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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
----------
PRIME SERVICE, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
74157E1
-------------------------------------------------------------------------
(CUSIP Number)
Ronald O. Mueller, Gibson, Dunn & Crutcher, 1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5306
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 8, 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 [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if there reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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> 2
SCHEDULE 13D
- ----------------------------------- -------------------------
CUSIP No. 74157E1 Page 2 of 15 Pages
- ----------------------------------- -------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INVESTCORP S.A.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a [ ]
Not Applicable (b [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
Not Applicable
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 8,049,432
OWNED BY ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
8,049,432
WITH ---------------------------------------------------
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,049,432
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.75%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*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.
* Filed jointly pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of
1934, as amended.
<PAGE> 3
SCHEDULE 13D
- ----------------------------------- -------------------------
CUSIP No. 74157E1 Page 3 of 15 Pages
- ----------------------------------- -------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SIPCO Limited
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a [ ]
(b [ ]
Not Applicable
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
Not Applicable
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 8,049,432
OWNED BY ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
8,049,432
WITH ---------------------------------------------------
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,049,432
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
Not Applicable
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.75%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*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.
* Filed jointly pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act
of 1934, as amended.
<PAGE> 4
CUSIP NO. 74157E1 SCHEDULE 13D Page 4 of 15
This Schedule 13D is being filed jointly pursuant to Rule 13d-1(f)(1)
of Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, on behalf of Investcorp
S.A., a Luxembourg corporation, ("Investcorp"), and Sipco Limited, a
Cayman Islands corporation ("Sipco" and collectively, the "Reporting
Persons") to report the Reporting Persons' indirect acquisition of
beneficial ownership of in excess of two percent (2%) of the Common
Stock of Prime Services, Inc. (the "Reportable Transactions"). The
Reporting Persons previously filed a Schedule 13G respecting their
indirect beneficial ownership of approximately 26.6% of the Common
Stock of Prime Services Inc..
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
Common Stock, par value $0.01 per share (the "Common Stock"), of Prime
Service, Inc., a Delaware corporation ("Prime"). The address of the
principal executive offices of Prime is 16225 Park Ten Place, Suite
200, Houston, Texas 77084.
ITEM 2. IDENTITY AND BACKGROUND.
For information with respect to the identity and background of each
director and executive officer of Investcorp and each of the directors
of Sipco, see Schedule I attached hereto.
(a) Name of Person Filing
(i) Investcorp S.A.
(ii) SIPCO Limited
(b) Place of Organization
(i) Luxembourg
(ii) Cayman Islands
(c) Principal Business
(i) Investcorp S.A., through its subsidiaries, acts as a
principal and intermediary in international investment transactions.
(ii) Sipco is a passive holding company that has no operations
and no employees.
(d) Address of Principal Business Offices
(i) Investcorp S.A.
37 rue Notre-Dame
Luxembourg
(ii) Sipco Limited
P. O. Box 1111
West Wind Building
George Town, Grand Cayman
Cayman Islands, British West Indies
<PAGE> 5
CUSIP NO. 74157E1 SCHEDULE 13D Page 5 of 15
(e) Criminal Convictions
During the last five years, neither Investcorp nor Sipco nor, to
their best knowledge, any person identified on Schedule I has
(a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Investcorp or Sipco,
or such person, as the case may be, 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(i) On April 8, 1997, certain entities (the "Managed
Entities") which indirectly are managed by
subsidiaries of Investcorp through revocable
management services or similar agreements with an
affiliate of Investcorp pursuant to which each such
entity or person indirectly has granted such
affiliate the authority to direct the voting and
disposition of the Common Stock owned by such entity
for so long as such agreement is in effect (the
"Management Agreements") purchased 62,700 shares of
Prime Common Stock, par value $.01, at a price of
$20.9884 per share.
