United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
9/20/2000
(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 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 776,025
Beneficially
Owned By Each 8 Shared Voting 2,750
Reporting Person
With 9 Sole Dispositive 776,025
10 Shared Dispositive 2,750
11 Aggregate Amount Beneficially owned 850,445
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 10.864 %
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 Amster 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 is Required
6 Citizenship or Place of Organization USA
Number of Shares 7 Sole Voting
Beneficially Owned
By Each Reporting 8 Shared Voting 0
Person With
9 Sole Dispositive
10 Shared Dispositive 0
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 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 8 Shared Voting 0
Person With
9 Sole Dispositive
10 Shared Dispositive 0
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 00
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, except
as set forth in this 2nd Amendment.
Item 2. Identity and Background
Howard Amster and Tamra F. Gould Charitable Remainder Unitrust
has been 100% funded by Howard Amster. Because he has the right
to change the trustee of this trust, he can be deemed to have the right
to shared voting and dispositive power over any security owned by the
trust. While Mr. Amster receives certain income distributions from
the trust during his lifetime, the assets owned by the trust benefits
charitable purposes. Both, Mr. Amster and Ms. Gould disclaim beneficial
ownership of the securities owned by this trust.
Howard Amster & Tamra F. Gould Charitable Remainder Unitrust
22674 Halburton Road, Beachwood, OH 44122-3971
Charitable Remainder Unitrust
d) Neither the trust or trustee of the Howard Amster & Tamra F. Gould
Charitable Remainder Unitrust have been convicted in any criminal
proceedings (excluding traffic violations or similar misdemeanors if
any) within the last five years.
e) Neither the trust or the trustee of the Howard Amster & Tamra
F. Gould Charitable Remainder Unitrust have been a party to any civil
proceedings of a judicial or administrative body of competent jurisdiction
of the type described in Item 2 of Schedule 13D within the last five years.
Item 3. Source and Amount of Funds or Other Consideration
Howard Amster & Tamra F. Gould Charitable Remainder Unitrust purchased
shares with trust assets without borrowing. The total consideration
for the purchase is $ 213,759.50.
Item 4. Purpose of Transaction
Howard Amster, Amster Limited Partnership, Amster Trading Company,
Howard Amster & Tamra F. Gould Charitable Remainder Unitrust, 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 Trading Company and Howard Amster & Tamra F. Gould
Charitable Remainder Unitrust sold shares to adjust their investment
position.
Howard Amster, Amster Limited Partnership, Amster Trading Company,
Howard Amster & Tamra F. Gould Charitable Remainder Unitrust, Gould
Trading Company, Pleasant Lake Apts Corp and Ramat Securities Ltd
might acquire additional share or other securites 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 870,205 shares
or 11.1163 % of the outstanding shares.
Howard Amster in his personal and individual retirement
accounts owns 776,025 shares or 9.9132 % of the outstanding
shares.
Amster Limited Partnership owns 2,750 shares or .0351%
of the outstanding shares.
Amster Trading company owns 0 shares or 0 %
of the outstanding shares.
Howard Amster & Tamra F. Gould Charitable Remainder Unitrust
owns 0 shares or 0 % 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 transactions.
<TABLE> <CAPTION>
<S> <C> <C>
Identity Date Shares Price Executing Broker
Howard Amster & 9/20/00 94680 Sold 2.9375 Bear Stearns
His Individual
Retirement 9/20/00 155620 Sold 3.125 Bear Stearns
Accounts
Amster Trading Co 9/20/00 69700 Sold 2.9375 Bear Stearns
Howard Amster & 9/11/00 50000 Bought 4.25 Bear Stearns
Tamra F. Gould
Charitable 9/20/00 35620 Sold 2.9375 Bear Stearns
Remainder
Unitrust 9/20/00 14380 Sold 3.125 Bear Stearns
</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: 9/25/00 Howard Amster
Amster Limited Partnership
Amster Trading Company
by William Costaras, trustee
Howard Amster & Tamra F Gould
Charitable Remainder Unitrust
Tamra F. Gould
Gould Trading Company
Pleasant Lake Apts Corp
Ramat Securities Ltd.
