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UNITED STATES
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 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
741917108
---------------------------
(CUSIP Number)
A. F. Petrocelli
c/o United Capital Corp.
9 Park Place
Great Neck, New York 11021
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
William H. Gump, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
April 13, 2000
- --------------------------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the
following: [ ]
- --------------------------------------------------------------------------------
<PAGE>
- ------------------- ------------------
CUSIP No. 741917108 13D Page 2 of 21 Pages
- ------------------- ------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. F. Petrocelli
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- ---------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- ---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------- -------- -------------------------------------------------
7 SOLE VOTING POWER
305,000
-------- -------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,503,297
OWNED BY
EACH -------- -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 305,000
-------- -------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,503,297
- ---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,808,297
- ---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- ---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
- ------------------- ------------------
CUSIP No. 741917108 13D Page 3 of 21 Pages
- ------------------- ------------------
- ---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.26%
- ---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
- ------------------- ------------------
CUSIP No. 741917108 13D Page 4 of 21 Pages
- ------------------- ------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United Capital Corp.
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ---------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- ---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------- -------- --------------------------------------------------
7 SOLE VOTING POWER
8,276
-------- --------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,495,021
OWNED BY
EACH -------- --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 8,276
-------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,495,021
- ---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,808,297
- ---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES** [ ]
- ---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
- ------------------- ------------------
CUSIP No. 741917108 13D Page 5 of 21 Pages
- ------------------- ------------------
- ---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.26%
- ---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
- ------------------- ------------------
CUSIP No. 741917108 13D Page 6 of 21 Pages
- ------------------- ------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metex Mfg. Corporation
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ---------- ---------------------------------------------------------------------
5 CHECK 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
2,495,021
-------- --------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH -------- --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,495,021
-------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,808,297
- ---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES** [ ]
- ---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
- ------------------- ------------------
CUSIP No. 741917108 13D Page 7 of 21 Pages
- ------------------- ------------------
- ---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.26%
- ---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ---------- ---------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
This Statement on Schedule 13D is being filed on behalf of each of Mr. A.
F. Petrocelli; United Capital Corp., a Delaware corporation ("United"); and
Metex Mfg. Corp., a New York corporation ("Metex") (together, the "Reporting
Entities").
This Schedule 13D relates to the common stock, par value $.01 per share, of
Prime Hospitality Corp., a Delaware corporation (the "Company"). References
herein to the "Common Stock" are to the common stock of the Company, par value
$.01 per share.
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Common Stock of the Company,
and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The address of the principal executive
offices of the Company is 700 Route 46 East, Fairfield, NJ 07004.
Item 2. Identity and Background.
(a) This statement is filed by each of the Reporting Entities.
(b) The business address of Mr. Petrocelli is c/o Prime Hospitality Corp.,
700 Route 46 East, Fairfield, New Jersey 07004.
The business address of Metex is 970 New Durham Road, Edison, New Jersey
08818.
The business address of United is 9 Park Place, Great Neck, New York 11021.
The directors and executive officers of each of United and Metex are set
forth in Schedule I hereto.
Page 8 of 21 Pages
<PAGE>
(c) Mr. Petrocelli's principal occupation is as Chairman of the Board of
Directors, President and Chief Executive Officer of the Company. His principal
business address is c/o Prime Hospitality Corp., 700 Route 46 East, Fairfield,
New Jersey 07004.
United is principally engaged in the business of the investment in and
management of real estate.
Metex is principally engaged in the business of the manufacture of knitted
wire products.
Mr. Petrocelli serves as the Chairman, President and Chief Executive
Officer of United, and beneficially owns approximately 68% of the issued and
outstanding voting shares of United. This amount includes 500,000 shares of
United held directly by Mr. Petrocelli's wife, Beverly Petrocelli, and as to
which Mr. Petrocelli disclaims beneficial ownership. United owns 100% of the
issued and outstanding voting shares of Metex.
