<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PRIME HOSPITALITY CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
741917108
(CUSIP Number)
Mr. K. Tucker Andersen
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 10, 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 [ ].
Page 1 of 6 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP No. 741917108 PAGE 2 of 6 PAGES
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
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,222,800
10 SHARED DISPOSITIVE POWER
205,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,427,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
PN, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Item 1. Security and Issuer.
This Amendment No. 2, 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 and restates the Schedule
13D, dated September 21, 1993 (the "Schedule 13D"), as amended by Amendment
No. 1 thereto, dated October 1, 1993, 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:
Page 3 of 6 Pages
<PAGE> 4
<TABLE>
<S> <C>
Number of Shares Percentage*
---------------- ----------
1,427,800 (1)(2) 5.2%
</TABLE>
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.
- ----------------------------------
* 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.
(1) As to 1,222,800 Shares of which, there is sole power to
dispose or to direct the disposition of such Shares; as to 205,000 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.
(2) Cumberland Associates has no voting power with respect to any
of the Shares.
Page 4 of 6 Pages
<PAGE> 5
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 13, 1994
CUMBERLAND ASSOCIATES
By: /s/ K. Tucker Andersen
----------------------
K. Tucker Andersen
General Partner
Page 5 of 6 Pages
<PAGE> 6
APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
<TABLE>
<CAPTION>
DATE OF NO. OF UNITS NO. OF UNITS PRICE PER
TRANSACTION PURCHASED SOLD UNIT
- ----------- ------------ ------------ ---------
<S> <C> <C>
12/29/93 100,000 $6
12/30/93 100,000 $6 1/8
1/10/94 38,500 $6 5/8
</TABLE>
- -----------------
* Each of the transactions set forth in this Appendix was a regular way
transaction.
Page 6 of 6 Pages
<PAGE> 7
Attachment No. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PRIME HOSPITALITY CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
741917108
(CUSIP Number)
Mr. K. Tucker Andersen
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)
September 23, 1993
(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 [ ].
Page 1 of 6 Pages
<PAGE> 8
SCHEDULE 13D
CUSIP No. 741917108 PAGE 2 of 6 PAGES
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
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,269,800
10 SHARED DISPOSITIVE POWER
396,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,666,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON*
PN, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
Item 1. Security and Issuer.
This Amendment No. 1, 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"), 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 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented
by the following:
The aggregate purchase price of the additional Shares
purchased by Cumberland on behalf of Cumberland Partners, LongView Partners and
the other managed accounts was $1,414,375. Of this amount, Cumberland invested
approximately $910,625 on behalf of Cumberland Partners, approximately $251,875
on behalf of LongView Partners and approximately $251,875 on behalf of the
other managed accounts.
Page 3 of 6 Pages
<PAGE> 10
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:
<TABLE>
<CAPTION>
Number of Shares Percentage*
---------------- ----------
<S> <C>
1,666,300 (1) (2) 7.0%
</TABLE>
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.
- ----------------------------------
* Based on 23,917,022 shares of Common Stock outstanding as of
the date hereof, as indicated in the Company's Form 10-Q for the fiscal quarter
ended June 30, 1993, filed with the SEC.
(1) As to 1,269,800 Shares of which, there is sole power to
dispose or to direct the disposition of such Shares; as to 396,500 Shares of
which, there is shared power to dispose or to direct the disposition of such
Shares because seven 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.
(2) Cumberland Associates has no voting power with respect to any
of the Shares.
Page 4 of 6 Pages
<PAGE> 11
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: October 1, 1993
CUMBERLAND ASSOCIATES
By: /s/ K. Tucker Andersen
-----------------------
K. Tucker Andersen
General Partner
Page 5 of 6 Pages
<PAGE> 12
APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
<TABLE>
<CAPTION>
DATE OF NO. OF UNITS NO. OF UNITS PRICE PER
TRANSACTION PURCHASED SOLD UNIT
- ----------- ------------ ------------ ---------
<S> <C> <C>
9/7/93 96,900 $3.625
9/8/93 30,300 $3.419
9/14/93 190,000 $3.75
9/23/93 365,000 $3.875
</TABLE>
- ---------------------------
* Each of the transactions set forth in this Appendix was a regular way
transaction.
Page 6 of 6 Pages
<PAGE> 13
Attachment No. 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
September 14, 1993
(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 [X].
Page 1 of 9 Pages
<PAGE> 14
SCHEDULE 13D
CUSIP No. 741917108 PAGE 2 of 9 PAGES
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
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 969,800
10 SHARED DISPOSITIVE POWER
331,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,301,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON*
PN, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 15
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01
(the "Common Stock" or the "Shares"), of Prime Hospitality Corp. (the
"Company"), which has its principal executive offices at 700 Route 46 East,
Fairfield, New Jersey 07004.
Item 2. Identity and Background.
This statement is being filed by Cumberland Associates.
Cumberland Associates is a limited partnership organized under the laws of the
State of New York, and is engaged in the business of managing, on a
discretionary basis, ten securities accounts, the principal one of which is
Cumberland Partners. The address of the principal business and office of
Cumberland Associates is 1114 Avenue of the Americas, New York, New York 10036.