(ii) Sipco did not directly acquire any shares of Prime
Common Stock. Sipco, however, may be deemed to
control Investcorp through its ownership of a
majority of the stock of a company which indirectly
owns a majority of Investcorp's outstanding stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock acquired in the Reportable Transactions was acquired
on behalf of the Managed Entities for investment purposes. Prior to
the Reportable Transactions, Investcorp, the Managed Entities and
others who frequently co-invest with Investcorp may have been deemed to
be the beneficial owners of approximately 66.4% of the outstanding
shares of Common Stock. Until such time, if ever, that there is a
significant decrease in the percentage of outstanding shares held by
such stockholders, these stockholders may be able to control the
Company through their ability to determine the outcome of votes of
stockholders regarding, among other things, election of directors and
approval of significant transactions. In particular, Investcorp, as
the beneficial owner of 28.75% of the Common Stock and with
representatives on the board of directors of the Company, may be able
to exert influence over the operations of Prime.
Investcorp and Sipco may from time to time acquire beneficial
owner-ship of additional Common Stock and may from time to time cease
to have beneficial ownership over Common Stock, depending upon price,
market conditions, availability of funds, evaluation of alternative
investments and other factors. Such acquisitions or dispositions may
result from investment decisions by Investcorp or its wholly owned
subsidiaries that indirectly manage the Managed
<PAGE> 6
CUSIP NO. 74157E1 SCHEDULE 13D Page 6 of 15
Entities, or from decisions by Investcorp, its subsidiaries or the
ultimate beneficial owners of the shares of Common Stock held by the
Managed Entities to directly or indirectly terminate or revoke
the Management Agreements. Without limitation of the foregoing,
Investcorp and the ultimate beneficial owners of the shares of Common
Stock held by the Managed Entities intend to explore means to
realize favorable returns upon their investment in shares of Common
Stock and, accordingly, currently and on an on-going basis seek,
evaluate and/or respond to offers to sell or otherwise dispose of such
shares, either through open market or privately negotiated
transactions. Such transactions may include transfers of such shares of
Common Stock to their ultimate beneficial owners, individual sales on
behalf of the ultimate beneficial owners of the shares of Common Stock
held by the Managed Entities, underwritten offerings of the shares of
Common Stock on behalf of more than one of the ultimate beneficial
owners of the shares of Common Stock held by the Managed Entities, and
dispositions through negotiated transactions that result in a third
party's acquisition of all of the shares of Common Stock. Investcorp
and Sipco reserve the right to take any action with respect to Prime or
any of its equity securities in any manner permitted by law.
Except as described above, neither Investcorp nor Sipco is currently
involved in any plans or proposals which relate to, or could result in
any material change in the present capitalization or dividend policy of
Prime, any other material change in Prime's business or corporate
structure, changes in Prime's charter, bylaws or instruments
corresponding thereto, or other actions which may impede the
acquisition of control of Prime by any person. Additionally, to the
best of Investcorp and Sipco's knowledge, none of the persons named on
Schedule I has any current plans which relate to or would result in any
of the events described in this paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) See Cover Page, Item 11. Investcorp does not
directly own any shares of the Common Stock. As of April 8, 1997,
Investcorp's beneficial ownership includes 1,089,658 shares owned by
two indirect wholly-owned subsidiaries of Investcorp. The remaining
6,960,274 shares shown as beneficially owned by Investcorp include the
shares owned by the Managed Entities. Investcorp may be deemed to
share beneficial ownership of the shares of Common Stock held by the
Managed Entities because such entities or their shareholders or
principals have entered into revocable management services or similar
agreements with an affiliate of Investcorp pursuant to which each such
entity or person indirectly has granted such affiliate the authority to
direct the voting and disposition of the Common Stock owned by such
entity for so long as such agreement is in effect. The aggregate
percentage of shares of Common Stock reported in Item 13 of the Cover
Page is based upon the 27,991,714 shares of Common Stock outstanding as
of April 4, 1997, as reported in Prime's proxy statement dated April
18, 1997.