(d) None of the Reporting Entities nor, to the best of their knowledge, any
other entity or person with respect to whom information is provided in response
to this Item, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Entities nor, to the best of their knowledge, any
other entity or person with respect to whom information is provided in response
to this Item, has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
Page 9 of 21 Pages
<PAGE>
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.
(f) Mr. Petrocelli is a United States citizen. United is a Delaware
corporation and Metex is a New York corporation. Each other person with respect
to whom information is provided in response to this Item is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Mr. Petrocelli beneficially owns an aggregate of
2,808,297 shares of Common Stock (including 2,503,747 shares held indirectly
through United and Metex and 260,000 shares underlying employee stock options
which have vested and are exercisable or vest and become exercisable within 60
days). Before the exercise of his stock options, Mr. Petrocelli is not entitled
to any rights as a shareholder of the Company as to the shares covered by the
options.
As of the date hereof, Mr. Petrocelli directly owns 45,000 shares of Common
Stock, which were acquired upon the exercise of employee stock options granted
to Mr. Petrocelli prior to his retention as an officer of the Company pursuant
to the Company's 1992 Employee Stock Option Plan, in connection with Mr.
Petrocelli's prior service as a non-employee director. These stock options had
an exercise price of $3.20 per share; the aggregate exercise price of $144,000
was derived from personal funds. The vested and exercisable stock options
currently held by Mr. Petrocelli were granted pursuant to the Company's 1995
Non-Employee Director Stock Option Plan and have exercise prices of (i) $9.31
Page 10 of 21 Pages
<PAGE>
per share as to 10,000 shares, (ii) $10.00 per share as to 50,000 shares and
$5.91 per share as to 200,000 shares. It is anticipated that if Mr. Petrocelli
were to exercise any stock options, the exercise price would be paid from
personal funds or the transactions would be effected as a cashless exercise.
As of the date hereof, United owns as of record 8,276 shares of Common
Stock. These shares were distributed to United in connection with the Company's
reorganization consummated in 1992 and are held by United for investment
purposes.
As of the date hereof, Metex owns as of record 2,495,021 shares of Common
Stock. The aggregate purchase price of those shares was approximately $18.4
million. The shares were purchased for investment purposes from working capital.
Pursuant to the regulations promulgated under Section 13(d) of the Exchange
Act, by reason of his relationship with the other Reporting Persons as described
in Item 2, Mr. Petrocelli may be deemed the beneficial owner of all of the
shares of Common Stock held for the accounts of United and Metex. Mr. Petrocelli
expressly disclaims beneficial ownership of (i) any of the shares of Common
Stock directly held by United and Metex and (ii) any shares of Common Stock that
are purchasable by him upon exercise of his options until such time as Mr.
Petrocelli purchases any such shares or the options become exercisable within 60
days as described in Rule 13d-3(d)(1).
Item 4. Purpose of Transaction.
The Reporting Entities currently hold the shares of Common Stock reported
herein as an investment. The Reporting
Page 11 of 21 Pages
<PAGE>
Entities continuously evaluate the business and business prospects of the
Company and in the future may, subject to applicable securities and other laws,
market conditions, their assessment of the business prospects of the Company,
and other factors which may become relevant to their holdings, take such actions
with respect to their holdings in the Company as they deem appropriate in light
of the circumstances and conditions existing from time to time. Such actions may
include the purchase of additional Common Stock or securities convertible into
Common Stock in the open market, the purchase of additional Common Stock or
securities convertible into Common Stock in privately negotiated transactions or
otherwise, the disposition, from time to time or at any time, of all or a
portion of the Common Stock or securities convertible into Common Stock now
owned or hereafter acquired, either in a sale(s) of Common Stock in the open
market or the sale(s) of Common Stock or securities convertible into Common
Stock in privately negotiated transactions to one or more purchasers.
