PRIME HOSPITALITY CORP
424B3, 1995-04-25
HOTELS & MOTELS
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<PAGE>   1
 
                                       Filed pursuant to Rules 424(b)(3); 424(c)
                                                       Registration No. 33-58047
 

                            PRIME HOSPITALITY CORP.
                   PROSPECTUS SUPPLEMENT DATED APRIL 25, 1995
                       TO PROSPECTUS DATED APRIL 19, 1995
 
     On April 25, 1995, the Company filed with the Commission pursuant to the
Securities Exchange Act of 1934 a Current Report on Form 8-K, the text of which
is set forth below. The information in this Prospectus Supplement should be read
in conjunction with the Prospectus dated April 19, 1995.
 
     Prime Hospitality Corp. (the "Company" or "Prime") announced its results
for the first quarter ended March 31, 1995. For the quarter, Prime reported
earnings of $4.2 million or $.13 per share before extraordinary items as
compared to $2.8 million or $.09 per share in the first quarter of 1994. Income
from recurring operations increased by 89% to $.13 per share in the first
quarter of 1995 from $.07 per share in the first quarter of 1994.
 
EARNINGS SUMMARY
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                     1994(1)         1995
                                                                     --------      --------
    <S>                                                              <C>           <C>
    Total revenues.................................................  $ 28,079      $ 48,238
 
    Costs and expenses:
         Direct hotel operating expenses...........................    13,394        27,179
         Occupancy and other.......................................     2,250         2,610
         General and administrative................................     3,644         3,873
         Depreciation and amortization.............................     1,941         3,976
                                                                     --------      --------
              Total costs and expenses.............................    21,229        37,638
                                                                      =======       =======
 
    Operating income...............................................     6,850        10,600
                                                                     --------      --------
    Interest expense...............................................     3,632         4,100
                                                                     --------      --------
 
    Income before nonrecurring items, net of taxes.................     2,228         4,208
    Nonrecurring items, net of taxes...............................       612            --
                                                                     --------      --------
    Income before extraordinary items..............................     2,840         4,208
    Extraordinary items -- gains on discharges of indebtedness, net
      of taxes.....................................................       111             7
                                                                     --------      --------
    Net income.....................................................  $  2,951      $  4,215
                                                                      =======       =======
 
    Net income per common share:
         Income before nonrecurring items..........................      $.07          $.13
         Nonrecurring items........................................        02            --
                                                                         ----          ----
         Income before extraordinary items.........................       .09           .13
         Extraordinary items.......................................        --            --
                                                                         ----          ----
    Net income per common share....................................      $.09          $.13
                                                                         ----          ----
                                                                         ----          ----
    Other data:
         Earnings before interest, taxes, depreciation and
           amortization............................................  $  8,791      $ 14,575
</TABLE>
 
- ---------------
 
(1) Earnings per share have been restated for 1994 to reflect a 9.4% retroactive
    reduction in the number of shares distributed under the plan of
    reorganization of the Company's predecessor.
 
                                       S-1
<PAGE>   2
 
     The Company attributed the earnings increase to continued growth in room
rates at comparable hotels and the addition of 11 hotels through acquisition or
construction during 1994. During the quarter, revenue per available room
increased by 8.5% at the comparable owned hotels reflecting the Company's
repositioning efforts, yield management programs and improvements in the
industry.
 
     On April 19, 1995, Prime offered for sale $75 million of Convertible
Subordinated Notes due April 15, 2002. The notes bear interest at 7% and are
convertible into common stock at a price of $12 per share at the option of the
holder. The offering is scheduled to be consummated on April 26, 1995. The issue
also includes an additional $11,250,000 of notes that are subject to a 30-day
option granted to the underwriters to cover over-allotments, if any. The Company
plans to use the proceeds primarily to finance the development and acquisition
of hotels or hotel portfolios.
 
     Prime Hospitality owns or manages 87 hotels throughout the United States
under its proprietary tradenames AmeriSuites and Wellesley Inns, and under
franchise agreements with national hotel chains, including Marriott, Radisson,
Sheraton, Holiday Inn, Ramada and Howard Johnson.
 
                                       S-2


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