("Common Units"), which Common Units are exchangeable on a
one for one basis for Common Stock at any time (or, at the Issuer's
election, cash of equivalent value), directly owned by Prime Group
Limited Partnership, an Illinois limited partnership ("PGLP"); (ii)
277,850 Common Units directly owned by Prime Financing Limited
Partnership, an Illinois limited partnership ("PFLP"); (iii) 42,281
Common Units directly owned by Prime Group II, L.P., an Illinois limited
partnership ("PG-II"); (iv) 3,081 Common Units directly owned by Prime
Group III, L.P., an Illinois limited partnership ("PG-III"); (v) 6,818
Common Units directly owned by Prime Group IV, L.P., an Illinois limited
partnership ("PG-IV"); and (vi) 35,050 Common Units directly owned by
Prime Group V, L.P., an Illinois limited partnership ("PG-V") by virtue
of his position as managing general partner of PGLP and his ability to
control PFLP, PG-II, PG-III, PG-IV and PG-V.
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /,
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Individually beneficially owns 8,206 shares of Common Stock which
constitute approximately 0.3% of the outstanding shares of Common Stock.
May be deemed to share beneficial ownership of the approximately: (i)
523,818 shares of Common Stock and 75,620 Common Units directly owned by
PGLP, which, assuming exchange of the Common Units, constitute
approximately 21.1% of the outstanding shares of Common Stock; (ii)
277,850 Common Units directly owned by PFLP which, assuming exchange of
the Common Units, constitute approximately 9.1% of the outstanding shares
of Common Stock; (iii) 42,281 Common Units directly owned by PG-II which,
assuming exchange of the Common Units, constitute approximately 1.5% of
the outstanding shares of Common Stock; (iv) 3,081 Common Units directly
owned by PG-III which, assuming exchange of the Common Units, constitute
approximately 0.1% of the outstanding shares of Common Stock; (v) 6,818
Common Units directly owned by PG-IV which, assuming exchange of the
Common Units, constitute approximately 0.3% of the outstanding shares of
Common Stock; and (vi) 35,050 Common Units directly owned by PG-V which,
assuming exchange of the Common Units, constitute approximately 1.3% of
the outstanding shares of Common Stock, by virtue of his position as
managing general partner of PGLP and his ability to control PFLP, PG-II,
PG-III, PG-IV and PG-V.
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14. TYPE OF REPORTING PERSON - IN
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3
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SCHEDULE 13D
CUSIP No. 44041U 10 2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PGLP, Inc.
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 0
BENEFICIALLY OWNED BY EACH -------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 87,230
-------------------------------------------------
9. SOLE DISPOSITIVE POWER - 0
-------------------------------------------------
10. SHARED DISPOSITIVE POWER - 87,230
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
May be deemed to share beneficial ownership of: (i) 42,281 Common
Units of Horizon Group Properties, L.P., a Delaware limited
partnership ("Common Units"), which Common Units are exchangeable on
a one for one basis for Common Stock, par value $0.01 per share, of
the Issuer ("Common Stock") at any time (or, at the Issuer's
election, case of equivalent value), owned by Prime Group, II, L.P.,
an Illinois limited partnership ("PG-II"); (ii) 3,081 Common Units
owned by Prime Group III, L.P., an Illinois limited partnership
("PG-III"); (iii) 6,818 Common Units owned by Prime Group IV, L.P.,
an Illinois limited partnership ("PG-IV"); and (iv) 35,050 Common
Units owned by Prime Group V, L.P., an Illinois limited partnership
("PG-V") by virtue of its position as managing general partner of
each of PG-II, PG-III, PG-IV and PG-V.
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- ------------------------------------------------------------------------------
4
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- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
May be deemed to share beneficial ownership of: (i) 42,281 Common
Units owned by PG-II which, assuming exchange of the Common Units,
constitute approximately 1.5% of the outstanding shares of Common
Stock; (ii) 3,081 Common Units owned by PG-III which, assuming
exchange of the Common Units, constitute approximately 0.1% of the
outstanding shares of Common Stock; (iii) 6,818 Common Units owned
by PG-IV which, assuming exchange of the Common Units, constitute
approximately 0.3% of the outstanding shares of Common Stock; and
(iv) 35,050 Common Units owned by PG-V which, assuming exchange of
the Common Units, constitutes approximately 1.3% of the outstanding
shares of Common Stock by virtue of its position as managing general
partner of each of PG-II, PG-III, PG-IV and PG-V.
