SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
OR 15d-17 THEREUNDER
PRIME RETAIL, INC.
(Exact name of issuer as specified in charter)
100 EAST PRATT STREET
NINETEENTH FLOOR
BALTIMORE, MARYLAND 21202
(Address of principal executive offices)
Issuer's telephone number, including area code 410-234-0782
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase of decrease) of five percent or more in the
number of shares outstanding:
1. Title of security Common Stock
2. Number of shares before the change 2,875,000
3. Number of shares outstanding after the change 9,609,323
4. Effective date of the change June 27, 1996
5. Method of the change: Exchange offer
Give brief description of transaction Pursuant to the terms and conditions of
an exchange offer which expired by its terms on June 24, 1996, 4,209,000 shares
of the Company's 8.5% Series B Cumulative Participating Convertible Preferred
Stock ("Convertible Preferred Stock"), were exchanged for 6,734,323 shares of
Common Stock, a basis of 1.6 shares of Common Stock for each share of
Convertible Preferred Stock validly tendered and accepted.
II. CHANGE IN NAME OF THE ISSUER
1. Name prior to change
2. Name after change
3. Effective date of charter amendment changing name
4. Date of shareholder approval of change, if required
Date July 18, 1996 /s/ Robert P. Mulreaney
Robert P. Mulreaney
Executive Vice President,
Chief Financial Officer
and Treasurer
