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FORM 10-Q/A
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
(MARK ONE)
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO
________________
Commission File No. 1-6869
PRIME HOSPITALITY CORP.
(Exact name of registrant as specified in its charter)
Delaware 22-2640625
(State or other jurisdiction of (I.R.S. employer)
incorporation or organization) identification no.)
700 Route 46 East, Fairfield, New Jersey 07004
(Address of principal executive offices)
(201) 882-1010
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
--- -----
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes x No
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The registrant had 30,861,824 shares of common stock, $.01 par value
outstanding, as of August 7, 1995.
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PRIME HOSPITALITY CORP. AND SUBSIDIARIES
INDEX
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . 1
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 3(a) Restated Certificate of Incorporation of the
Company, as amended
Exhibit 27 Financial Data Schedule (previously filed)
(b) On April 25, 1995 a report on Form 8-K was filed announcing
the Company's first quarter earnings.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PRIME HOSPITALITY CORP.
Date: April 30, 1996 By: /s/ David A. Simon
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David A. Simon, President and
Chief Executive Officer
Date: April 30, 1996 By: /s/ John M. Elwood
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John M. Elwood, Executive
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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Ex-3(a) Restated Certificate of
Incorporation, as amended
Ex-27 Financial Data Schedule
(Previously filed)
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
PRIME HOSPITALITY CORP.
Adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law
Prime Hospitality Corp., a Delaware corporation (the "Corporation"), by its
Chairman and President, David A. Simon, and attested by its Secretary, Joseph
Bernadino, DOES CERTIFY that:
1. The Restated Certificate of Incorporation of the Corporation,
filed in the office of the Secretary of State, State of Delaware on
June 9, 1992, is amended by amending Article Fourth in its entirety
as follows:
Fourth. (a) the total number of shares of capital stock
which the corporation shall have the authority to issue is
95,000,000. consisting of: (i) 75,000,000 shares of Common
Stock, par value of $0.01 per share; and (ii) 20,000,000
shares of Preferred Stock, par value $0.10 per share. Each
holder of Common Stock shall be entitled to one vote per share
of Common Stock with respect to votes of stockholders at
annual or special meetings of the stockholders. The Preferred
Stock may be issued from time to time in one or more series.
The Board is expressly authorized at any time, and from time
to time, to provide for the issuance of shares of Preferred
Stock in one or more series, for such consideration (not less
than its par value) and with such designations, powers,
preferences and relative, participating, optional or other
special rights, and such qualifications, limitations or
restrictions, as shall be determined by the Board and fixed by
resolution or resolutions adopted by the Board providing for
the number of shares in each such series. In compliance with
Section 1123(a) (6) of the Bankruptcy Code, no nonvoting
equity securities of the Corporation shall be issued hereunder
by the Corporation.
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(b) Holders of Common Stock shall not have
preemptive or other rights to subscribe for additional shares
of Common Stock, or other shares of the Corporation.
2. The Board of Directors of the Corporation, at a meeting held on
March 21, 1995, adopt a resolution proposing and declaring advisable the
amendment to the Restated Certificate of Incorporation of the Corporation.
3. Such amendment has been duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law by vote of
the stockholders of the Corporation at the Corporations annual meeting of
stockholders held on May 16, 1995.
IN WITNESS WHEREOF, Prime Hospitality Corp. has caused this
certificate to be executed on its behalf by David A. Simon, its Chairman and
President, hereby declaring and certifying and Joseph Bernadino, its Secretary,
hereby attesting on May 16, 1995, that this is the act and deed of the
Corporation and that the facts herein stated are true.
PRIME HOSPITALITY CORP.
By: /s/ David A. Simon
---------------------------
David A. Simon
President and Chairman of the Board
of Directors
Attest:
/s/ Joseph Bernadino
- ---------------------------------
Joseph Bernadino
Secretary