(ii) SIPCO does not directly own any shares of the
Common Stock. The shares listed as beneficially owned by SIPCO consist
of the shares Investcorp may be deemed to beneficially own. SIPCO,
which is a passive holding company entity without operations or
employees, may be deemed to control Investcorp through its ownership of
a majority of the stock of a company which indirectly owns a majority
of Investcorp's outstanding stock.
<PAGE> 7
CUSIP NO. 74157E1 SCHEDULE 13D Page 7 of 15
(b) (i) See Cover Page Items 7 and 8. Investcorp does
not have the sole power to vote any shares of the Common Stock.
Investcorp shares the voting power over 1,089,658 shares of the Common
Stock held by two indirect wholly-owned subsidiaries of Investcorp. In
addition, Investcorp may be deemed to share the power to direct the
voting of an additional 6,960,274 shares of the Common Stock owned by
the Managed Entities, because such entities or their shareholders or
principals have entered into revocable management services or similar
agreements with an affiliate of Investcorp pursuant to which each such
entity or person indirectly has granted such affiliate the authority to
direct the voting and disposition of the Common Stock owned by such
entity for so long as such agreement is in effect.
(ii) SIPCO does not directly own any Common Stock.
The shares listed as beneficially owned by SIPCO consist of the shares
Investcorp may be deemed to beneficially own. SIPCO, which is a passive
holding company entity without operations or employees, may be deemed
to control Investcorp through its ownership of a majority of the stock
of a company which indirectly owns a majority of Investcorp's
outstanding stock.
(c) (i) The following transactions were executed
within the last sixty days on behalf of the Managed Entities. All
transactions were effected through brokerage transactions and/or block
trades.
On April 8, 1997, 62,700 shares of Common Stock were acquired
at $20.9884 per share on behalf of the Managed Entities.
On April 7, 1997, 3,000 shares of Common Stock were acquired at
$19.3583 per share on behalf of the Managed Entities.
On April 4, 1997, 100 shares of Common Stock were acquired at
$18.2500 per share on behalf of the Managed Entities.
On April 1, 1997, 10,400 shares of Common Stock were acquired
at $19.0000 per share on behalf of the Managed Entities.
On April 1, 1997, 123,000 shares of Common Stock were acquired
at $19.0000 per share on behalf of the Managed Entities.
On March 31, 1997, 167,200 shares of Common Stock were acquired
at $18.9800 per share on behalf of the Managed Entities.
On March 27, 1997, 220,400 shares of Common Stock were acquired
at $18.4938 per share on behalf of the Managed Entities.
(ii) SIPCO has not directly acquired any Common
Stock. The shares listed as beneficially owned by SIPCO consist of the
shares Investcorp may be deemed to beneficially own. SIPCO, which is a
passive holding company entity without operations or employees, may be
deemed to control Investcorp through its ownership of a majority of the
stock of a company which indirectly owns a majority of Investcorp's
outstanding stock.
<PAGE> 8
CUSIP NO. 74157E1 SCHEDULE 13D Page 8 of 15
(d) None of the Managed Entities has voting or investment
control over more than five percent of the Common Stock. At the
present time, neither Investcorp nor Sipco has a right to receive any
proceeds from the sale of the shares of Common Stock acquired by the
Managed Entities, as described in Item 5(c). Investcorp and Sipco
disclaim any present pecuniary interest in such shares.
(e) Not applicable.
To the best of Investcorp's and Sipco's knowledge, none of the
outside directors of Investcorp or Sipco, directly or indirectly, have
the sole or shared power to direct the voting or disposition of any
shares of the Common Stock. The information required by Item 5 with
respect to the executive officers of Investcorp is set forth on
Schedule II, which is attached hereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Investcorp has no contracts, arrangements, understandings or
relationships (legal or otherwise) specifically with respect to the
securities of Prime. The Management Agreements indirectly grant
affiliates of Investcorp the authority to direct the voting,
acquisition and disposition of any investments undertaken by such
affiliates on behalf of the Managed Entities, including shares of stock
of companies the acquisition of which is arranged by other affiliates
of Investcorp. Sipco has no contracts, arrangements, understandings or
relationships with Investcorp or with any other person with respect
specifically to the Common Stock of Prime.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
ITEM 8. CERTIFICATION AND SIGNATURE:
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
INVESTCORP S.A.
