United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Prime Retail Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
741157105
(CUSIP Number)
Howard Amster, 23811 Chagrin Blvd, Suite 200
Beachwood, OH 44122-5525 (216) 595-1047
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 20, 2000
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule 13G to
report this 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 to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided
in a prior cover page.
This 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).
1 Name of Reporting Person Howard Amster
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting 1,356,248.459
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 87,476.55
9 Sole Dispositive 1,356,248.459
10 Shared Dispositive 87,476.55
11 Aggregate Amount Beneficially owned 1,538,928.309
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 3.53 %
14 Type of Reporting Person IN
1 Name of Reporting Person Amster Limited Partnership
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds OO
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 12,267.55
9 Sole Dispositive
10 Shared Dispositive 12,267.55
11 Aggregate Amount Beneficially owned 12,267.55
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.03%
14 Type of Reporting Person PN
1 Name of Reporting Person Amster Trading Company
---------
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure of Legal Proceedings is Required
6 Citizen or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 126,523
9 Sole Dispositive
10 Shared Dispositive 126,523
11 Aggregate Amount Beneficially owned 0
12 Check if Aggregate Amount (11) Excludes Certain shares
13 Percent of Class Represented by amount in row (11) 0 %
14 Type of Reporting Person CO
1 Name of Reporting Person Estate of Sonia K. Amster
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares
Beneficially Owned 7 Sole Voting
By Each Reporting
Person With
8 Shared Voting 8,000
9 Sole Dispositive
10 Shared Dispositive 8,000
11 Aggregate Amount Beneficially owned 8,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class represented by amount in row (11) 0.018 %
14 Type of Reporting Person IN
1 Name of Reporting Person Tamra F. Gould
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 23,636.912
9 Sole Dispositive
10 Shared Dispositive 23,636.912
11 Aggregate Amount Beneficially owned 23,636.912
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class represented by amount in row (11) 0.054 %
14 Type of Reporting Person IN
1 Name of Reporting Person Gould Trading Company
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 23,636.912
9 Sole Dispositive
10 Shared Dispositive 23,636.912
11 Aggregate Amount Beneficially owned 23,636.912
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.054 %
14 Type of Reporting Person CO
1 Name of Reporting Person Howard Amster/Tamra F. Gould
Charitable Remainder Unitrust
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 109,035
9 Sole Dispositive
10 Shared Dispositive 109,035
11 Aggregate Amount Beneficially owned 109,035
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.25%
14 Type of Reporting Person OO
1 Name of Reporting Person Amster Trading Company
Charitable Remainder Unitrust
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 126,523
9 Sole Dispositive
10 Shared Dispositive 126,523
11 Aggregate Amount Beneficially owned 126,523
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.3 %
14 Type of Reporting Person OO
1 Name of Reporting Person Pleasant Lake Apts Corp
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WO
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 710.354
9 Sole Dispositive
10 Shared Dispositive 710.354
11 Aggregate Amount Beneficially owned 710.354
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.000%
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lake Apts
Limited Partnership
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds OO
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 17,984
597: 9 Sole Dispositive
10 Shared Dispositive 17,984
11 Aggregate Amount Beneficially owned 17,984
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.041 %
14 Type of Reporting Person PN
1 Name of Reporting Person Ramat Securities Ltd
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 152,428.3
9 Sole Dispositive
10 Shared Dispositive 152,428.3
11 Aggregate Amount Beneficially owned 152,428.3
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .34 %
14 Type of Reporting Person BD
1 Name of Reporting Person William Costaras
2 If a member of a group a) / /
b) / /
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization USA
Number of shares 7 Sole Voting 11,000
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 175,748
9 Sole Dispositive 11,000
10 Shared Dispositive 175,748
11 Aggregate Amount Beneficially owned 186,748
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.43 %
14 Type of Reporting Person IN
There are no changes to the Schedule 13D, as amended except as follows:
Item 1 Security and Issuer
Prime Retail Inc. common stock $.01 par value per share (CUSIP 741570105)
and Prime Retail 8.5% Series B Cumulative Participating Convertible Preferred
$.01 par value (CUSIP 741570303) shares if converted into common stock.
This Schedule 13D amendment #1 is being filed
because of the group members' common and convertible shares.
All share amounts in this amendment assume convertible preferred
shares were converted to common stock. (which has not and may not ever occur)
Prime Retail, Inc. 100 East Pratt Street, 19th Floor
Baltimore, Maryland 21202 (410) 234-0782
Item 4 Purpose of Transaction
Howard Amster, Amster Limited Partnership, Amster Trading Company,
Estate of Sonia K. Amster, Gould Trading Company, Howard Amster &
Tamra F. Gould Charitable Remainder Unitrust, Amster Trading Company
Charitable Remainder Unitrust, Pleasant Lake Apts Corp, Pleasant Lake
Apts Limited Partnership and Ramat Securities Ltd acquired their shares
for purposes of investment. William N. Costaras, individually, disclaims
being part of any group.
