United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D
Under the Securities and Exchange Act of 1934
(Amendment No.____)*
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 11, 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 1,655,657.319
Beneficially Owned ------------
By Each Reporting
Person With 8 Shared Voting 230,661.69
------------
82: 9 Sole Dispositive 1,655,657.319
------------
10 Shared Dispositive 230,661.69
------------
11 Aggregate Amount Beneficially owned 1,921,712.309
-------------
12 Check if Aggregate Amount (11) Excludes Certain Shares
-------------
13 Percent of Class Represented by amount in row (11) 4.41 %
---------
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 209,898.14
--------
9 Sole Dispositive
--------
10 Shared Dispositive 209,898.14
--------
11 Aggregate Amount Beneficially owned 83,375.14
--------
12 Check if Aggregate Amount (11) Excludes Certain shares
--------
13 Percent of Class Represented by amount in row (11) 0.19 %
--------
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
--------
255: 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
--------
483: 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) / /
632: 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
--------
654: 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 235,558
-------------
9 Sole Dispositive 11,000
-------------
10 Shared Dispositive 235,558
-------------
11 Aggregate Amount Beneficially owned 246,558
-------------
12 Check if Aggregate Amount (11) Excludes Certain Shares
-------------
13 Percent of Class Represented by amount in row (11) 0.57 %
---------
14 Type of Reporting Person IN
----------
Schedule 13D
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 is being filed because the group members' own common
and convertible shares. If the convertible shares would be converted to
common shares (which has not and may not ever occur), then, the total
of the group members' common share holdings would require a
13D filing.
Prime Retail, Inc. 100 East Pratt Street, 19th Floor
Baltimore, Maryland 21202 (410) 234-0782
Item 2 Identity and Background
Howard Amster and Tamra F. Gould are husband and wife. Each has
independent assets and each disclaims any beneficial ownership in the
other's assets.
Howard Amster is a general partner of Amster Limited Partnership and as
such can be deemed the beneficial owner of such entity and may be deemed to
have shared voting and dispositive power over shares owned by
Amster Limited Partnership.
Howard Amster is a 99% owner of Amster Trading Company and as such
can be deemed the beneficial owner of such entity and may be deemed to
have shared voting and dispositive power over shares by Amster
Trading Company.
Howard Amster is the executor of the Estate of Sonia K. Amster.
Mr. Amster may be deemed to have shared voting and dispositive
power over shares owned by the Estate of Sonia K. Amster.
Tamra F. Gould is a 100% owner of Gould Trading Company and as such
can be deemed the beneficial owner of such entity and may be deemed
to have shared voting and dispositive power over shares owned by
Gould Trading Company.
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.
Amster Trading Company Charitable Remainder Unitrust has been 100%
funded by Amster Trading Company. Because Amster Trading Company
has the right to change the trustee of the trust, it can be deemed to have the
right to shared voting and dispositive power over any security owned by
the trust. While Amster Trading Company receives certain income distributions
from the trust, the assets owned by the trust benefits charitable purposes.
Amster Trading Company disclaims beneficial ownership of the
securities owned by this trust.
Howard Amster is a 100% owner of Pleasant Lake Apts Corp and as such
can be deemed the beneficial owner of such entity and maybe deemed to
have shared voting and dispositive power over shares owned by Pleasant
Lake Apts Corp. Pleasant Lake Apts. Corp is the General Partner of
Pleasant Lake Apts. Limited Partnership.
Howard Amster is an 83% owner of Ramat Securities Ltd. Howard Amster
can be deemed to be a beneficial owner of any securities owned by
Ramat Securities Ltd. Mr. Amster does not control the voting or dispositive
power of any securities owned by Ramat Securities Ltd.
a) Howard Amster
b) 25812 Fairmount Blvd, Beachwood, OH 44122-2214
c) Present principal occupation- Principal, Ramat Securities Ltd,
securities firm- 23811 Chagrin Blvd # 200 Beachwood, OH 44122-5525
d) Howard Amster has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.
e) Howard Amster has not been 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.
f) USA
Amster Limited Partnership, 25812 Fairmount Blvd, Beachwood, OH 44122
Investments
d) Neither the partners of Amster Limited Partnership have been convicted
in any criminal proceedings (excluding traffic violataions or similar
misdemeanors if any) within the last five years.
e) Neither the partners of Amster Limited Partnership have been a party to
any civil proceedings of a judicial or administrative body of competent
jurisdictions of the type described in Item 2 of Schedule 13D within the
last five years.
