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PROSPECTUS SUPPLEMENT TO Filed Pursuant to Rule 424(b)(3)
PROSPECTUS DATED FEBRUARY 10, 1998 SEC File No. 333-45551
AND PROSPECTUS SUPPLEMENTS DATED APRIL 8, 1998
AND JUNE 24, 1998
PRIME HOSPITALITY CORP.
Common Stock
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The date of this Prospectus Supplement is September 25, 1998
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The following information supplements the Prospectus dated February 10,
1998 of Prime Hospitality Corp., a Delaware corporation (the "Company"), as
supplemented by the Prospectus Supplements dated April 8, 1998 and June 24,
1998, relating to the offering of up to 3,637,832 presently outstanding shares
(the "Shares") of Common Stock, par value $.01 per share (the "Common Stock") of
the Company from time to time by certain stockholders (the "Selling
Stockholders").
The following information is substituted in place of the table of Selling
Stockholders under "Selling Stockholders" to reflect the distributions of Shares
by certain previously identified Selling Stockholders to their respective
partners subsequent to February 10, 1998:
No. of Shares
Owned Prior
Selling Stockholder to the
- ------------------- Offering
--------
Developer Extended Stay Partners, L.P. (1).................. 427,442
Robert A. Faith (2)......................................... 890,017
Harlan R. Crow (3).......................................... 1,416,825
Crow Hotel Realty Investors, L.P. (4)....................... 970,568
Crow Family, Inc. (5)....................................... 1,413,789
Greystar Capital Partners, L.P. (6) (11).................... 360,952
Greystar Holdings, Inc. (6) (8)............................. 18,203
Clifford A. Breining (7).................................... 856
CFP Residential, L.P. (7)................................... 27,069
Patrick W. Dukes (7)........................................ 1,603
E. Garth Erdossy (7)........................................ 4,165
Robert M. Hutt (7).......................................... 1,923
Randy J. Pace (7)........................................... 3,530
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No. of Shares
Owned Prior
Selling Stockholder to the
------------------- Offering
--------
J. Ronald Terwilliger (7)................................... 27,081
Bruce C. Ward (7)........................................... 7,663
JMI Investments ES 1996, Inc. (9)........................... 1,050,018
JMI Realty (10)............................................. 129,044
John J. Moores (11)......................................... 338,286
John J. Moores Jr. Trust (11)............................... 155,430
Jennifer Ann Moores Trust (11).............................. 155,430
Rachel Erin Shulman Trust (11).............................. 13,816
Jason Brian Shulman Trust (11).............................. 13,816
Britton Lee Baas Trust (11)................................. 13,816
Seth Joseph Baas Trust (11)................................. 13,816
Roseanne Elaine Baas Trust (11)............................. 13,816
Christopher Nathan Baas Trust............................... 13,816
Melissa Kristen Moores Trust (11)........................... 13,816
Charles E. Noell, III (11).................................. 13,816
Joel K. Oldham, IV (12)..................................... 19,621
Mark Thomas Spiegel (13).................................... 12,713
Jeffery T. Roberts (11)..................................... 34,540
William B. Buchanan, Jr. (11)............................... 6,908
Greystar Partners L.P. (14)................................. 116,106
David J. Elwell (7)......................................... 535
David J. Hubbard (7)........................................ 9,064
Brian K. Cranor (7)......................................... 2,140
James E. Thomas, Jr. (7).................................... 4,052
Leonard W. Wood Family LP (7)............................... 10,943
Joel S. Ehrenkranz (15)..................................... 6,600
Sanford B. Ehrenkranz (15).................................. 3,020
Roger A. Goldman (15)....................................... 1,175
Hans Albrecht (15).......................................... 66,921
Courtland Associates (15)................................... 237,486
Leslie A. Brenner (15)...................................... 125
Laurence W. Cohen (15)...................................... 1,007
Rachel Covington (15)....................................... 125
Amy G. Birmingham (15)...................................... 447
Clyde P. Holland, Jr. (7)................................... 5,628
Scott A. Matthews (7)....................................... 2,138
Jennifer L. Moriarity (7)................................... 428
Donald W. White (7)......................................... 428
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No. of Shares
Owned Prior
Selling Stockholder to the
- ------------------- Offering
--------
Douglas L. Daley (7)....................................... 214
Michael Collins (7)........................................ 214
Douglas A. Hoeksema (7).................................... 3,206
Brad D. Bryant (7)......................................... 214
Greg W. Iglehart (7)....................................... 1,603
Chris D. Wheeler (7)....................................... 2,850
(1) Shares owned by Developer Extended Stay Partners, L.P. ("DESP LP") will be
voted by its general partner, DESP General Partner, L.L.C., until such time
as such shares are distributed by such partnership to its partners, TCR
Extended Stay I Limited Partnership ("TCR") and Greystar Realty Services,
L.P. ("Greystar Realty Services").