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - CO
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5
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SCHEDULE 13D
CUSIP No. 44041U 10 2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Finance, Inc.
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 0
BENEFICIALLY OWNED BY EACH -------------------------------------------------
PERSON WITH
8. SHARED VOTING POWER - 277,850
-------------------------------------------------
9. SOLE DISPOSITIVE POWER - 0
-------------------------------------------------
10. SHARED DISPOSITIVE POWER - 277,850
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
May be deemed to share beneficial ownership of 277,850 Common Units
of Horizon Group Properties, L.P., a Delaware limited partnership
("Common Units"), which Common Units are exchangeable on a one for
one basis for Common Stock, par value $0.01 per share, of the
Issuer, at any time (or, at the Issuer's election, cash of
equivalent value), directly owned by Prime Financing Limited
Partnership by virtue of its position as managing general partner of
Prime Financing Limited Partnership.
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- ------------------------------------------------------------------------------
6
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- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
May be deemed to share beneficial ownership of the approximate 9.1%
equity interest in the Issuer directly owned by Prime Financing
Limited Partnership, assuming exchange of the Common Units, by
virtue of its position as managing general partner of Prime
Financing Limited Partnership.
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - CO
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7
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SCHEDULE 13D
CUSIP No. 44041U 10 2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group Limited Partnership
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00 and PF
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 599,438
BENEFICIALLY OWNED BY EACH -------------------------------------------------
PERSON WITH
8. SHARED VOTING POWER - 0
-------------------------------------------------
9. SOLE DISPOSITIVE POWER - 599,438
-------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
523,818 shares of Common Stock of the Issuer, $0.01 par value per
share ("Common Stock") and 75,620 Common Units of Horizon Group
Properties, L.P., a Delaware limited partnership ("Common Units"),
which Common Units are exchangeable on a one for one basis for
Common Stock at any time or, at the Issuer's election, cash of
equivalent value.
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 21.1% equity interest in the Issuer assuming exchange
of the Common Units.
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
- ------------------------------------------------------------------------------
8
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SCHEDULE 13D
CUSIP No. 44041U 10 2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Financing Limited Partnership
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 277,850
BENEFICIALLY OWNED BY EACH -------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 0
-------------------------------------------------
9. SOLE DISPOSITIVE POWER - 277,850
-------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,850 Common Units of Horizon Group Properties, L.P., a Delaware
limited partnership ("Common Units"), which Common Units are
exchangeable on a one for one basis for Common Stock of the Issuer,
$0.01 par value per share ("Common Stock"), at any time or, at the
Issuer's election, cash of equivalent value.
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9.1% equity interest in the Issuer assuming exchange
of the Common Units.
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
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9
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SCHEDULE 13D
CUSIP No. 44041U 10 2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group II, L.P.
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 42,281
BENEFICIALLY OWNED BY EACH -------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 0
-------------------------------------------------
9. SOLE DISPOSITIVE POWER 42,281
-------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,281 Common Units of Horizon Group Properties, L.P., a Delaware
limited partnership ("Common Units"), which Common Units are
exchangeable on a one for one basis for Common Stock of the Issuer,
$0.01 par value per share, at any time or, at the Issuer's election,
cash of equivalent value.
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 1.5% equity interest in the Issuer assuming exchange
of the Common Units.
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
- ------------------------------------------------------------------------------
10
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SCHEDULE 13D
CUSIP No. 44041U 10 2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group III, L.P.
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 3,081
BENEFICIALLY OWNED BY EACH -------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 0
-------------------------------------------------
9. SOLE DISPOSITIVE POWER - 3,081
-------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,081 Common Units of Horizon Group Properties, L.P., a Delaware
limited partnership ("Common Units"), which Common Units are
exchangeable on a one for one basis for Common Stock of the Issuer,
$0.01 par value per share, at any time or, at the Issuer's election,
cash of equivalent value.
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.1% equity interest in the Issuer assuming exchange
of the Common Units.