K. Tucker Andersen, Richard Reiss, Jr., Oscar S. Schafer and
Bruce G. Wilcox are the general partners (the "General Partners") of Cumberland
Associates. The business address of each of the General Partners is the same
as that of Cumberland Associates. Each of the General Partners is a citizen of
the United States.
Neither Cumberland Associates nor any of the General Partners
have, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has any such
person, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
any such person
Page 3 of 9 Pages
<PAGE> 16
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.
As of the date hereof, Cumberland Associates held and
beneficially owned 1,301,300 shares of Common Stock. The aggregate purchase
price of the Common Stock purchased by Cumberland Associates on behalf of
Cumberland Partners and the other managed accounts was $4,622,046. Of this
amount, Cumberland Associates invested approximately $3,157,962 on behalf of
Cumberland Partners, approximately $227,400 on behalf of LongView Partners and
approximately $1,236,684 on behalf of seven of Cumberland Associates' other
account holders. The source of funds for the purchase of all such Common Stock
by Cumberland Associates was a combination of investment capital contributed by
Cumberland Partners, LongView Partners and the seven other managed accounts and
margin borrowings through the margin accounts of the account holders maintained
with Morgan Stanley & Co. Incorporated.
By virtue of Rule 13d-3 under the Securities Exchange Act of
1934 (the "Act") each of the General Partners may be deemed the beneficial
owner of all of the Common Stock purchased by Cumberland Associates on behalf
of Cumberland Partners, LongView Partners and the other managed accounts, and
therefore each General Partner may be deemed to have invested the aggregate
amount of funds noted
Page 4 of 9 Pages
<PAGE> 17
above. None of the General Partners, however, has independently invested any
of his funds for the purpose of purchasing the Common Stock.
Item 4. Purpose of Transaction.
Cumberland Associates has purchased, on behalf of its
discretionary accounts, the Common Stock in order to acquire an equity interest
in the Company. As of the date hereof, Cumberland Associates is holding such
Common Stock solely for investment and it has no present plans or proposals
with respect to any material change in the Company's business or corporate
structure or, generally, any other action referred to in instructions (a)
through (j) of Item 4 of the form of Schedule 13D. Depending on market
conditions and other factors, Cumberland Associates may continue purchases of
Common Stock or may sell or otherwise dispose of all or portions of such Common
Stock, if such sales and purchases would be desirable investments for the
portfolios of its accounts.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, Cumberland Associates beneficially
owned the aggregate number and percentage of outstanding Common Stock set forth
below:
Page 5 of 9 Pages
<PAGE> 18
<TABLE>
<CAPTION>
Number of Shares Percentage*
---------------- ----------
<S> <C>
1,301,300 (1) (2) 5.4%
</TABLE>
Set forth in Appendix A attached hereto and incorporated herein by
reference are descriptions of the transactions in the Common Stock effected by
Cumberland Associates within the 60 day period prior to the date of this
filing.
In addition, each of the General Partners may, by virtue of his
position as general partner of Cumberland Associates, be deemed, pursuant to
Rule 13d-3 under the Act, to own beneficially the Common Stock of which
Cumberland Associates would possess beneficial ownership. Other than in their
respective capacities as general partners of Cumberland Associates, however,
none of the General Partners is the beneficial owner of any Common Stock.
- ----------------------
* Based on 23,917,022 shares of Common Stock outstanding as of the date
hereof, as indicated in the Company's Form 10-Q for the fiscal quarter ended
June 30, 1993, filed with the SEC.
(1) As to 969,800 Shares of which, there is sole power to dispose or to
direct the disposition of such Shares; as to 331,500 Shares of which, there is
shared power to dispose or to direct the disposition of such Shares because
seven 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.
(2) Cumberland Associates has no voting power with respect to any of
the Shares.
Page 6 of 9 Pages
<PAGE> 19
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to its management agreements with all of the accounts
except Cumberland Partners and LongView Partners, Cumberland Associates
receives an annual management fee from each account holder, which includes a
participation in the net appreciation during the preceding fiscal or calendar
year in the value of the securities in each account. In the case of the
accounts of Cumberland Partners and LongView Partners, the management fee paid
each year to Cumberland Associates by each of Cumberland Partners and LongView
Partners does not include such profit participation.
Except as otherwise set forth in this statement, to the best
knowledge of the undersigned, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among or between the
undersigned, the General Partners and any other person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
No Exhibits are filed herewith.
Page 7 of 9 Pages
<PAGE> 20
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: September 21, 1993
CUMBERLAND ASSOCIATES
By: /s/ Richard Reiss, Jr.
----------------------
Richard Reiss, Jr.
General Partner
Page 8 of 9 Pages
<PAGE> 21
APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
<TABLE>
<CAPTION>
DATE OF NO. OF UNITS NO. OF UNITS PRICE PER
TRANSACTION PURCHASED SOLD UNIT
- ----------- ------------ ------------ ---------
<S> <C> <C>
9/7/93 96,900 $3.625
9/8/93 30,300 $3.419
9/14/93 190,000 $3.75
</TABLE>
- ---------------------------
* Each of the transactions set forth in this Appendix was a regular way
transaction.
Page 9 of 9 Pages
