<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._______)*
Prime Motor Inns Limited Partnership
(Name of Issuer)
Units of limited partnership interest
(Title of Class of Securities)
741563209
(CUSIP Number)
Dilworth, Paxson, Kalish & Kauffman LLP
3200 Mellon Bank Center
1735 Market Street
Philadelphia, PA 19103
(215) 575-7500
Attn: Lawrence G. McMichael, Esq. and Merritt A. Cole, Esq.
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 6, 1997
(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(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No.741563209 Page 2 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin W. Field
2 CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a) [x]**
(b) [_]
** only until 10/14/97
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
N/A
6 CITIZENSHIP
United States
Number of 7 SOLE VOTING POWER -0-
Shares
Beneficially 8 SHARED VOTING POWER 99,500
Owned by
Each 9 SOLE DISPOSITIVE POWER -0-
Reporting
Person 10 SHARED DISPOSITIVE POWER 99,500
With
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% (5.4% until 10/14/97)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No.741563209 Page 3 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kathleen P. Field
2 CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a) [x]**
(b) [_]
** only until 10/14/97
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
N/A
6 CITIZENSHIP
United States
Number of 7 SOLE VOTING POWER -0-
Shares
Beneficially 8 SHARED VOTING POWER 99,500
Owned by
Each 9 SOLE DISPOSITIVE POWER -0-
Reporting
Person 10 SHARED DISPOSITIVE POWER 99,500
With
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% (5.4% until 10/14/97)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No.741563209 Page 4 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph Selig
2 CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a) [x]**
(b) [_]
** only until 10/14/97
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
N/A
6 CITIZENSHIP
United States
Number of 7 SOLE VOTING POWER -0-
Shares
Beneficially 8 SHARED VOTING POWER -0-
Owned by
Each 9 SOLE DISPOSITIVE POWER -0-
Reporting
Person 10 SHARED DISPOSITIVE POWER -0-
With
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (5.4% until 10/14/97)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
STATEMENT ON SCHEDULE 13D
Item 1. Security and Issuer.
- ------ -------------------
This Statement on Schedule 13D (this "Statement") relates to units of
limited partnership interest (the "Units") of Prime Motor Inns Limited
Partnership, a limited partnership organized under the laws of the State of
Delaware (the "Issuer").
The address of the principal executive offices of the Issuer is: c/o WHI,
4243 Hunt Road, Cincinnati, Ohio 45242.
Item 2. Identity and Background.
- ------ -----------------------
Set forth below is certain information concerning each of the persons
(three individuals) filing this Statement (the "Reporting Persons").
(a) Name: Martin W. Field
----
(b) Business Address: c/o Valley Forge Hilton, 251 West DeKalb Pike,
----------------
King of Prussia, PA 19406
(c) Principal Occupation: Real estate developer and manager. Valley
--------------------
Forge Hilton (Hotel), 251 West DeKalb Pike, King of Prussia, PA
19406
(d), (e) [See below.]
(f) Martin W. Field is a citizen of the United States of America.
- ----------------------------------
(a) Name: Kathleen P. Field
----
(b) Business Address: c/o Valley Forge Hilton, 251 West DeKalb Pike,
----------------
King of Prussia, PA 19406
(c) Principal Occupation: None
--------------------
(d), (e) [See below.]
(f) Kathleen P. Field is a citizen of the United States of America.
- -----------------------------------
(a) Name: Joseph Selig
----
(b) Residential Address: 452 Hidden River Road, Penn Valley, PA 19072
-------------------
(c) Principal Occupation: Retired
--------------------
<PAGE>
(d), (e) [See below.]
(f) Joseph Selig is a citizen of the United States of America.
- -----------------------------------
The Field Family Trust is a trust established by one of the
Reporting Persons, Martin W. Field, as settlor, for individual tax,
estate planning and related purposes. Its address is 1 Logan Square,
Philadelphia, PA 19103-6998.