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
- ------------------------------------------------------------------------------
11
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SCHEDULE 13D
CUSIP No. 44041U 10 2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group IV, L.P.
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 6,818
BENEFICIALLY OWNED BY EACH -------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 0
-------------------------------------------------
9. SOLE DISPOSITIVE POWER - 6,818
-------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,818 Common Units of Horizon Group Properties, L.P., a Delaware
limited partnership ("Common Units"), which Common Units are
exchangeable on a one for one basis for Common Stock of the Issuer,
$0.01 par value per share, at any time or, at the Issuer's election,
cash of equivalent value.
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.3% equity interest in the Issuer assuming exchange
of the Common Units.
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
- ------------------------------------------------------------------------------
12
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SCHEDULE 13D
CUSIP No. 44041U 10 2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group V, L.P.
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 35,050
BENEFICIALLY OWNED BY EACH -------------------------------------------------
PERSON WITH
8. SHARED VOTING POWER - 0
-------------------------------------------------
9. SOLE DISPOSITIVE POWER - 35,050
-------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,050 Common Units of Horizon Group Properties, L.P., a Delaware
limited partnership ("Common Units"), which Common Units are
exchangeable on a one for one basis for Common Stock of the Issuer,
$0.01 par value per share, at any time or, at the Issuer's election,
cash of equivalent value.
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 1.3% equity interest in the Issuer assuming exchange
of the Common Units.
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
- ------------------------------------------------------------------------------
13
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, par value $0.01 per share ("Common Stock"), of Horizon Group
Properties, Inc., a Maryland corporation (the "Company"). The principal
executive offices of the Company are located at 5000 Hakes Drive, Norton
Shores, Michigan 49441.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (f). This Amendment No. 2 to Schedule 13D is filed by each
of Michael W. Reschke, an individual and a citizen of the United States of
America ("Reschke"); PGLP, Inc., an Illinois corporation ("PGLPI"); Prime
Finance, Inc., an Illinois corporation ("Prime Finance"); Prime Group
Limited Partnership, an Illinois limited partnership ("PGLP"); Prime
Financing Limited Partnership, an Illinois limited partnership ("PFLP");
Prime Group II, L.P., an Illinois limited partnership ("PG-II"); Prime Group
III, L.P., an Illinois limited partnership ("PG-III"); Prime Group IV, L.P.,
an Illinois limited partnership ("PG-IV") and Prime Group V, L.P., an
Illinois limited partnership ("PG-V").
Reschke (i) is the managing general partner of PGLP; (ii) owns an
approximate 50.75% equity interest in PGLPI, which is the managing general
partner of each of PG-II, PG-III, PG-IV, and PG-V; and (iii) owns an
approximate 50.75% equity interest in Prime International, Inc., which owns
all of the issued and outstanding stock of Prime Finance, which is the
managing general partner of PFLP.
(b) (i) The business address of each of Reschke, PGLPI, Prime
Finance, PGLP, PFLP, PG-II, PG-III, PG-IV, and PG-V is:
77 West Wacker Drive
Suite 3900
Chicago, Illinois 60601
(ii) Unless otherwise indicated in paragraph (c)(iii) of this
Item 2, the business address of each person listed in paragraph (c)(iii) of this
Item 2 is:
77 West Wacker Drive
Suite 3900
Chicago, Illinois 60601
(c)(i) Reschke is the Chairman, President and Chief Executive
Officer of The Prime Group, Inc., an Illinois corporation ("PGI") , the
President and a member of the Board of Directors of PGLPI and Prime Finance
and the Chairman of the Board of Trustees of Prime Group Realty Trust, a
publicly traded real estate investment trust ("PGRT"). Reschke is also a
member of the Board of Directors of the Company and the Chairman of the Board
of Directors of each of Prime Retail, Inc., a publicly traded real estate
investment trust engaged in the ownership, development and management of
factory outlet centers, and Brookdale Living Communities, Inc., a publicly
traded Delaware corporation involved in the ownership, development and
operation of senior independent and assisted living facilities. The
principal business of PGI is the ownership, development and management of,
and investment in, directly or indirectly, real estate. The principal
business of PGRT is the acquisition, development, finance, construction,
leasing, marketing, renovation and property management of office and
industrial properties.