Amster Trading Company, 25812 Fairmount Blvd, Beachwood, OH 44122
Investments
d) Neither the officers, directors, or shareholders of Amster Trading
Company have been convicted in any criminal proceedings (excluding
traffic violations or similar misdemeanors, if any) within the last
five years.
e) Neither the officers, directors or shareholders of Amster Trading
Company have been a party to any civil proceedings of a judicial or
administrative body of competent jurisdictions of the type described in
Item 2 of Schedule 13D within the last five years.
Estate of Sonia K. Amster, Howard Amster, Executor
d) Neither the executor or the estate have been convicted in any
criminal proceedings (excluding traffic violations or similar misdemeanors
if any) within the last five years.
e) Neither the executor or the estate of Sonia K. Amster have been a
party to any civil proceedings or a judicial or administrative body of
competent jurisdictions of the type described in Item 2 of Schedule 13D
within the last five years.
a) Tamra F. Gould
b) 25812 Fairmount Blvd, Beachwood, OH 44122-2214
c) Present principal occupation- Securities Trader, Tamar Securities,
a broker dealer, 23811 Chagrin Blvd #200, Beachwood, OH 44122-5525
d) Tamra F. Gould has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.
e) Tamra F. Gould has not 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.
Gould Trading Company, 25812 Fairmount Blvd, Beachwood, OH 44122
Investments
d) Neither the officers, directors or shareholders of Gould Trading
Company have been convicted in any criminal proceedings (excluding
traffic violations or similar misdemeanors, if any) within the
last five years.
e) Neither the officers, directors or shareholders of Gould Trading
Company 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.
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.
Amster Trading Company Charitable Remainder Unitrust
22674 Halburton Road, Beachwood, OH 44122-3971
Charitable Remainder Unitrust
d) Neither the trust or trustee of the Amster Trading Company
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 Amster Trading Company
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.
a) William N. Costaras, as trustee for the Howard Amster &
Tamra F. Gould Charitable Remainder Unitrust and for the Amster Trading
Company Charitable Remainder Unitrust
b) 22674 Halburton Road, Beachwood, OH 44122-3971
c) Present principal occupation-Account Executive, Ramat Securities Ltd
broker-dealer, 23811 Chagrin Blvd #200, Beachwood, OH 44122-5525
d) William N. Costaras has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within the
last five years.
e) William N. Costaras has not been a party to any civil proceedings of
a judicial or administrative body or competent jurisdiction of the type
described in Item 2 of Schedule 13D within the last five years.
William N. Costaras, individually, disclaims being part of this 13D group
although owns 11,000 shares of the registrant's common shares as to which
he has sole voting and dispositive power; and although, as trustee of the
Charitable Remainder Unitrusts, he has shared voting and shared
dispositive power as to which he has no pecuniary interest.
Pleasant Lake Apts Corp, 25812 Fairmount Blvd, Beachwood, OH 44122
Investments
d) Neither the officers, directors or shareholders of Pleasant Lake
Apts Corp have been convicted in any criminal proceedings (excluding
traffic violations or similar misdemeanors, if any)
within the last five years.
e) Neither the officers, directors or shareholders of Pleasant Lake
Apts Corp have been a party to any civil proceedings of a judicial or
administrative body or competent jurisdiction of the type
described in Item 2 of Schedule 13D within the last five years.
Pleasant Lake Apts. Limited Partnership, 7530 Lucerne Dr # 101
Middleburg Heights, OH 44130
Investments
d) Neither the officers, directors or partners of Pleasant Lake
Apts Limited Partnership have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.
