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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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PRIME RETAIL, INC.
(Name of Issuer)
PRIME RETAIL, INC.
(Name of Person(s) Filing Statement)
8.5% SERIES B CUMULATIVE PARTICIPATING CONVERTIBLE PREFERRED STOCK,
PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
741570 30 3
(CUSIP Number of Class of Securities)
MICHAEL B. RESCHKE
CHAIRMAN OF THE BOARD
PRIME RETAIL, INC.
100 EAST PRATT STREET
NINETEENTH FLOOR
BALTIMORE, MARYLAND 31202
(410) 234-0782
(Name, Address and Telephone Number of Person Authorized to Receive Mailings
and Communications on Behalf of Person(s) Filing Hereunder)
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WAYNE D. BOBERG, ESQ. J. WARREN W. CORNELL, JR., ESQ.
STEVEN J. GAVIN, ESQ. BRUCE GILCHRIST, ESQ.
WINSTON & STRAWN HOGAN & HOUSTON, LLP
35 WEST WACKER DRIVE COLUMBIA SQUARE
CHICAGO, ILLINOIS 60601 555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
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APRIL 26, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
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EXHIBIT INDEX BEGINS ON PAGE 4
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This Amendment No. 2 to Schedule 13E-4 being filed by Prime Retail, Inc., a
Maryland corporation (the "Company"), amends and supplements the Issuer Tender
Offer Statement on Schedule 13E-4 filed by the Company on April 26, 1996, as
amended by Amendment No. 1 to Schedule 13E-4 filed by the Company on June 11,
1996 (the "Statement"), and relates to the Offer (as defined in the Statement).
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the meanings given to such terms in the Statement.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended as follows:
(b) The Offer expired by its terms at 5 p.m., New York City time, on
June 24, 1996. Pursuant to the terms and conditions of the Offer, the Company
accepted for exchange 4,209,000 shares of its Convertible Preferred Stock
validly tendered and not withdrawn in the Offer. Pursuant to the terms of the
Offer, on June 27, 1996 the Company exchanged 1.6 shares of its Common Stock for
each share of Convertible Preferred Stock accepted for exchange. As a result of
such exchange and after adjustments for fractional shares, the Company issued a
total of 6,734,323 shares of Common Stock to the tendering holders whose shares
of Convertible Preferred Stock were accepted for exchange. After giving effect
to the completion of the Offer, 2,806,000 shares of Convertible Preferred Stock
remain outstanding.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(viii) Press Release, dated June 27, 1996, issued by the Company.
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[SIGNATURE PAGE FOLLOWS]
2
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Amendment to the
Statement is true, complete and correct.
PRIME RETAIL, INC.
By: /s/ C. ALAN SCHROEDER
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C. Alan Schroeder,
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
Dated July 3, 1996
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EXHIBIT INDEX
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PAGE NO.
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*(a)(i) Prospectus dated April 25, 1996.
*(a)(ii) Form of Letter of Transmittal.
*(a)(iii) Form of Notice of Guaranteed Delivery.
*(a)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
*(a)(v) Form of Letter to Clients.
*(a)(vi) Form of Cover Letter to Prospectus and Letter of Transmittal from Mr. Michael W. Reschke,
Chairman of the Board of the Company, concerning the Offer.
*(a)(vii) Supplement dated June 10, 1996 to Prospectus dated April 25, 1996.
**(a)(viii) Press Release, dated June 27, 1996, issued by the Company.
(b) Not applicable.
*(c) Engagement Letter, dated January 16, 1996, by and between Friedman, Billings, Ramsey &
Co., Inc. and Prime Retail, Inc., as amended by the amendment thereto dated February 28,
1996.
*(d) Opinion of Winston & Strawn regarding certain federal income tax matters with respect to
the Offer.
*(e) See the Prospectus filed as Exhibit (a)(i) above.
*(f) Not applicable.
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* Previously filed.
** Filed herewith.
4
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Exhibit (a)(viii)
FOR IMMEDIATE RELEASE FOR MORE INFORMATION
JUNE 27, 1996 CONTACT: ROBERT P. MULRESNEY
CHIEF FINANCIAL OFFICER
(410) 234-0782
PRIME RETAIL ANNOUNCES FINAL RESULTS
OF EXCHANGE OFFER FOR SERIES B
CONVERTIBLE PREFERRED STOCK
BALTIMORE - Prime Retail, Inc. (the "Company") (NASDAQ: PRME, PRMEP)
today announced the final number of shares of its outstanding 8.5% Series B
Cumulative Participating Convertible Preferred Stock (the "Convertible
Preferred Stock") validly tendered and not withdrawn in its registered
exchange offer to exchange shares of its Common Stock ("Common Stock") for up
to 4,209,000 shares, or 60%, of its Convertible Preferred Stock. The Exchange
Offer expired by its terms on June 24, 1996.
Wilmington Trust Company, the exchange agent for the Exchange Offer,
previously provided a report to the Company that did not include a valid
tender of 572,152 shares of Convertible Preferred Stock. According to
Wilmington Trust Company's revised final report, 4,648,650 shares, or
approximately 66.27%, of the outstanding Convertible Preferred Stock were
validly tendered by holders and not withdrawn prior to the expiration of the
Exchange offer. The Company is pleased that the final number of tendered
shares of Convertible Preferred Stock exceeded the maximum permitted exchange
amount.
-more-
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In addition, and also according to the exchange agent's revised final
report, an ownership limitation adjustment was required to be made pursuant
to the terms of the Exchange Offer. After giving effect to the ownership
limitation adjustment, which has been disclosed to the affected tendering
holders, the Company has accepted for exchange 4,209,000 shares of
Convertible Preferred Stock in accordance with the terms of the Exchange
Offer, representing 60% of the Convertible Preferred Stock outstanding prior
to the Exchange Offer. The proration factor of 90.902481% will be applied to
each share of Convertible Preferred Stock validly tendered by holders not
subject to the ownership limitation adjustment. The Company issued today
6,734,323 shares of its Common Stock in exchange for such Convertible
Preferred Stock. The Common Stock so issued will be entitled to the
previously announced special cash dividend of $0.145 per share approved by
the Company's board of directors.
Prime Retail, Inc. is a self-administered, self-managed, real estate
trust engaged in the ownership, development, construction, acquisition,
leasing, marketing and management of factory outlet centers. The Company's
outlet center portfolio consists of 17 outlet centers in 14 states, which
totaled approximately 4.3 million square feet of gross leasable area as of
March 31, 1996. Prime Retail has been an owner and developer of factory
outlet centers since 1988.
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