(ii) The principal business of each of PGLPI, Prime Finance, PGLP,
PFLP, PG-II, PG-III, PG-IV, and PG-V is the ownership, development and
management of, and investment in, directly or indirectly, real estate.
(iii) The following table sets forth the name and the principal
occupation or employment of each director and executive officer (except
Reschke (see paragraph (c)(i) of this Item 2)) of PGLPI and Prime Finance:
14
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Name Present Principal Occupation or Employment
- ------ ------------------------------------------
Robert J. Rudnik (A)(B). . . . Executive Vice President/General Counsel and
Secretary of PGI; Vice President and Secretary
of PGLPI and Prime Finance; Executive Vice
President/ General Counsel and Secretary of
Brookdale Living Communities, Inc.
Gary J. Skoien . . . . . . . . President, Chief Executive Officer and
Chairman of Board of the Company; Executive
Vice President of PGI; Vice President of PGLPI
and Prime Finance
Mark K. Cynkar . . . . . . . . Senior Vice President and Chief Financial
Officer of PGI; Vice President of PGLPI and
Prime Finance
Ray R. Grinvalds . . . . . . . Senior Vice President/Asset and Development
Management of PGI; Vice President and
Treasurer of PGLPI
Warren H. John (B) . . . . . . Vice President of PGI; Vice President and
Assistant Secretary of PGLPI
-------------------
(A) Director of Prime Finance
(B) Director of PGLPI
All of the executive officers and directors of PGLPI and Prime
Finance are citizens of the United States of America.
(d) and (e) During the last five years, none of Reschke or any of
the executive officers of PGLPI or Prime Finance (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Amended and Restated Agreement and Plan of Merger,
dated as of February 1, 1998, by and among the Company, Prime Retail, Inc.,
Horizon Group, Inc., Sky Merger Corp., Horizon Group Properties, L.P., and
Horizon/Glen Outlet Centers Limited Partnership, among other things, the
initial distribution (the "Distribution") was effected of the Common Stock
and Common Units of Horizon Group Properties, L.P., a Delaware limited
partnership ("Common Units") which Common Units are exchangeable on a one for
one basis for Common Stock (or, at the Company's election, cash of equivalent
value). As a result of the Distribution, on June 15, 1998, Reschke and PGLP
received shares of Common Stock and PGLP, PFLP, PG-II, PG-III, PG-IV, and
PG-V received Common Units.
In addition, PGLP purchased the following number of shares of
Common Stock in the open market at the prices and on the dates indicated: (i)
70,000 shares at an average price of $6.00 per share on June 17, 1998; (ii)
42,000 shares at an average price of $6.63 per share on June 26, 1998; (iii)
20,000 shares at an average price of $6.63 on June 29, 1998; (iv) 17,500
shares at an average price of $6.75 on July 1, 1998; (v) 10,000 shares at an
average price of $6.75 per share on July 7, 1998; (vi) 10,000 shares at an
average price of $6.50 per share on July 9, 1998; (vii) 20,000 shares at an
average price of $6.13 on July 14, 1998; (viii) 10,000 shares at an average
price of $6.00 on July 14, 1998; (ix) 30,000 shares at an average price of
$6.18 on July 10, 1998; (x) 20,000 shares at an average price of $5.63 on
July 21, 1998; (xi) 10,000 shares at an average price of $5.38 on July 27,
1998; (xii) 10,000 shares at an average price of $3.75 on August 24, 1998;
(xiii) 10,000 shares at an average price of $3.94 on August 26, 1998; (xiv)
45,000 shares at an average price of $3.94 on August 27, 1998 and (xv) 5,000
shares at an average price of $3.88 on August 28, 1998. PGLP purchased the
foregoing shares in the open market and, except for the shares described in
(ix), (xi), (xii), (xiii), (xiv), and (xv) above, funded such purchases in
part through an extension of margin credit in a brokerage account maintained
with Friedman, Billings, Ramsey & Co., Inc. PGLP also purchased 181,818
shares of Common Stock at a price of $5.63 per share in a private transaction
with Security Capital Preferred Growth Incorporated on August 4, 1998.