In his capacity as Chairman of the Board, President and Chief Executive
Officer of the Company, Mr. Petrocelli may be presented with, and may consider,
preliminary plans, proposals and strategies that are suggested as ways to
improve the performance of the Company, increase stock price and maximize value
for stockholders. To the extent that any such plans, proposals or strategies do
not involve Mr. Petrocelli other than in his capacity as Chairman of the Board,
President and Chief Executive Officer of the Company, they will be reported,
when required, by the Company in accordance with the Exchange Act and the rules
promulgated
Page 12 of 21 Pages
<PAGE>
thereunder. Any plans or proposals involving the Reporting Entities personally,
if they arise, will be reported by the Reporting Entities at such time as is
required under the Exchange Ac and the rules promulgated thereunder.
The Reporting Entities do not currently have any plans or proposals which
relate to or would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, By-laws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated above.
Page 13 of 21 Pages
<PAGE>
As mentioned above, the Reporting Entities may re-evaluate their investment
in the Company. Based on such re-evaluation, they may determine at a future date
to change his position with respect to any action enumerated in items (a)
through (j) above.
Item 5. Interest in Securities of the Issuer.
(a)
Number Percentage
------ ----------
A. F. Petrocelli 2,808,297(1) 6.26%(1)
United Capital Corp. 2,503,297(2) 5.58%(2)
Metex Mfg. Corporation 2,495,021 5.57%
(1) Including options to purchase 260,000 shares of Common Stock which are
exercisable immediately.
Pursuant to the regulations promulgated under Section 13(d) of the Exchange
Act, by virtue of Mr. Petrocelli's relationship with the other Reporting
Persons as described in Item 2, Mr. Petrocelli may be deemed to have shared
power to vote or direct the vote and shared power to dispose or to direct
the disposition of 2,503,297 shares of Common Stock held for the accounts
of United and Metex. Before the exercise of those options, Mr. Petrocelli
is not entitled to any rights as a shareholder of the Company as to the
shares covered by the options. Mr. Petrocelli expressly disclaims
beneficial ownership of (i) any of the shares of Common Stock directly held
by United and Metex and (ii) any shares of Common Stock that are
purchasable by him upon exercise of his options until such time as Mr.
Petrocelli purchases any such shares or the options become exercisable
within 60 days as described in Rule 13d-3(d)(1).
(2) Pursuant to the regulations promulgated under Section 13(d) of the Exchange
Act, by virtue of United's relationship with Metex as described in Item 2,
United may be deemed to have shared power to vote or direct the vote and
shared power to dispose or to direct the disposition of 2,495,021 shares of
Common Stock held for the account of Metex.
Page 14 of 21 Pages
<PAGE>
Except as otherwise set forth in a Schedule 13D or amendment hereto or
thereto of any of the Reporting Entities, each Reporting Entity expressly
disclaims beneficial ownership of any of the shares of Common Stock of the
Company directly owned by any other Reporting Entity and the filing of this
Statement shall not be construed as an admission, for the purposes of Sections
13(d) and 13(g) or under any provision of the Exchange Act or the rules
promulgated thereunder or for any other purpose, that any Reporting Entity is a
beneficial owner of any such shares.
(b)
<TABLE>
<CAPTION>
Sole Shared
Sole Voting Shared Dispositive Dispositive
Power Voting Power Power Power
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
A. F. Petrocelli 305,000(1) 2,503,297(2) 305,000(1) 2,503,297(2)
United Capital Corp. 8,276 2,495,021(3) 8,276 2,495,021(3)
Metex Mfg. Corporation 2,495,021 -0- 2,495,021 -0-
(1) Including options to purchase 260,000 shares of Common Stock which are exercisable
immediately. Before the exercise of those options, Mr. Petrocelli is not entitled to
any rights as a shareholder of the Company as to the shares covered by the options.
Mr. Petrocelli expressly disclaims beneficial ownership of (i) any of the shares of
Common Stock directly held by United and Metex and (ii) any shares of Common Stock
that are purchasable by him upon exercise of his options until such time as Mr.
Petrocelli purchases any such shares or the options become exercisable within 60 days
as described in Rule 13d-3(d)(1).