- -----------------------------------
(d), (e) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, none of the Reporting Persons was 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 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.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
Set forth in the table below is certain information regarding the total
purchase price respectively paid by the Reporting Persons and the Trust referred
to below for the Units which they are reported herein to hold. The Units
reported opposite Joseph Selig's name were sold on Oct. 15, 1997 to a family
trust established by one of the Reporting Persons, Martin W. Field, known as The
Field Family Trust dated September 14, 1993, Joseph M. Broder, Trustee (the
"Trust"). (As noted in Item 5, below, Martin W. Field and Kathleen P. Field
disclaim beneficial ownership of the Units held by the Trust.)
<TABLE>
<CAPTION>
Purchaser No. of Units Total Purchase Price
- --------- ------------ --------------------
<S> <C> <C>
Martin W. Field
and Kathleen P.
Field 99,500 $198,469
Joseph Selig 117,600 $144,125
The Field
Family Trust 117,600 $147,417
</TABLE>
The funds used to effect the various joint purchases of Units by Martin W.
Field and Kathleen P. Field (together, the "Fields") and by Joseph Selig
consisted of their respective personal funds. The funds used by the Trust to
effect its sole purchase of Units were provided from the assets of the Trust.
<PAGE>
Item 4. Purpose of Transaction.
- ------ ----------------------
For purposes of this Item 4, the term "Reporting Persons" refers to Martin
W. Field and Kathleen P. Field, but not to Joseph M. Selig.
At the request of one of the Reporting Persons, Martin W. Field, Joseph
Selig purchased a total of 117,600 Units on behalf of Mr. Field during the
period from June 13, 1997, through October 3, 1997. (Mr. Field had determined
that, pending a continuing evaluation of certain business and credit
considerations, it would be advisable to have Mr. Selig purchase such Units on
his behalf, with the informal understanding that Mr. Field or his designee could
purchase such Units from Mr. Selig upon Mr. Field's request.) Mr. Field
subsequently recommended to the Trustee that the Trust purchase such Units from
Mr. Selig. After evaluating considerations which he deemed relevant, in addition
to Mr. Field's recommendation, the Trustee determined to cause the Trust to
purchase the Units from Mr. Selig; the purchase of Units was effected on October
15, 1997. (The Fields disclaim beneficial ownership of the Units held by the
Trust. See Item 5, below.)
---
The Reporting Persons jointly purchased a total of 99,500 Units in October
1997 in open market transactions in the over-the-counter market.
The Reporting Persons have acquired Units, directly and indirectly, as
described above, because they believed that the Units were undervalued and,
accordingly, constituted a good long-term investment, provided that the various
financial and other problems facing the Issuer were to be promptly and
aggressively addressed. The poor performance of the Issuer has resulted in,
among other things: (i) the possibility that Holiday Inns, Inc. ("HII") might
not renew the franchise agreements for a majority of the Issuer's inns because
the inns no longer meet the required standards; (ii) the delisting of the Units
by the New York Stock Exchange in June 1997; and (iii) the issuance of a "going
concern" qualification by the Issuer's independent accountants, Coopers &
Lybrand, LLP, in their report on the financial statements for the year ended
December 31, 1997. (The troubled history of the Issuer, its poor financial
condition and its operational problems are described by the Issuer in detail in
the publicly available quarterly and annual reports which the Issuer has filed
with the Securities and Exchange Commission.)
The Reporting Persons believe that the Issuer could benefit from new
management who would develop a comprehensive plan to address the Issuer's
problems. Elements of the plan could include, among others: refinancing or
restructuring the Issuer's senior indebtedness, replacing underperforming
properties with stronger hotels and inns, renegotiating arrangements with HII,
and reviewing the performance of the current operating manager engaged by the
Issuer. Accordingly, Mr. Selig, at the Fields' request, joined with certain
other Unit holders in requesting that a special meeting of the partners of the
Issuer be held to vote upon: (a) the removal of Prime-American Realty Corp.