Ramat Securities Ltd, 23811 Chagrin Blvd #200, Beachwood, OH 44122
Broker Dealer
d) Neither the members or unitholders of Ramat Securities Ltd have
been convicted in any criminal proceedings (excluding the traffic
violations or similar misdemeanors, if any) within the last five years.
e) Neither the members or unitholders of Ramat Securities Ltd have
been a party to any civil proceedings of a judicial or administrative
body or 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, in his personal and retirement accounts purchased
all shares without borrowing. The total consideration for the common
shares is $ 3,797,743.42. The total consideration for the convertible
preferred issue that converts into 1,227,689.965 common shares
shares is $ 6,214,591.91.
Amster Limited Partnership purchased all shares with partnership
funds without borrowing. The total consideration for the common
shares is $ 113,340.10. The total consideration for the convertible
preferred issue that converts into 3,289.55 common shares is $ 55,173.34.
Amster Trading Company purchased Prime Retail Convertible
shares with working capital without borrowing. The total
consideration for the convertible preferred issue that converts
into 83,375.14 common shares is $ 411,931.40.
The Estate of Sonia K. Amster purchased all their common shares
without borrowing. The total consideration for the purchase
is $ 57,087.80.
Gould Trading Company purchased Prime Retail Convertible Preferred
shares with working capital without borrowing. The total
consideration for the convertible preferred issue that converts into
23,636.912 common shares is $ 246,587.40.
The Howard Amster and Tamra F. Gould Charitable Remainder
Unitrust purchased all Prime Retail shares with trust assets without
borrowing. The total consideration for the purchases of the
common shares is $ 474,678.98. The total consideration for the
convertible preferred issue that converts into 59,810 common
shares is $ 213,759.50.
Amster Trading Company Charitable Remainder Unitrust purchased
all the Prime Retail common stock with trust assets without borrowing.
The total consideration for the purchases is $ 1,452,435.58.
Pleasant Lakes Apts Corp purchased all Prime Retail shares
with working capital without borrowing. The total consideration
for the common share purchase is $ 6,742.19. The total consideration
for the convertible preferred issue that converts into 203.354 shares
is $ 3,572.80.
Pleasant Lakes Apts Limited Partnership purchased all Prime Retail
common shares with partnership funds without borrowing. The
total consideration of the purchases is $ 211,727.33.
Ramat Securities Ltd purchased all Prime Retail shares with
working capital without borrowing. The total consideration for
the common share purchases is $ 46,875.00. The total consideration
for the convertible preferred issue that converts into 152,428.3
common shares is $ 428,314.57.
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.
There are no present plans or proposals by any of the purchasers of
record or the beneficial owners as reported in this Schedule 13D which
relate to or would result in the following:
a. The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer provided, however, the
reporting person 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;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
c. A sale or transfer or a material amount of assets of the issuer or
any of its subsidiaries;
d. Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of the terms
of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy
of the issuer;
f. Any other material in the issuer's business or corporate structure;
g. Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
h. Causing a class of securities of the issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
i. A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
The filing of this Schedule 13D 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.
(a)(b) The aggregate amount owned by the Reporting Persons is
2,188,907.221 shares or 5.023 % of the outstanding shares.
Howard Amster in his own name and individual retirement accounts
owns 1,654,946.965 shares or 3.8 % of the outstanding shares.
Amster Limited Partnership owns 12,267.55 shares or .03 %
of the outstanding shares.