(2) Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, by
virtue of Mr. Petrocelli's relationship with the other Reporting Persons as described
in Item 2, Mr. Petrocelli may be deemed to have shared power to vote or direct the
vote and shared power to dispose or to direct the disposition of 2,503,297 shares of
Common Stock held for the accounts of United and Metex.
(3) Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, by
virtue of United's relationship with Metex as described in Item 2, United may be
deemed to have shared power to vote or direct the vote and shared power to dispose or
to direct the disposition of 2,495,021 shares of Common Stock held for the account of
Metex.
</TABLE>
Page 15 of 21 Pages
<PAGE>
(c) Other than as set forth below, during the last sixty days there have
been no transactions in the Common Stock effected by the Reporting Entities.
During the last sixty days, Metex has purchased an aggregate of 1,245,000 shares
of Common Stock in open market transactions as further described in the
following table:
Date of Nature of Number of Average Price
Transaction Transaction Shares Per Share
- ----------- ----------- --------- -------------
4/11/1999 Purchase 250,000 $7.97
4/12/1999 Purchase 230,000 $8.00
4/13/1999 Purchase 765,000 $8.00
The aggregate purchase price paid by Metex for these shares of Common Stock
was $9,953,750.
(d) Except as set forth in this Statement, no person other than each
respective record owner referred to herein of the Common Stock is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such shares.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Mr. Petrocelli and the Company executed an employment agreement dated as of
September 14, 1998 (the "Agreement") under which Mr. Petrocelli agreed to serve
as President and Chief Executive Officer of the Company. The Agreement provides
for a term of three (3) years. Pursuant to the Agreement, Mr. Petrocelli was
granted a stock option on October 14, 1998 to purchase 1,750,000 shares of
Common Stock, having a term of 10 years. The per share exercise price for the
option is $5.91, which represents the fair
Page 16 of 21 Pages
<PAGE>
market value of the Common Stock as of October 14, 1998. The Agreement provides
that the option will vest in two tranches. Tranche A covers 1,000,000 shares of
Common Stock, which shares vest and become exercisable in increments of 200,000
shares on each anniversary from the date of grant beginning September 14, 1999
through September 13, 2003. Tranche B covers 750,000 shares of Common Stock
which will vest and become exercisable upon the earlier of September 14, 2006 or
the attainment of the following price targets for the Company's Common Stock:
(i) 250,000 shares on the date that the closing price for the Common Stock on
The New York Stock Exchange reaches or exceeds $20 per share; (ii) 250,000
shares on the date that the closing price for the Common Stock on the New York
Stock Exchange reaches or exceeds $25 per share; and (iii) 250,000 shares on the
date that the closing price for the Common Stock on the New York Stock Exchange
reaches or exceeds $30 per share. Other than as described in Item 3 above, these
options have not vested and are not presently exercisable. All vesting is
contingent on Mr. Petrocelli's continuing status as an employee of the Company
on the vesting date. Mr. Petrocelli expressly disclaims beneficial ownership of
any shares of Common Stock that are purchasable by him upon exercise of his
options until such time as Mr. Petrocelli purchases any such shares or the
options become exercisable within 60 days as described in Rule 13d-3(d)(1).
The Agreement may be terminated by the Company at any time, with or without
cause. If the Agreement is terminated by the Company prior to the expiration of
the three year term without
Page 17 of 21 Pages
<PAGE>
cause, or if at the end of the three year period the Agreement is not renewed by
the Company for any additional period, the unvested portion of Tranche A of the
option shall become immediately fully vested. If the Agreement is terminated by
the Company for cause (as such term is defined in the Agreement) or if Mr.
Petrocelli resigns under circumstances not amounting to a constructive
termination of employment, no benefits are payable other than accrued but unpaid
salary and any unpaid bonus earned but unpaid prior to such termination or
resignation.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Entities have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto (the "Joint Filing
Agreement"). The Joint Filing Agreement is attached hereto as Exhibit 1 to this
Schedule 13D.
By virtue of the relationships and understandings among the Reporting
Entities as described in Item 4, the Reporting Entities may be deemed to be a
"group" under the Federal securities laws.