Howard Amster, Amster Trading Company,and Howard Amster & Tamra F. Gould
Charitable Remainder Unitrust sold shares to adjust their
investment positions.
a) Howard Amster, Amster Limited Partnership, Amster Trading Company,
Estate of Sonia K. Amster, Gould Trading Company, Howard Amster &
Tamra F. Gould Charitable Remainder Unitrust, Amster Trading Company
Charitable Remainder Unitrust, Pleasant Lake Apts Corp, Pleasant Lake
Apts Limited Partnership and Ramat Securities Ltd might acquire
additional shares or other securities of the issuer or dispose of some
or all of their shares depending upon market conditions and their
personal circumstances.
Item 5. Interest in Securities of the Issuer
The filing of this Schedule 13D Amendment #1 is to show the result
of common shares that would be held if all the
8.5% Series B Cumulative Participating
Convertible Preferred $.01 par value shares owned
were converted to common shares and added to common
shares that are owned. Each share of Prime Retail 8.5%
Series B Cumulative Participating Convertible Preferred converts to
1.1962 shares of Prime Retail common shares.
If the convertible preferred were converted to common shares and
added to common shares owned:
(a)(b) The aggregate amount owned by the Reporting Persons is
1,746,313.221 shares or 4.007 % of the outstanding shares.
Howard Amster in his own name and individual retirement accounts
owns 1,355,538.105 shares or 3.111 % of the outstanding shares.
Amster Limited Partnership owns 12,267.55 shares or .03 %
of the outstanding shares.
Amster Trading Company owns 0 shares or 0 %
of the outstanding shares.
Estate of Sonia K. Amster owns 8,000 shares or 0.018 %
of the outstanding shares.
Gould Trading Company owns 23,636.912 shares or 0.054% of the
outstanding shares.
Howard Amster & Tamra F. Gould Charitable Remainder Unitrust owns
49,225 shares or 0.113 % of the outstanding shares. William N. Costaras
is the sole trustee of the Howard Amster & Tamra F. Gould Charitable
Remainder Unitrust but disclaims beneficial ownership of those shares.
William N. Costaras owns 11,000 shares or 0.025% of the outstanding shares.
Amster Trading Company Charitable Remainder Unitrust owns 126,523
shares or 0.3 % of the outstanding shares. William N. Costaras is the
sole trustee of the Amster Trading Company Charitable Remainder Unitrust
but disclaims beneficial ownership of those shares. William N. Costaras
owns 11,000 shares or 0.025% of the outstanding shares.
Pleasant Lake Apts Corp owns 710.354 shares or 0.000% of the
outstanding shares.
Pleasant Lake Apts Limited Partnership 17,984 shares or 0.041 % of the
outstanding shares.
Ramat Securities Ltd owns 152,428.3 shares or .34% of the
outstanding shares.
The above excludes 11,000 shares owned by William N. Costaras.
c) Description of Transactions
Convertible Preferred Shares
<TABLE> <CAPTION>
<S> <C> <C>
Executing
Identity Date Shares Price Sold Broker
Howard Amster & 9/20/00 94680 2.9375 NYSE Bear Stearns
his individual 9/20/00 155620 3.125 NYSE Bear Stearns
retirement
accounts
Amster Trading Co 9/20/00 69700 2.9375 NYSE Bear Stearns
Howard Amser & 9/20/00 35620 2.9375 NYSE Bear Stearns
Tamra F. Gould 9/20/00 14380 3.125 NYSE Bear Stearns
Charitable Remainder
Unitrust
</TABLE>
e) Howard Amster, Amster Limited Partnership, Amster Trading Company,
Estate of Sonia K. Amster, Gould Trading Company, Howard Amster &
Tamra F. Gould Charitable Remainder Unitrust, Amster Trading Company
Charitable Remainder Unitrust, Pleasant Lake Apts Corp, Pleasant Lake
Apts Limited Partnership and Ramat Securities Ltd cease to be beneficial
owners of more than 5 % of Prime Retail Inc. common stock on
September 20, 2000.
Signature After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Date 9/25/00
Howard Amster Amster Limited Partnership Amster Trading Company
Estate of Sonia K. Amster Tamra F. Gould Gould Trading Company
by William Costaras, trustee by William Costaras, trustee
Howard Amster & Tamra F. Gould Amster Trading Company
Charitable Remainder Unitrust Charitable Remainder Unitrust
Pleasant Lake Apt Corp Pleasant Lake Apts
Limited Partnership
Ramat Securities Ltd
