<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 17, 1996
PRIME HOSPITALITY CORP.
(Exact name of Registrant as specified in its charter)
COMMISSION FILE NO. 1-6869
DELAWARE 22-2640625
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
700 ROUTE 46 EAST, FAIRFIELD, NEW JERSEY 07004
(address of principal executive offices) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201)882-1010
================================================================================
<PAGE> 2
Item 5. Other Events
On July 17, 1996, Prime Hospitality Corp. announced its results for
the second quarter ended June 30, 1996. See Exhibit 99.1.
Item 7. Exhibits
99.1 Press Release, dated July 17, 1996, with respect to earnings
for the second quarter ended June 30, 1996.
<PAGE> 3
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 therunto duly authorized.
PRIME HOSPITALITY CORP.
Date: July 17, 1996 By: /s/ David A. Simon
------------------
David A. Simon, President and
Chief Executive Officer
Date: July 17, 1996 By: /s/ John M. Elwood
------------------
John M. Elwood, Executive Vice
President and Chief Financial Officer
-2-
<PAGE> 4
EXHIBIT INDEX
-------------
Exhibit 99.1 Press Release, dated July 17, 1996, with respect to earnings
for the second quarter ended June 30, 1996.
<PAGE> 1
Fairfield, NJ - Prime Hospitality Corp. (NYSE-PDQ) reported a 43% increase
in earnings per share from recurring operations to $.20 per fully diluted
share in the second quarter of 1996 from $.14 per share in the prior
year's quarter. Net income for the quarter was $7.2 million or $.20 per
fully diluted share compared to $5.0 million or $.15 per share in 1995.
Prior year results included gains on property transactions of $.01 per share.
The earnings increase reflects the addition of 36 hotels over the past year
and an increase in revenue per available room ("REVPAR") at comparable
owned hotels of 11.7%. Results were driven by a strong performance at
the Company's AmeriSuites hotels, which registered a 15.9% REVPAR
increase for comparable hotels. In addition, the Company's comparable
full-service and limited-service hotels reported REVPAR increases of 11.6%
and 6.9%, respectively.
For the first half of 1996, earnings per share from recurring operations
increased by 37% to $.37 per fully-diluted share from $.27 per share in
1995. Net income for the six-month period was $15.1 million or $.42 per
share compared to $9.2 million or $.28 per share in 1995.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
increased by 47% and 40% for the three and six month periods,
respectively.
Prime continues to make significant progress in its expansion of its
AmeriSuites brand. During 1996, six new AmeriSuites have been opened in
Miami (2), Dallas (2), Cleveland and Detroit, bringing the number of
AmeriSuites hotels owned and operated by the Company to 25. Prime has
20 AmeriSuites under construction and sites for 25 more under contract.
Prime expects to have 39 AmeriSuites in operation by the end of 1996
and seeks to have more than 70 AmeriSuites open by the end of 1997.
In order to finance this growth, on June 28, 1996, the Company
established a five-year secured revolving credit facility of up to $100
million, bearing an
<PAGE> 2
interest rate of 2.25% over LIBOR. As of July 15, the Company had borrowed $40
million under the revolving credit facility and had additional borrowing
availability of approximately $22 million. On July 2, 1996, the Company filed
with the Securities and Exchange Commission a registration statement to issue
7,500,000 shares of Common Stock, which is estimated to result in net proceeds
of approximately $118.5 million based on the $16.625 per share closing price of
the Common Stock on the filing date. An additional 1,125,000 shares may also
be issued pursuant to an over-allotment option granted to the underwriters.
Prime Hospitality owns or manages 98 hotels under its proprietary trade names
AmeriSuites and Wellesley Inns , and under franchise agreements with national
hotel chains including Marriott, Radisson, Sheraton, Crowne Plaza, Holiday Inn,
Ramada and Howard Johnson.
Prime Hospitality Corp.
Earnings Summary
($ in thousands, except per share and hotel data amounts)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1996 1995 Change
---- ---- ------
<S> <C> <C> <C>
Total revenues $69,892 $51,703 35%
======= =======
Recurring income 7,163 4,552 57%
Non-recurring items, net of taxes -- 363
------- -------
Income before extraordinary items 7,163 4,915 46%
Extraordinary items 27 54
------- -------
Net income $ 7,190 $ 4,969 45%
======= =======
Fully diluted earnings per share:
Recurring income $.20 $.14 43%
Non-recurring items -- .01
---- ----
Income before extraordinary items .20 .15 33%
Extraordinary items -- --
---- ----
Earnings per share $.20 $.15 33%
==== ====
Other data:
EBITDA $23,318 $15,856 47%
REVPAR - comparable hotels $52.99 $47.46 12%
</TABLE>
<PAGE> 3
Prime Hospitality Corp.
Earnings Summary
($ in thousands, except per share and hotel data amounts)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995 Change
---- ---- ------
<S> <C> <C> <C>
Total revenues $128,506 $99,941 29%
======== =======
Recurring income 12,898 8,760 47%
Non-recurring items, net of taxes 2,057 363
-------- -------
Income before extraordinary items 14,955 9,123 64%
Extraordinary items 176 61
-------- -------
Net income $ 15,131 $ 9,184 65%
======== =======
Fully diluted earnings per share:
Recurring income $.37 $.27 37%
Non-recurring items .05 .01
---- ----
Income before extraordinary items .42 .28 50%
Extraordinary items -- --
---- ----
Earnings per share $.42 $.28 50%
==== ====
Other data:
EBITDA $42,683 $30,431 40%
REVPAR - comparable hotels $49.87 $44.75 11%
</TABLE>
A registration statement relating to the Common Stock has been filed with the
Securities and Exchange Commission, but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities law of any such state.