15
<PAGE>
PGLP also purchased Common Units as follows in private sales: (a) 18,554
Common Units at a price of $6.00 per unit from William H. Carpenter, Jr. as of
July 28, 1998; (b) 18,553 Common Units at a price of $6.00 per unit from Abraham
Rosenthal as of July 28, 1998 and (c) 36,363 Common Units at a price of $6.00
per unit from Security Capital Preferred Growth Incorporated on July 21, 1998.
ITEM 4. PURPOSE OF TRANSACTION.
Reschke and PGLP received shares of Common Stock and PGLP, PFLP,
PG-II, PG-III, PG-IV, and PG-V received Common Units in the Distribution and
intend to hold such securities for investment purposes. PGLP purchased the
additional shares of Common Stock and Common Units owned by it for investment
purposes.
None of Reschke, PGLPI, Prime Finance, PGLP, PFLP, PG-II, PG-III,
PG-IV, or PG-V has any current plans or proposals which relate to or would
result in the types of transactions set forth in paragraphs (a) through (j)
of the instructions for this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Reschke beneficially owns 8,206 shares of Common Stock, which
number of shares constitute approximately 0.3% of the total outstanding
shares of Common Stock. PGLP beneficially owns 523,818 shares of Common
Stock and 75,620 Common Units which, assuming exchange of the Common Units,
constitute approximately 21.1% of the outstanding shares of Common Stock.
PFLP beneficially owns 277,850 Common Units which, assuming exchange of the
Common Units, constitute approximately 9.1% of the outstanding shares of
Common Stock. PG-II beneficially owns 42,281 Common Units which, assuming
exchange of the Common Units, constitute approximately 1.5% of the
outstanding shares of Common Stock. PG-III beneficially owns 3,081 Common
Units which, assuming exchange of the Common Units, constitute approximately
0.1% of the outstanding shares of Common Stock. PG-IV beneficially owns
6,818 Common Units which, assuming exchange of the Common Units, constitute
approximately 0.3% of the outstanding shares of Common Stock. PG-V
beneficially owns 35,050 Common Units which, assuming exchange of the Common
Units, constitute approximately 1.3% of the outstanding shares of Common
Stock.
By virtue of his position as managing general partner of PGLP and his
ability to control PFLP, PG-II, PG-III, PG-IV and PG-V, Reschke may be deemed to
share beneficial ownership of the 523,818 shares of Common Stock directly owned
by PGLP and the 75,620, 277,850, 42,281, 3,081, 6,818, and 35,050 Common Units
owned by PGLP, PFLP, PG-II, PG-III, PG-IV, and PG-V, respectively. PGLPI may be
deemed to share beneficial ownership of the 42,281, 3,081, 6,818 and 35,050
Common Units directly owned by PG-II, PG-III, PG-IV and PG-V, respectively,
because PGLPI is the managing general partner of each of PG-II, PG-III, PG-IV
and PG-V. Prime Finance may be deemed to share beneficial ownership of the
277,850 Common Units directly owned by PFLP because Prime Finance is the
managing general partner of PFLP.
(b) Reschke has the sole power to direct the vote and disposition of
the 8,206 shares of Common Stock directly owned by Reschke. PGLP has the sole
power to direct the vote and disposition of the 523,818 shares of Common Stock
and 75,620 Common Units directly owned by PGLP. PFLP has the sole power to
direct the vote and disposition of the 277,850 Common Units directly owned by
PFLP. Each of PG-II, PG-III, PG-IV and PG-V has the sole power to direct the
vote and disposition of the 42,281, 3,081, 6,818 and 35,050 Common Units
directly owned by PG-II, PG-III, PG-IV and PG-V, respectively.
By virtue of his position as managing general partner of PGLP and
his ability to control PFLP, PG-II, PG-III, PG-IV and PG-V, Reschke may be
deemed to share the power to direct the vote and disposition of the 523,818
shares of Common Stock directly owned by PGLP and the 75,620, 277,850,
42,281, 3,081, 6,818, and 35,050 Common Units owned by PGLP, PFLP, PG-II,
PG-III, PG-IV, and PG-V, respectively. PGLPI may be deemed to share the
power to direct the vote and disposition of the 42,281, 3,081, 6,818 and
35,050 Common Units directly owned by PG-II, PG-III, PG-IV and PG-V,
respectively, because PGLPI is the managing general partner of each of PG-II,
PG-III, PG-IV and PG-V. Prime Finance may be deemed to share the power to
direct the vote and disposition of the 277,850 Common Units directly owned by
PFLP because Prime Finance is the managing general partner of PFLP.
