United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Prime Retail Inc.
(Name of Issuer)
Prime Retail 8.5% Series B Cumulative Participating Convertible
Preferred $.01 Par Value
(Title of Class of Securities)
741570-30-3
(CUSIP Number)
Howard Amster, 23811 Chagrin Blvd., suite 200
Beachwood Ohio 44122-5525 (216)595-1047
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
10/10/2000
(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 group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship USA
Number of Shares 7 Sole Voting 895,025
Beneficially
Owned By Each 8 Shared Voting 2,750
Reporting Person
With 9 Sole Dispositive 895,025
10 Shared Dispositive 2,750
11 Aggregate Amount Beneficially owned 971,445
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 12.4 %
14 Type of Reporting Person IN
1 Name of Reporting Person AMSTER LTD PARTNERSHIP
2 If a member 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 8 Shared Voting 2,750
Person With
9 Sole Dispositive
10 Shared Dispositive 2,750
11 Agrregate Amount Beneficially owned 2,750
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .0351 %
14 Type of Reporting Person PN
1 Name of Reporting Person TAMRA F. GOULD
2 If a member group a) / /
b) /X/
3 SEC use only
4 Source of Funds PF
5 Check if Disclosure of Legal Proceedings
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting 8 Shared Voting 19,760
Person With
9 Sole Dispositive
10 Shared Dispositive 19,760
11 Aggregate Amount Beneficially owned 19,760
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .2524%
14 Type of Reporting Person IN
1 Name of Reporting Person GOULD TRADING COMPANY
2 If a member group a) / /
b) /X/
3 SEC use only
4 Source of Funds WC
5 Check if Disclosure of Legal Proceedings
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting 8 Shared Voting 19,760
Person With
9 Sole Dispositive
10 Shared Dispositive 19,760
11 Aggregate Amount Beneficially owned 19,760
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .2524%
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lake Apts Corp
2 If a member 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 8 Shared Voting 170
Person With
9 Sole Dispositive
10 Shared Dispositive 170
11 Aggregate Amount Beneficially owned 170
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .0022 %
14 Type of Reporting Person CO
1 Name of Reporting Person Ramat Securities Ltd
2 If a member 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 8 Shared Voting 71,500
Person With
9 Sole Dispositive
10 Shared Dispositive 71,500
11 Aggregate Amount Beneficially owned 71,500
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) .9134 %
14 Type of Reporting Person BD
CUSIP 741570-3-3 Prime Retail 8.5% Series B Cumulative
Participating Preferred $.01 Par Value
There are no changes to the Schedule 13D, Amendment No. 1,
Amendment No. 2, except as set forth in this 3rd Amendment.
Item 3. Source and Amount of Funds or Other Consideration
Howard Amster, in his personal and individual retirement accounts
purchased additional shares with personal funds without borrowing.
The total consideration for the purchase is $ 307,766.20.
Item 4. Purpose of Transaction
Howard Amster, Amster Limited Partnership, Gould Trading Company,
Pleasant Lake Apts Corp and Ramat Securities Ltd acquired
shares for purposes of investment. They may be deemed to be a group.
Howard Amster, Amster Limited Partnership, Gould Trading Company,
Pleasant Lake Apts Corp 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
(a)(b) The aggregate amount owned by the Reporting Persons is
989,205 shares or 12.6365 % of the outstanding shares.
Howard Amster in his personal and individual retirement
accounts owns 895,025 shares or 11.4334 % of the outstanding
shares.
Amster Limited Partnership owns 2,750 shares or .0351%
of the outstanding shares.
Gould Trading Company owns 19,760 shares or .2524 %
of the outstanding shares.
Pleasant Lakes Apts Corp owns 170 shares or .0022 %
of the outstanding shares.
Ramat Securities Ltd owns 71,500 shares or
.9134 % of the outstanding shares.
c) Trades executed on the NYSE as open market transaction.
<TABLE> <CAPTION>
<S> <C> <C>
Identity Date Shares Bought Price Executing Broker
Howard Amster & 10/10/00 98,000 2.5625 Bear Stearns
his Individual 10/11/00 6,000 2.5417 Ramat Securities Ltd
Retirement 10/13/00 15,000 2.5625 Bear Stearns
Accounts
</TABLE>
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: 10/13/00 Howard Amster
Amster Limited Partnership
Tamra F. Gould
Gould Trading Company
Pleasant Lake Apts Corp
Ramat Securities Ltd.
