FORM 4 OMB APPROVAL
OMB Number: 3235-0287
Expires: September 30, 1998
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
/X/ Check this box if no
longer subject to
Section 16, Form 4 or
Form 5 obligations may
continue. See Instruction
1(b)
Filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f)
of the Investment Company Act of 1940
1. Name and Address of Reporting Person:
Martin Sherman
4555 Lake Forest Drive, Suite 515
Cincinnati, OH 45242
2. Issuer Name and Ticker or Trading Symbol:
Horizon Group, Inc./HGI (1)
3. IRS or Social Security Number of Reporting Person
(Voluntary):
###-##-####
4. Statement for Month/Year:
June 1998
5. If Amendment, Date of Original (Month/Year):
6. Relationship of Reporting Person(s) to Issuer (check all
applicable):
_XX Director ___ 10% Owner
____ Officer (give title below) ___ Other (specify below)
__________________________
7. Individual or Joint/Group Filing (Check Applicable line)
X Form filed by One Reporting Person
____ Form filed by More than One Reporting Person
Table I - Non Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3):
Common Stock
2. Transaction Date (Month/Day/Year):
June 15, 1998
3. Transaction Code (Instr. 8):
Code: J(2)
V:
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and
5):
Amount:
1,000
(A) or (D):
D
Price:
(2)
5. Amount of Securities Beneficially Owned at End of Month
(Instr. 3 and 4):
0
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4):
d
7. Nature of Indirect Beneficial Ownership (Instr. 4):
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly. (Over)
*If the form is filed by more than one reporting person,
see Instruction 4(b)(v). SEC 1474 (7-96)
TABLE II - Derivative Securities Acquired,
Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3):
Director Stock Option
Director Stock Option
2. Conversion or Exercise Price of Derivative Security:
24.380
21.630
3. Transaction Date (Month/Day/Year):
June 15, 1998
June 15, 1998
4. Transaction Code (Instr. 8):
Code:
J(3)
J(3)
V:
5. Number of Derivative Securities Acquired (A) or Disposed
of (D) (Instr. 3, 4, and 5):
(A):
(D):
5,000
5,000
6. Date Exercisable and Expiration Date (Month/Day/Year):
Date Exercisable:
1,666 shares vested July 14, 1996
1,667 shares vested May 22, 1997
1,667 shares vested July 14, 1997
The remaining 3,333 shares vested on June 15, 1998, upon the
consummation of the Merger.
Expiration Date:
June 30, 2005
May 14, 2006
7. Title and Amount of Underlying Securities (Instr. 3 and 4):
Title:
Common Stock
Common Stock
Amount or Number of Shares:
5,000
5,000
8. Price of Derivative Security (Instr. 5):
(3)
(3)
9. Number of derivative Securities Beneficially Owned at End of
Month (Instr. 4):
0
0
10. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 4):
D
D
11. Nature of Indirect Beneficial Ownership (Instr. 4):
Explanation of Responses:
(1) On June 15, 1998, Horizon Group, Inc. merged into Sky Merger
Corp., a wholly-owned subsidiary and immediately thereafter, Prime Retail,
Inc., merged into Sky Merger Corp. (the "Merger"). The surviving
corporation in the Merger changed its name to Prime Retail, Inc. and is
trading under the symbol PRT.
(2) Converted into common shares of Prime Retail, Inc. and Series B
Preferred Stock of Prime Retail, Inc. at the exchange ratio of 0.597 of a
share of Prime Retail, Inc. common stock and 0.20 of a share of Prime
Retail, Inc.. Series B Preferred Stock per share of Horizon common stock.
(3) This option was assumed by Prime Retail, Inc. and is now
exercisable for shares of Prime Retail, Inc. common stock on the same terms
except the option continues to be exercisale regardless of death,
disability or termination of optionee.
/s/ Martin Sherman
________________________________
** Signature of Reporting Person
________________________________
Date: July 10, 1998
**INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C.
78ff(a).
Note: File three copies of this form, one of which must be
manually signed. If space provided is insufficient, see
Instruction 6 for procedure.
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB NUMBER.
Page 2
SEC 1474 (7/96)