(c) Not applicable.
16
<PAGE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a Pledge and Security Agreement dated as of October 1,
1996 by and between PGLP and The Northern Trust Company, PGLP pledged 2,150
Common Units as security for the obligations of PGLP under a guaranty issued
by PGLP with respect to a loan made by the Northern Trust Company to PGI.
Pursuant to a Customer Agreement by and between PGLP and Bear,
Stearns Securities Corp., PGLP pledged 523,818 Common Shares as security for
certain obligations of PGLP with respect to the securities margin account
PGLP maintains with Friedman, Billings, Ramsey & Co., Inc. for which the
clearing broker is Bear, Stearns Securities Corp.
Pursuant to a Pledge and Security Agreement dated as of October 1,
1996 by and between PG-III and The Northern Trust Company, PG-III pledged
3,081 Common Units as security for the obligations of PG-III under a guaranty
issued by PG-III with respect to loans made by the Northern Trust Company to
PGI.
Pursuant to a Pledge and Security Agreement dated as of March 22,
1994, as amended, by and between PG-V and Lumbermens Mutual Casualty Company
("LMCC"), PG-V pledged 29,917 Common Units as security for the obligations of
PG-V to LMCC under a guaranty issued by PG-V with respect to a loan made by
LMCC to an affiliate of PG-V.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Customer Agreement by and between PGLP and Bear, Stearns Securities
Corp. dated as of December 21, 1994, incorporated by reference to the filing
persons' statement on Schedule 13D, Amendment No. 1, dated as of August 20,
1998.
17
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Amendment No. 2 to Schedule 13D is true, complete and correct.
/s/ Michael W. Reschke
----------------------------------------------
Michael W. Reschke
Dated: September 21, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Amendment No. 2 to Schedule 13D is true, complete and correct.
PGLP, INC.
By: /s/ Michael W. Reschke
---------------------------------------
Name: Michael W. Reschke
Title: President
Dated: September 21, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Amendment No. 2 to Schedule 13D is true, complete and correct.
PRIME FINANCE, INC.
By: /s/ Michael W. Reschke
---------------------------------------
Name: Michael W. Reschke
Title: President
Dated: September 21, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 2 to Schedule 13D is true, complete and correct.
PRIME GROUP LIMITED PARTNERSHIP
By: /s/ Michael W. Reschke
--------------------------------------
Name: Michael W. Reschke
Title: Managing General Partner
Dated: September 21, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 2 to Schedule 13D is true, complete and correct.
PRIME FINANCING LIMITED PARTNERSHIP
By: Prime Finance, Inc., its managing general
partner
By: /s/ Michael W. Reschke
--------------------------------------
Name: Michael W. Reschke
Title: President
Dated: September 21, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 2 to Schedule 13D is true, complete and correct.
PRIME GROUP II, L.P.
By: PGLP, Inc., its managing general partner
By: /s/ Michael W. Reschke
--------------------------------------
Name: Michael W. Reschke
Title: President
Dated: September 21, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Amendment No. 2 to Schedule 13D is true, complete and correct.
PRIME GROUP III, L.P.
By: PGLP, Inc., its managing general partner
By: /s/ Michael W. Reschke
--------------------------------------
Name: Michael W. Reschke
Title: President
Dated: September 21, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Amendment No. 2 to Schedule 13D is true, complete and correct.
PRIME GROUP IV, L.P.
By: PGLP, Inc., its managing general partner
By: /s/ Michael W. Reschke
----------------------------------------
Name: Michael W. Reschke
Title: President
Dated: September 21, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 2 to Schedule 13D is true, complete and correct.
PRIME GROUP V, L.P.
By: PGLP, Inc., its managing general partner
By: /s/ Michael W. Reschke
----------------------------------------
Name: Michael W. Reschke
Title: President
Dated: September 21, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- ------------
Customer Agreement by and between PGLP and Bear, Stearns
Securities Corp. dated as of December 21, 1994, incorporated
by reference to the filing persons' statement on
Schedule 13D, Amendment No. 1, dated as of August 20, 1998.