("PARC") as General Partner of the Issuer pursuant to Section 1002 (a) of the
Amended and Restated Agreement of Limited Partnership of the Issuer
("Partnership Agreement"), and (b) if PARC is so removed, the election of
Davenport Management Corp., wholly-owned by Jerome Sanzo, as the substitute
General Partner, pursuant to Section 1002 (d) of the Partnership Agreement. The
Reporting Persons understand that a notice of the special meeting has been sent
to the partners of the Issuer by the General Partner. More recently, such Unit
holders and the Reporting Persons have requested that an additional item be
added to the agenda for the special meeting: the request that the General
Partner submit to the Limited Partners a proposal for the conversion of the
Partnership and its 99%-owned subsidiary, AMI Operating Partners, L.P., to a
corporation in a multi-step transaction as described by the Partnership in Item
2 of the Partnership's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997. However, although Martin W. Field has had discussions regarding these
matters with other Unit holders or their representatives, neither the Reporting
Persons nor the
<PAGE>
Trust has any agreement with or commitment to any other person with regard to
the foregoing matters, including whether to attend the special meeting, in
person or otherwise, to vote their Units for or against any specific proposal.
Neither the Reporting Persons nor the Trust has any contract or agreement
to acquire additional Units from any person. However, the Reporting Persons or
the Trust may purchase or otherwise acquire additional Units (or interests
therein) from time to time for the purposes described above or otherwise if
Units are available at prices they consider to be favorable. The Reporting
Persons anticipate that any such additional purchases would be made in ordinary
open market brokerage transactions or in privately negotiated purchases; neither
the Reporting Persons nor the Trust presently have any plans or proposals to
acquire additional shares by means of a tender offer, merger or other
transaction involving holders of Units generally.
The Reporting Persons and the Trust anticipate that whether they, or any
of them, purchase or otherwise acquire additional Units and, if so, the number
of Units to be purchased by them, will depend upon their continuing evaluation
of a variety of factors, including, among others, the market price of the Units;
the Issuer's financial condition, business and prospects; economic and market
conditions; availability of funds; personal plans; their respective financial
requirements; evaluation of alternative investments and the need of funds for
other purposes.
The Reporting Persons and/or the Trust also may sell or otherwise dispose
at any time or from time to time all or a portion of the Units which they
respectively hold, in open market transactions, privately negotiated
transactions, or otherwise, based upon the foregoing factors.
Except as described in Item 4 of this Statement, the Reporting Persons
presently do not have any plans or proposals which would relate to or would
result in any of the following:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Issuer, 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 Issuer;
(f) any other material change in the Issuer's business or
<PAGE>
corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) causing a class of securities of the Issuer 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 Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or
(j) any action similar to any of those enumerated above.
<PAGE>
Item 5. Interest in Securities of the Issuer
- ------ ------------------------------------
(a) On October 6, 1997, the Reporting Persons beneficially owned a
total of 217,100 Units (as determined in accordance with Rule 13d-3 under the
Exchange Act). Such Units constituted approximately 5.4% of the 4,000,000 Units
outstanding on December 31, 1996 (as reported in the Issuer's Annual Report on
Form 10-K for the year ended December 31, 1996). On October 15, 1997, one of the
Reporting Persons, Joseph Selig, sold 117,600 Units, constituting all of the
Units which he owned, to the Trust. Accordingly, on October 16, 1997, the
Reporting Persons and the Trust respectively held Units as follows:
<TABLE>
<CAPTION>
Percentage of
Outstanding
Holder No. of Units Units
------ ------------ -------------
<S> <C> <C>
Martin W. Field and
Kathleen P. Field (jointly) 99,500 2.5%
The Field Family Trust/1/ 117,600 2.9%
Joseph Selig -0- 0%
</TABLE>
(b) The Fields, as the joint owners of Units, jointly have the power
to vote or to direct the vote and jointly have the power to dispose or to direct
disposition of the Units reported herein as beneficially owned by them.
In his capacity as sole trustee of the Trust, Mr. Broder has sole
power to vote, or to direct the vote, and to dispose or to direct the
disposition of, all of the Units reported herein as held by the Trust. The
Trustee caused the Trust to acquire such Units at the request of Martin W.
Field. The Trustee will make independent determinations regarding the voting,
holding and disposition of the Units held by the Trust based, in part, on the
advice of Mr. Field. The Fields disclaim beneficial ownership of the Units held
by the Trust.