Amster Trading Company owns 83,375.14 shares or 0.19 %
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
109,035 shares or 0.25 % 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
COMMON SHARES
<TABLE> <CAPTION>
<S> <C> <C> Where
Identity Date Shares Price Acquired Exec.Broker
Howard Amster & 12/10/97 13737 12.561 Spinoff from Everen
his Individual Horizon Group
Retirement
Accounts 12/11/97 2567 12.407 Spinoff from Everen
Horizon Group
12/12/97 8955 12.31 Spinoff from Everen
Horizon Group
12/15/97 656 11.95 Spinoff from Everen
Horizon Group
12/16/97 1910 12.11 Spinoff from Everen
Horizon Group
12/17/97 8955 12.128 Spinoff from Everen
Horizon Group
12/18/97 5014 12.074 Spinoff from Everen
Horizon Group
12/19/97 4776 11.93 Spinoff from Everen
Horizon Group
12/30/97 33491 11.517 Spinoff from Everen
Horizon Group
12/31/97 7761 11.351 Spinoff from Everen
Horizon Group
5/29/98 2985 11.861 Spinoff from Everen
Horizon Group
6/21/98 1800 8.75 NYSE McDonald & Co
8/7/98 69450 10.53 NYSE Everen Sec
10/21/98 150000 8.751 NYSE Everen Sec
9/28/99 2000 6.625 NYSE Everen Sec
11/11/99 22300 6.896 NYSE First Union
11/12/99 5000 6.812 NYSE First Union
11/15/99 5000 6.781 NYSE First Union
11/16/99 6800 6.733 NYSE First Union
11/17/99 7100 6.713 NYSE First Union
11/27/99 7000 8.75 NYSE McDonald & Co
12/8/99 5000 5.843 NYSE First Union
1/14/00 55000 4.225 NYSE First Union
Amster Limited 1/5/98 477 12.029 Spinoff from Everen
Partnership Horizon Group
1/6/98 1910 11.918 Spinoff from Everen
Horizon Group
4/22/98 5821 13.25 Spinoff from Everen
Horizon Group
1/6/99 770 9.9375 NYSE Everen
Estate of Sonia 10/21/99 8000 7.11 NYSE First Union
K. Amster
Howard Amster & 11/17/97 2525 12.566 Spinoff from Everen
Tamra F. Gould Horizon Corp
Charitable Remainder
8/6/98 22900 10.522 NYSE Everen Sec
Unitrust 8/7/98 11000 10.53 NYSE Everen Sec
9/27/99 10800 6.58 NYSE Everen Sec
9/28/99 2000 6.563 NYSE Everen Sec
Amster Trading Co 11/21/97 3947 12.382 Spinoff from Everen
Charitable Remainder Horizon Group
Unitrust 6/8/98 6030 13.045 Spinoff from Everen
Horizon Group
6/9/98 29790 13.063 Spinoff from Everen
Horizon Group
6/10/98 22686 12.759 Spinoff from Everen
Horizon Group
6/12/98 5970 12.704 Spinoff from Everen
Horizon Group
8/6/98 42100 10.522 NYSE Everen
8/7/98 4000 10.53 NYSE Everen
10/21/99 10000 7.11 NYSE Everen
12/8/99 2000 5.844 NYSE Everen
Pleasant Lake Apts 4/22/98 507 13.298 Spinoff from Everen
Corp Horizon Group
Pleasant Lake Apts 3/6/98 6865 12.944 Spinoff from Everen
Limited Partnership Horizon Group
3/9/98 3045 12.974 Spinoff from Everen
Horizon Group
6/12/98 3940 12.91 Spinoff from Everen
Horizon Group
6/15/98 1134 12.999 Spinoff from Everen
Horizon Group
12/13/99 3000 5.844 NYSE Everen
Ramat Securities Ltd
8/16/00 50000 .3281 NYSE Bear Stearns
8/17/00 25000 .375 NYSE Bear Stearns
shares sold
9/1/00 8100 .625 NYSE Bear Stearns
</TABLE>
Convertible Preferred Shares
<TABLE> <CAPTION>
<S> <C> <C>
Identity Date Shares Price Acquired Exec. Broker
Howard Amster & 11/17/97 2080 20.492 Spinoff from Everen
his individual Horizon Group
retirement 12/12/97 1420 19.474 Spinoff from Everen
accounts Horizon Group
12/15/97 220 18.88 Spinoff from Everen
