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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
PRIME HOSPITALITY CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
741917108
(CUSIP Number)
Mr. Richard Reiss, Jr.
Cumberland Associates
1114 Avenue of the Americas
New York, New York 10036
(212) 536-9700
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
January 24, 1994
(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 / /.
Check the following box if a fee is being paid with the statement / /.
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SCHEDULE 13D
CUSIP No. 741917108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CUMBERLAND ASSOCIATES
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC,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
New York
7. SOLE VOTING POWER
None
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 926,000
WITH
10. SHARED DISPOSITIVE POWER
107,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,033,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This Amendment No. 3, which is being filed pursuant to Rule 13d-2 of
the General Rules and Regulations under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), amends the Schedule 13D, dated
September 21, 1993 (the "Schedule 13D"), as amended by Amendment No. 1 thereto
dated October 1, 1993 and by Amendment No. 2 thereto dated January 13, 1994,
filed by Cumberland Associates, a New York limited partnership (the "Reporting
Person" or "Cumberland"), and relates to the Common Stock, par value $.01 per
share (the "Common Stock" or the "Shares"), of Prime Hospitality Corp. (the
"Company"). Unless otherwise indicated, all capitalized terms used herein but
not defined herein shall have the meanings ascribed to such terms in the
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented by the
following:
As of the date hereof, Cumberland beneficially owned the aggregate
number and percentage of outstanding Common Stock set forth below:
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Number of Shares Percentage*
1,033,000 ** *** 3.7%
Set forth in Appendix A attached hereto and incorporated herein by
reference are descriptions of the transactions in the Common Stock effected by
Cumberland within the 60 day period prior to the date of this filing.
Cumberland is no longer the beneficial owner of more than 5 percent of the
Common Stock outstanding. Accordingly, until such time as Cumberland
acquires, directly or indirectly, beneficial ownership of additional Common
Stock in excess of the 5 percent threshold, Cumberland is no longer required
to report pursuant to Rule 13d-1 with respect to the Common Stock.
____________________
* Based on 27,653,628 shares of Common Stock outstanding as of the
date hereof, as indicated in the Company's Form 10-Q for the fiscal quarter
ended September 30, 1993, filed with the SEC.
** As to 926,000 Shares of which, there is sole power to dispose or to
direct the disposition of such Shares; as to 107,000 Shares of which, there is
shared power to dispose or to direct the disposition of such Shares because
six of the account holders may be deemed beneficial owners of such Shares
pursuant to Rule 13d-3 under the Act as a result of their right to terminate
their respective discretionary accounts within a period of 60 days.
*** Cumberland Associates has no voting power with respect to any of the
Shares.
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 31, 1994
CUMBERLAND ASSOCIATES
By: /s/ Richard Reiss, Jr.
Richard Reiss, Jr.
General Partner
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APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
DATE OF NO. OF UNITS NO. OF UNITS PRICE PER
TRANSACTION PURCHASED SOLD UNIT
12/29/93 100,000 $6
12/30/93 100,000 $6 1/8
1/10/94 38,500 $6 5/8
1/12/94 10,600 $7
1/13/94 34,200 $7
1/14/94 100,000 $7
1/20/94 50,000 $7 1/8
1/24/94 100,000 $7 3/8
1/28/94 100,000 $7 1/4
* Each of the transactions set forth in this Appendix was a regular way
transaction.