(2) Includes 18,203 shares owned by Greystar Holdings, Inc. ("GHI") of which
Mr. Faith is the sole stockholder. Mr. Faith disclaims beneficial ownership
of all such shares held by GHI. Includes 427,442 shares owned by DESP LP as
to which Mr. Faith has shared voting power as a result of his indirect
ownership of a percentage interest in DESP General Partner, L.L.C., the
sole general partner of such partnership. Mr. Faith disclaims beneficial
ownership of all such shares beyond his percentage ownership therein. Also
includes (i) 259,051 shares distributed by JMI/Greystar Extended Stay
Partners, L.P. ("JMI/Greystar ESP") to JMI Investments ES 1996, Inc., as
one of its limited partners ("JMI 1996"), and subsequently distributed by
JMI 1996 to Mr. Faith, as one of its limited partners, and (ii) 103,335
shares distributed by JMI/Greystar Realty Partners L.P. ("JMI/Greystar
Realty") to Greystar Partners, L.P. ("Greystar Partners"), as one of its
limited partners, and subsequently distributed by Greystar Partners to Mr.
Faith, as one of its limited partners. Also includes 81,986 shares of Prime
Common Stock issuable pursuant to fully vested options granted under the
Homegate Hospitality, Inc. 1996 Long-Term Incentive Plan (the "1996 Plan").
(3) Includes 15,779 shares owned by Crow Family, Inc., of which Mr. Crow is the
sole director. Includes 970,568 shares owned by Crow Hotel Realty
Investors, L.P., as Crow Family, Inc. is the sole general partner of each
such partnership. Also includes 427,442 shares owned by DESP LP, as to
which Mr. Crow has shared voting power as a result of Crow Family, Inc.'s
ownership of a percentage interest in DESP General Partner, L.L.C., the
sole general partner of such partnership and 3,036 fully vested options
granted under the 1996 Plan to non-employee directors. Mr. Crow disclaims
beneficial ownership of all shares other than the shares subject to an
option to acquire 3,036 shares of Prime's Common Stock granted under the
1996 Plan.
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(4) Includes 910,633 shares distributed by CRI/ESH Partners, L.P. ("CRI/ESH")
to Crow Hotel Realty Investors, L.P., as one of its limited partners.
(5) Includes 8,420 shares owned by Crow Family, Inc., as the general partner of
ESH Partners, L.P. and 7,359 shares owned directly by Crow Family, Inc.
Includes 970,568 shares owned by Crow Hotel Realty Investors, L.P., of
which Crow Family, Inc. is the sole general partner. Also includes 427,442
shares owned by DESP LP as a result of Crow Family, Inc.'s ownership of a
percentage interest in DESP General Partner, L.L.C., the sole general
partner of such partnership.
(6) Consists of shares distributed by DESP LP to Greystar Realty Services, as
one of its limited partners and subsequently distributed by Greystar Realty
Services to the holder, as a partner.
(7) Consists of shares distributed by DESP LP to TCR, as one of its limited
partners, and subsequently distributed by TCR to the holder, as a limited
partner.
(8) Consists of (i) 13,816 shares distributed by JMI/Greystar ESP to GHI as its
general partner, (ii) 2,370 shares distributed by JMI/Greystar Realty to
GHI as its general partner, and (iii) 1,161 shares distributed by
JMI/Greystar Realty to Greystar Partners, as one of its limited partners,
and subsequently distributed by Greystar Partners to GHI, as its general
partner.
(9) Consists of shares distributed by JMI/Greystar ESP to JMI 1996, as one of
its limited partners. All such shares were subsequently distributed by JMI
1996 to its partners.
(10) Consists of (i) 10,569 shares distributed by JMI/Greystar ESP to JMI 1996,
as one of its limited partners, and subsequently distributed by JMI 1996 to
JMI Realty, as one of its limited partners, and (ii) 118,475 shares
distributed by JMI/Greystar Realty to JMI Realty, as one of its limited
partners.
(11) Consists of shares distributed by JMI/Greystar ESP to JMI 1996, as one of
its limited partners, and subsequently distributed to the holder, as a
limited partner.
(12) Consists of (i) 13,816 shares distributed by JMI/Greystar ESP to JMI 1996,
as one of its limited partners, and subsequently distributed by JMI 1996 to
Mr. Oldham, as a limited partner, and (ii) 5,805 shares distributed by
JMI/Greystar Realty to Greystar Partners, as one of its limited partners,
and subsequently distributed by Greystar Partners to Mr. Oldham, as a
limited partner.
(13) Consists of (i) 6,908 shares distributed by JMI/Greystar ESP to JMI 1996,
as one of its limited partners, and subsequently distributed by JMI 1996 to
Mr. Spiegel, as a limited partner, and (ii) 5,805shares distributed by
JMI/Greystar Realty to Greystar Partners, as one of its limited partners,
and subsequently distributed by Greystar Partners to Mr. Spiegel, as a
limited partner.
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(14) Consists of shares distributed by JMI/Greystar Realty to Greystar Partners,
as a limited partner. Greystar Partners subsequently distributed all such
shares to its partners.
(15) Consists of shares distributed by CRI/ESH to the holder as a limited
partner.