Horizon Group
12/16/97 640 19.152 Spinoff from Everen
Horizon Group
12/17/97 3000 19.184 Spinoff from Everen
Horizon Group
12/18/97 1680 19.987 Spinoff from Everen
Horizon Group
12/19/97 1600 18.87 Spinoff from Everen
Horizon Group
12/30/97 11220 18.25 Spinoff from Everen
Horizon Group
12/31/97 2600 17.95 Spinoff from Everen
Horizon Group
5/29/98 1000 18.763 Spinoff from Everen
Horizon Group
12/16/99 2000 11.987 NYSE First Union
1/14/00 7300 10.416 NYSE First Union
1/18/00 215000 8.465 NYSE Bear Stearns
1/19/00 27000 8.471 NYSE First Union
1/19/00 6400 8.418 NYSE Bear Stearns
1/19/00 20000 8.471 NYSE First Union
1/26/00 13300 9.794 NYSE First Union
1/27/00 8600 9.812 NYSE First Union
1/28/00 3000 9.562 NYSE First Union
1/31/00 2900 9.375 NYSE First Union
2/1/00 1200 9.468 NYSE First Union
2/2/00 9000 8.805 NYSE First Union
6/12/00 20400 4.687 NYSE Bear Stearns
6/13/00 27600 4.586 NYSE Bear Stearns
6/22/00 33000 6.39 NYSE Fried.Billings
7/27/00 4200 5.869 NYSE Bear Stearns
7/28/00 7600 5.833 NYSE Bear Stearns
8/1/00 2500 6.125 NYSE Bear Stearns
8/8/00 4900 6.437 NYSE Bear Stearns
8/16/00 6500 4.786 NYSE Bear Stearns
9/1/00 95000 4.125 NYSE Bear Stearns
9/5/00 95229 4.145 NYSE Bear Stearns
9/6/00 169561 4.161 NYSE Bear Stearns
9/7/00 218675 4.173 NYSE Bear Stearns
Amster Limited 1/5/98 160 19.14 Spinoff from Everen
Partnership Horizon Group
1/6/98 640 18.98 Spinoff from Everen
Horizon Group
4/22/98 1950 20.49 Spinoff from Everen
Horizon Group
Amster Trading Co 1/19/00 23000 8.4714 NYSE First Union
6/12/00 9800 4.687 NYSE Bear Stearns
6/13/00 36900 4.586 NYSE Bear Stearns
Gould Trading Co 11/13/97 4760 20.372 Spinoff from Everen
Horizon Group
11/14/97 5000 20.477 Spinoff from Everen
Horizon Group
6/12/00 10000 4,687 NYSE Bear Stearns
Howard Amser & 9/11/00 50000 4.25 NYSE Bear Stearns
Tamra F. Gould
Charitable Remainder
Unitrust
Pleasant Lake Apts
Corp. 4/22/98 170 21.065 Spinoff from Everen
Horizon Group
Ramat Securities Ltd
9/1/98 3000 16.838 NYSE Everen
12/15/99 11000 11.169 NYSE First Union
6/12/00 10000 4.687 NYSE Bear Stearns
6/21/00 800 5.437 NYSE Bear Stearns
6/21/00 1200 6.625 NYSE Bear Stearns
6/21/00 2000 5.77 NYSE Bear Stearns
8/16/00 2000 4.786 NYSE Bear Stearns
8/21/00 200 4.50 NYSE Bear Stearns
8/23/00 3100 4.590 NYSE Bear Stearns
8/24/00 300 4.625 NYSE Bear Stearns
8/28/00 400 4.625 NYSE Bear Stearns
8/29/00 2500 4.325 NYSE Bear Stearns
9/1/00 25000 4.15 NYSE Bear Stearns
9/5/00 5000 4.1706 NYSE Bear Stearns
9/7/00 5000 4.1736 NYSE Bear Stearns
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships with
respect to securities of the issuer with any person except as set forth in
items 2, 3, 5 above.
Item 7. Material to be filed as exhibits.
Agreement between Howard Amster and Tamra F. Gould concerning
this Schedule 13D.
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 9/18/00
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
---------------------------------------------------------------------
EXHIBIT
AGREEMENT
Howard Amster and Tamra F. Gould hereby agree that the Schedule 13D
to which this Agreement is attached as an exhibit is filed on behalf of
each of them.
Date 9/18/00 Howard Amster
Tamra F. Gould