BY: /s/ Gary S. Long MAY __, 1997
--------------------------------
NAME: Gary S. Long
--------------------------
TITLE: AUTHORIZED REPRESENTATIVE
--------------------------
<PAGE> 9
CUSIP NO. 74157E1 SCHEDULE 13D Page 9 of 15
SIPCO LIMITED
BY: /s/ Gary S. Long MAY __, 1997
--------------------------------
NAME: /s/ Gary S. Long
---------------------------
TITLE: AUTHORIZED REPRESENTATIVE
--------------------------
<PAGE> 10
CUSIP NO. 74157E1 SCHEDULE 13D Page 10 of 15
SCHEDULE I
INVESTCORP S.A.
DIRECTORS
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION
---- -------------------- -------------------
<S> <C> <C> <C>
Abdul-Rahman Salim Al Ateeqi P. O. Box 848 Personal Advisor to H.H. the Kuwaiti
Safat Amir of the State of Kuwait
Kuwait
Ahmed Ali Kanoo P. O. Box 45 Group Chairman of Yusuf Bin Bahraini
Manama Ahmed Kanoo Group of Companies
Bahrain
Omar A. Aggad P.O. Box 2256 Chairman and President of Saudi
Riyadh 11451 Aggad Investment Co.
Kingdom of Saudi Arabia
Easa Saleh Al Gurg P. O. Box 325 Ambassador of the United Arab U.A.E.
Dubai Emirates to the Court of St.
United Arab Emirates James's
Chairman, Easa Saleh Al Gurg
Group of Companies, Dubai
Director, Emirates
International, Dubai
Vice Chairman & Director,
National Bank of Fujairah
Director, Egyptian British
Bank, Cairo
Ahmed Abdullah Al Mannai P. O. Box 76 Chairman, Mannai Corporation Qatari
Doha Ltd.
Qatar
Khalid Rashid Al Zayani P. O. Box 5553 Group Chairman, Al Zayani Bahraini
Manama Investments Group of Companies
Bahrain
</TABLE>
<PAGE> 11
CUSIP NO. 74157E1 SCHEDULE 13D Page 11 of 15
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION
---- -------------------- -------------------
<S> <C> <C> <C>
Hussain Ibrahim Al-Fardan P. O. Box 63 Chairman, Alfardan Group of Qatari
Doha Companies (Holdings) WLL
Qatar
Nasser Ibrahim Al-Rashid P. O. Box 4354 Chairman, Rashid Engineering Saudi
Riyadh 11411
Kingdom of Saudi Arabia
Abdul Rahman Ali Al-Turki P. O. Box 718 Chairman and CEO, A.A. Turki Saudi
Dammam 31421 Group of Companies
Kingdom of Saudi Arabia
Mohammed Abdullah Al-Zamil P. O. Box 285 Chairman and CEO, A.H. Bahraini
Manama Al-Zamil Group of Companies
Bahrain
Abdullah Taha Bakhsh P. O. Box 459 Chairman, TRACO Trading Saudi
Jeddah 21411 Engineering & Contracting
Kingdom of Saudi Arabia Corporation
Faraj Ali Bin Hamoodah P. O. Box 203 President, Bin Hamoodah Group U.A.E.
Abu Dhabi of Companies
United Arab Emirates
Bakr Binladen P. O. Box 8918 Chairman, Saudi Binladen Group Saudi
Jeddah
Kingdom of Saudi Arabia
Mustafa Jassim Boodai P. O. Box 1287 Chairman, Boodai Corporation Kuwaiti
Safat 13013
Kuwait
Mohammed Yousef Jalal P. O. Box 113 Chairman, Mohammed Jalal & Bahraini
Manama Sons Group of Companies
Bahrain
Nemir Amin Kirdar P. O. Box 5340 President and CEO of Bahraini
Manama Investcorp Bank E.C.