(c) A description of the transactions respectively effected by each of
the Reporting Persons and the Trust during the sixty days prior to the date
hereof is set forth in tabular form on Schedule 1 hereto, which is incorporated
herein by reference.
(d) No person other than the Fields, as the joint owners of Units, has
the right to receive and the power to direct the receipt of dividends or other
distributions from, or the proceeds from the sale of, the Units reported herein
as beneficially owned
- ------------------
/1/ For the benefit of the children of Martin W. Field and Kathleen P.
Field. Robert Broder is the sole trustee of the Trust.
<PAGE>
by them.
The Trust has the sole right to receive and, acting through Mr. Broder
in his capacity as sole trustee of the Trust, the sole power to direct the
receipt of dividends or other distributions from, or the proceeds from the sale
of the Units beneficially owned by the Trust.
(e) As noted above, on October 15, 1997, Joseph Selig sold all of the
Units which he held to the Trust. The Fields disclaim beneficial ownership of
the Units held by the Trust. Accordingly, each of Mr. Selig and the Fields
ceased to be the beneficial owner of more than five percent of the outstanding
Units on October 15, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
- ------- ---------------------------------------------------------------------
to Securities of the Issuer.
- ---------------------------
Except as described in Item 4 of this Statement, no contracts,
arrangements, understandings or relationships (legal or otherwise) exist among
the persons named in Item 2 and between such persons and any other person with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any such securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
- ------ --------------------------------
No documents or other materials are required to be filed as exhibits to
this Statement.
<PAGE>
SIGNATURE
- ---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement on Schedule 13D is
true, complete and correct.
Date: October 17, 1997 /s/ MARTIN W. FIELD
--------------------------------
Martin W. Field
/s/ KATHLEEN P. FIELD
--------------------------------
Kathleen P. Field
/s/ JOSEPH SELIG
--------------------------------
Joseph Selig
<PAGE>
SCHEDULE 1
TO
STATEMENT ON SCHEDULE 13D
-------------------------
Transactions in the Issuer's Units
Effected by the Reporting Persons and the Trust From
August 18, 1997, Through October 16, 1997 (1)
<TABLE>
<CAPTION>
Martin W. Field and
Kathleen P. Field
- -------------------
Date of Trans- No. of Type of Price Per Aggregate
action Units Trans. Unit Price (3)
- -------------- ------- ------- --------- -----------
<S> <C> <C> <C> <C>
Oct. 6, 1997 85,000 Purch. $ 2.00 $170,000.00
Oct. 14, 1997 14,500 Purch. $1.9634 $ 28,469.30
------- -----------
TOTAL: 99,500 $198,469.30
======= ===========
Joseph Selig
- ------------
<CAPTION>
Date of Trans- No. of Type of Price Per Aggregate
action Units Trans. Unit Price (3)
- -------------- ------- ------- --------- -----------
<S> <C> <C> <C> <C>
Aug. 26, 1997 46,000 Purch. $1.66 $ 76,470.40
Sept. 11, 1997 12,700 Purch. $2.00 $ 25,400.00
Sept. 17, 1997 10,000 Purch. $1.88 $ 18,800.00
Sept. 18, 1997 4,000 Purch. $1.72 $ 6,880.00
Oct. 3, 1997 2,500 Purch. $2.00 $ 5,000.00
Oct. 15, 1997 117,600 Sale (2) $1.254 $147,417.09
The Field Family Trust
Dated Sept. 14, 1993
- ------------------------
<CAPTION>
Date of Trans- No. of Type of Price Per Aggregate
action Units Trans. Unit Price (3)
- -------------- ------- -------- --------- -----------
<S> <C> <C> <C> <C>
Oct. 15, 1997 117,600 Purch.(2) $ 1.254 $147,417.09
------- -----------
TOTAL: 117,600 $147,417.09
======= ===========
</TABLE>
<PAGE>
(1) Except as otherwise indicated, each transaction was effected from or
through a broker-dealer in the over-the-counter market.
(2) This transaction was a privately negotiated sale by Joseph Selig to The
Field Family Trust.
(3) Inclusive of brokerage commissions.
