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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PRIME MOTOR INNS LIMITED PARTNERSHIP
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(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTEREST
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(Title of Class of Securities)
741563209
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(Cusip Number)
WARREN M. KNIGHT, 1601 BELVEDERE ROAD, WEST PALM BEACH, FLORIDA 33406,
(561) 689-9970
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 6, 1998
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(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 the 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).
(Continued on following page(s))
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CUSIP NO. 741563209 13D PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Servico, Inc.
I.R.S.# 65-0350241
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida, United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,445,819
OWNED BY EACH ----------------------------------------------------
REPORTING
PERSON WITH 8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
2,445,819
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,445,819
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.1%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This is Amendment No. 1 to the Schedule 13D previously filed by
Servico, Inc. (the "Reporting Person"), with respect to the 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 principal executive offices of the Issuer are located at c/o WHI,
4243 Hunt Road, Cincinnati, Ohio 45242.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and supplemented as follows:
The purchase price of the Units of the Issuer purchased by the
Reporting Person reported in this Amendment No. 1 was $1,545,250 (exclusive of
sales commissions). The source of the funds used in making these purchases was
the working capital of the Reporting Person.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and supplemented as follows:
The Reporting Person beneficially owns an aggregate of 2,445,819 Units,
which, based on the number of outstanding Units reported in the Issuer's Annual
Report on Form 10-K for the year ended December 31, 1997, constitutes
approximately 61.1% of the outstanding Units. The Reporting Person has sole
power to vote and to dispose or to direct the disposition of such Units. The
additional Units purchased, as reported in this Amendment No. 1 which increased
the Reporting Person's beneficial ownership of the Units of the Issuer from
50.1% to 61.1%, were acquired by privately negotiated transactions.
Except as otherwise reported on Appendix B of this Amendment No. 1 and
the original filing of this Schedule 13D, neither the Reporting Person nor, to
the best knowledge of the Reporting Person, any of the persons listed in Item 2
of the original filing has engaged in any transaction involving the Units in the
last 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended in its entirety and restated as follows:
On April 1, 1998, Prussia Associates, LP ("Prussia"), CLBW Associates,
LP ("CLBW"), Martin W. Field ("Field") and his wife, Kathleen P. Field ("Wife"),
as joint
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tenants, and Robert M. Broder ("Broder"), as trustee for the Field Family Trust
(the "Trust") (collectively, the "Sellers") each executed an irrevocable proxy
(the "Proxy") in favor of the Reporting Person and David Buddemeyer granting
each of the latter person and entity the full power of substitution, with
respect to the Units (and/or depositary receipts) of the Issuer for which the
Sellers are the record, beneficial and legal owners, to vote or otherwise act
(or give written consent in lieu thereof) at all annual, special and other
meetings of the Issuer and on any other matter for which the approval or
consents of the unitholders is requested or required. Field is the President of
the sole general partner of Prussia and CLBW. The Proxy was granted in
connection with the sale of Units by the Sellers to the Reporting Person. As
reported in Appendix B to this Amendment No. 1, on April 6, 1998, Sellers sold
441,500 depositary Units to the Reporting Person. The foregoing description of
the Proxy is qualified in its entirety by the full text of the form of Proxy, a
copy of which is included as an exhibit hereto and incorporated herein by
reference.
The Reporting Person has also reached the following agreement in
principle with the Sellers: (i) the Reporting Person will, if a vote is pursued,
vote in favor of payment of $500,000 to Davenport Management Corporation ("DMC")
relating to DMC's proxy solicitation with respect to the Issuer, and (ii) the
Sellers, DMC, the Issuer and the Reporting Person will exchange and deliver full
releases with respect to the Issuer, AMI and the Units.
Except as described herein, neither the Reporting Person nor, to the
best knowledge of the Reporting Person, any executive officer, director or
controlling person of the Reporting Person, is a party to any contract,
arrangement, understanding or relationship with any person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guaranties of profits, division of profits or loss, or the giving or
withholding of proxies.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended and supplemented as follows:
3. Form of Irrevocable Proxy.
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
SERVICO, INC.
Date: April 10, 1998 By: /s/ David Buddemeyer
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David Buddemeyer
President and Chief Executive Officer
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APPENDIX B
Set forth below is a supplement to the summary of transactions in the
Units of the Issuer effected by the Reporting Person within the last 60 days.
NUMBER OF UNITS TYPE OF
DATE ACQUIRED PRICE PER UNIT TRANSACTION
4/6/98 441,500 $3.50 Privately
Negotiated
Transaction
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Exhibit 3
IRREVOCABLE PROXY
THIS IRREVOCABLE PROXY is made as of this 1st day of April, 1998, by
Prussia Associates (the "Undersigned"), in favor of Servico, Inc. ("Servico")
and David A. Buddemeyer and each of them with full power of substitution
(collectively referred to herein as the "Proxy Holder"), with respect to the
Units and/or Depositary Receipts representing limited partnership interests (the
"Units") of or in Prime Motor Inns Limited Partnership (the "Partnership").
The Undersigned hereby irrevocably appoints the Proxy Holder as the
Undersigned's true and lawful attorney and proxy, with full power of
substitution, for an in the Undersigned's name, with respect to the Units for
which the Undersigned is now the record, beneficial and legal owner to vote and
otherwise act, or give written consent in lieu thereof, at all annual, special
and other meetings of the Partnership, and on any other matter for which the
approval or consents of the Unitholders is requested or required.
It is understood and agreed that the aforesaid appointment and proxy is
granted by the Undersigned in connection with the Undersigned's sale of Units to
Servico and is coupled with an interest and is irrevocable and shall not
terminate by operation of law, whether by the bankruptcy or insolvency of the
Undersigned or the occurrence of any other event. It is further understood and
agreed that the aforesaid appointment and proxy of the Undersigned relates to
all voting rights, whether limited, fixed or contingent as to the Units.
IN WITNESS WHEREOF, the Undersigned has executed this Proxy on the day
and year first above written.
PRUSSIA ASSOCIATES
By: Prussia Hotel, Inc., General Partner
/s/ Martin W. Field
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Martin W. Field, President
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