Bahrain
</TABLE>
<PAGE> 12
CUSIP NO. 74157E1 SCHEDULE 13D Page 12 of 15
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION
---- ---------------- -----------------
<S> <C> <C> <C>
Abdul Aziz Jassim Kanoo P. O. Box 37 Deputy Chairman and Deputy Saudi
Dammam 31411 CEO, Yusuf Bin Ahmed Kanoo,
Kingdom of Saudi Arabia Saudi Arabia
</TABLE>
<PAGE> 13
CUSIP NO. 74157E1 SCHEDULE 13D Page 13 of 15
SCHEDULE I
SIPCO DIRECTORS
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
---- ---------------- ------------------- ---------------
<S> <C> <C>
Hussain Ibrahim Al-Fardan P. O. Box 63 Chairman, Alfardan Group of Qatari
Doha Companies (Holdings) WLL
Qatar
Mohammed Yousef Jalal P. O. Box 113 Chairman, Mohammed Jalal & Bahraini
Manama Sons Group of Companies
Bahrain
Nemir Amin Kirdar P. O. Box 5340 President and CEO of Bahraini
Manama Investcorp Bank E.C.
Bahrain
CIP Limited
Abdul-Rahman Salim Al Ateeqi P. O. Box 848 Personal Advisor to H.H. the Kuwaiti
Safat Kuwait Amir of the State of Kuwait
Ahmed Ali Kanoo P. O. Box 45 Group Chairman of Yusuf Bin Bahraini
Manama Ahmed Kanoo Group of Companies
Bahrain
Lawrence B. Kessler P. O. Box 5340 Chief Administrative Officer U.S.A.
Manama of Investcorp S.A.
Bahrain
Gary S. Long P. O. Box 5340 Chief Financial Officer U.S.A.
Manama of Investcorp S.A.
Bahrain
</TABLE>
<PAGE> 14
CUSIP NO. 74157E1 SCHEDULE 13D Page 14 of 15
INVESTCORP S.A.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION CITIZENSHIP
---- -------------------- ---------------------------- ------------
<S> <C> <C> <C>
Nemir Amin Kirdar P. O. Box 5340 President and CEO of Investcorp Bahraini
Manama Bank E.C.
Bahrain
Lawrence B. Kessler P. O. Box 5340 Chief Administrative Officer U.S.A.
Manama of Investcorp S.A.
Bahrain
Gary S. Long P. O. Box 5340 Chief Financial Officer U.S.A.
Manama of Investcorp S.A.
Bahrain
Salman A. Abbasi P. O. Box 5340 Secretary of Investcorp S.A. U.S.A.
Manama
Bahrain
</TABLE>
<PAGE> 15
CUSIP NO. 74157E1 SCHEDULE 13D Page 15 of 15
SCHEDULE II
INVESTCORP S.A.
NUMBER OF SHARES OF PRIME COMMON STOCK BENEFICIALLY OWNED
<TABLE>
<CAPTION> PERCENTAGE OF SHARES
EXECUTIVE SHARES BENEFICIALLY OF COMMON STOCK
OFFICERS OWNED BENEFICIALLY OWNED
- ---------------- --------------------- ---------------------
<S> <C>
Nemir Amin Kirdar 187,913 0.67%
Lawrence B. Kessler 24,335 0.09%
Gary S. Long 9,000 0.03%
Salman A. Abbasi 43,669 0.16%
</TABLE>
To the best of SIPCO's knowledge, none of the foregoing individuals have (i)
effected any transactions in Prime's Common Stock during the past sixty days;
(ii) any knowledge of any other person who has the right to receive or the
power to direct the receipt of dividends from, or any proceeds from the sale
of, the securities that are the subject of this 13-D; or (iii) ceased to be
the beneficial owner of more than five percent of Prime's Common Stock.