Except as referred to above and in Item 4 of this Schedule 13D, there are
no contracts, arrangements, understandings or relationships among the persons
named in Item 2 or between such persons and any other person with respect to any
securities of the Company.
Item 7. Material to Be Filed as Exhibits.
1. Joint Filing Agreement, dated as of April 24, 2000, by and among the
Reporting Entities.
Page 18 of 21 Pages
<PAGE>
2. Employment Agreement, dated as of September 14, 1998, between Prime
Hospitality Corp. and A.F. Petrocelli (incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ending December 31,
1998 (File No. 001-6869) filed on March 29, 1999).
Page 19 of 21 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 24, 2000
By: /s/ A. F. Petrocelli
------------------------------
Name: A. F. Petrocelli
UNITED CAPITAL CORP.
By: /s/ A. F. Petrocelli
------------------------------
Name: A. F. Petrocelli
Title: Chairman, President and
Chief Executive Officer
METEX MFG. CORPORATION
By: /s/ Anthony J. Miceli
------------------------------
Name: Anthony J. Miceli
Title: Chief Financial Officer
Page 20 of 21 Pages
<PAGE>
EXHIBITS
--------
Exhibit 1 Joint Filing Agreement, dated April 24, 2000, among the
signatories to this Schedule 13D.
Exhibit 2 Employment Agreement, dated as of September 14, 1998,
between Prime Hospitality Corp. and A.F. Petrocelli
(incorporated by reference from the Company's Annual Report
on Form 10-K for the fiscal year ending December 31, 1998
(File No. 001-6869) filed on March 29, 1999).
Page 21 of 21 Pages
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
----------------------------
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned pursuant to and in accordance with the provisions of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, without the
necessity of filing additional joint filing agreements. The undersigned
acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning
it contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that it
knows or has reason to believe that such information is inaccurate. This
Agreement may be executed in any number of counterparts and all of such
counterparts taken together shall constitute one and the same instrument.
Dated: April 24, 2000
By: /s/ A. F. Petrocelli
------------------------------
Name: A. F. Petrocelli
UNITED CAPITAL CORP.
By: /s/ A. F. Petrocelli
------------------------------
Name: A. F. Petrocelli
Title: Chairman, President and
Chief Executive Officer
METEX MFG. CORPORATION
By: /s/ Anthony J. Miceli
------------------------------
Name: Anthony J. Miceli
Title: Chief Financial Officer
<PAGE>
SCHEDULE I
----------
Directors and Executive Officers of United Capital Corp.
- --------------------------------------------------------
Set forth below is the name, position and present principal occupation of each
of the directors and executive officers of United Capital Corp. ("United"). The
business address of each of such persons is 9 Park Place, Great Neck, New York,
11021, and each of such persons is a citizen of the United States.
Present Principal Occupation and
Name Positions with the Reporting Entities
- ---------------- ------------------------------------------------
A.F. Petrocelli Chairman of the Board, President and Chief Executive
Officer of Prime and Chairman of the Board, President
and Chief Executive Officer of United
Howard M. Lorber Chairman of the Board and Chief Executive Officer of
Nathan's Famous, Inc. and Chairman of the Board and
Chief Executive Officer of Hallman & Lorber Associates,
Inc.; Director of United
Arnold Penner Private real estate investor and Director of United
Anthony Maceli Vice President, Chief Financial Officer and Director of
United, and Vice President, Chief Financial Officer and
Director of Metex
<PAGE>
Directors and Executive Officers of Metex Manufacturing Corp.
- -------------------------------------------------------------
Set forth below is the name, position and present principal occupation of each
of the sole director and executive officer of Metex Mfg. Corporation ("Metex").
The business address of such person is 970 New Durham Road, Edison, New Jersey,
08818, and he is a citizen of the United States.
Present Principal Occupation
Name Positions with the Reporting Entities
- ---------------- ------------------------------------------------
Anthony Maceli Vice President, Chief Financial Officer and Director of
United, and Vice President, Chief Financial Officer and
Director of Metex
