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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 1, 1996
----------------
Prime Retail, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 0-23616 52-1836258
- ---------------------------- ------------------- --------------------
(State of other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
100 East Pratt Street
Nineteenth Floor, Baltimore, Maryland 21202
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (410) 234-0782
--------------
No Change
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(Former name or former address, if changed since last report)
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<PAGE>
PRIME RETAIL, INC.
ITEM 2: Acquisition or Disposition of Assets
As reported in the Form 8-K filed with the Securities and Exchange
Commission on November 1, 1996, Prime Retail, Inc. (the "Company") acquired the
Rocky Mountain Factory Stores and the Kansas City Factory Outlets (the "JMJ
Acquired Properties") for an aggregate purchase price of $71.3 million. These
centers were purchased by the Company from companies controlled by JMJ
Properties, Inc., based in Muskegon, Michigan. The Company financed the purchase
with (i) the proceeds from certain mortgage loan transactions provided by Nomura
Asset Capital Corporation ("Nomura") that closed on November 1, 1996, and (ii)
the issuance to the seller of a $12.0 million non-recourse promissory note.
In addition, on November 1, 1996, the Company closed its previously
reported agreement with Fru-Con Projects, Inc. ("Fru-Con") to purchase Fru-Con's
first mortgage and 50.0% partnership interest in Grove City Factory Shops
("Grove City F.S."). Grove City F.S. is located in Grove City, Pennsylvania
approximately 40 miles north of Pittsburgh. The terms of the agreement provided
for the Company's purchase of Fru-Con's first mortgage and 50.0% interest for
$56.0 million. The Company financed the transaction primarily with the proceeds
from the Nomura loan transactions.
Financial statements for the acquisition of the JMJ Acquired Properties and
Grove City F.S. are included in this Form 8-K/A-2.
ITEM 5: Other Events
None
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<PAGE>
ITEM 7: Financial Statements and Exhibits
The following financial statements, unaudited pro forma financial
information and exhibits are filed as part of this report:
A. Financial statements of the real estate acquired, prepared pursuant to
Rule 3-14 of Regulation S-X:
PAGE
----
(1)(i) Audited statement of revenue and certain
expenses of the JMJ Acquired Properties
Report of Independent Auditors 7
Statement of Revenue and Certain Expenses for the year
ended December 31, 1995 8
Notes to Statement of Revenue and Certain Expenses 9
(ii) Audited statement of revenue and certain expenses of
Grove City F.S.
Report of Independent Auditors 10
Statement of Revenue and Certain Expenses for the
year ended December 31, 1995 and 1994 11
Notes to Statement of Revenue and Certain Expenses 12
B. Unaudited pro forma financial information required pursuant to Article
11 of Regulation S-X:
(1) Pro Forma Consolidated Balance Sheet -- September 30, 1996 13
Pro Forma Consolidated Statement of Operations -- Year ended
December 31, 1995 15
Pro Forma Consolidated Statement of Operations -- Nine months
ended September 30, 1996 17
The unaudited pro forma condensed balance sheet as of September
30, 1996 is based on the unaudited historical financial statements of
the JMJ Acquired Properties, Grove City F.S. and the Company after
giving effect to the acquisitions as described in Item 2 (the
"Acquisitions") and certain adjustments as described in the
accompanying notes to the unaudited pro forma financial statements.
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<PAGE>
The unaudited pro forma condensed statement of operations for
the year ended December 31, 1995 is based, in part, on the audited
historical statements of revenue and certain expenses of the JMJ
Acquired Properties and Grove City F.S. and the audited historical
financial statements of the Company after giving effect to the
Acquisitions and certain adjustments as described in the accompanying
notes to the unaudited pro forma financial statements.
The unaudited pro forma condensed statement of operations for
the nine months ended September 30, 1996 is based on unaudited
historical statements of revenue and certain expenses of the JMJ
Acquired Properties and Grove City F.S. and the unaudited financial
statements of the Company after giving effect to the Acquisitions and
certain adjustments as described in the accompanying notes to the
unaudited pro forma financial statements.
The unaudited pro forma financial statements have been prepared
by the Company based upon the statements of revenue and certain
expenses of the JMJ Acquired Properties and Grove City F.S. (filed with
this report under Item 7(a)). These unaudited pro forma financial
statements may not be indicative of the results that actually would
have occurred if the Acquisitions had been in effect on the dates
indicated or which may be obtained in the future. The unaudited pro
forma financial statements should be read in conjunction with the
audited statements of revenue and certain expenses and notes of the JMJ
Acquired Properties and Grove City F.S., the financial statements of
the Company included in its Annual Report on Form 10-K and Form
10-K/A-1 for the year ended December 31, 1995 and the unaudited
financial statements of the Company on Form 10-Q/A for the nine months
ended September 30, 1996.
C. Exhibits in accordance with the provisions of Item 601 of Regulation
S-K:
Item 23. Consent of Independent Auditors
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<PAGE>
PRIME RETAIL, INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PRIME RETAIL, INC.
(Registrant)
Dated: January 30, 1997
By: /s/ Robert P. Mulreaney
-----------------------
Name: Robert P. Mulreaney
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
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<PAGE>
EXHIBIT INDEX
-------------
Exhibit
-------
Consent of Independent Auditors 23
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<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Owners of Rocky Mountain Factory
Stores and Kansas City Factory Outlets
We have audited the statement of revenue and certain expenses of the JMJ
Acquired Properties (the Properties) as described in Note 2 for the year ended
December 31, 1995. This statement of revenue and certain expenses is the
responsibility of the Properties' management. Our responsibility is to express
an opinion on this statement of revenue and certain expenses based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenue and certain expenses is free of
material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the statement of revenue and certain
expenses. An audit also includes assessing the basis of accounting used and the
significant estimates made by management, as well as evaluating the overall
presentation of the statement of revenue and certain expenses. We believe that
our audit of the statement of revenue and certain expenses provides a reasonable
basis for our opinion.
The accompanying statement of revenue and certain expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission as described in Note 2 and is not intended to be a complete
presentation of the Properties' revenue and expenses.
In our opinion, the statement of revenue and certain expenses referred to above
presents fairly, in all material respects, the revenue and certain expenses
described in Note 2 of the Properties for the year ended December 31, 1995, in
conformity with generally accepted accounting principles.
Ernst & Young LLP
Baltimore, Maryland
November 14, 1996
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<PAGE>
JMJ ACQUIRED PROPERTIES
STATEMENT OF REVENUE AND CERTAIN EXPENSES
Year ended
December 31, 1995
-----------------
REVENUE:
Base rents $5,032,653
Percentage rents 84,151
Tenant reimbursements 2,251,545
Other revenue 101,904
----------
Total revenue 7,470,253
EXPENSES:
Property operating 2,027,491
Real estate taxes 318,494
----------
Total expenses 2,345,985
----------
Revenue in excess of certain expenses $5,124,268
==========
See accompanying notes.
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<PAGE>
JMJ ACQUIRED PROPERTIES
NOTES TO THE STATEMENT OF REVENUE AND CERTAIN EXPENSES
1. BUSINESS
The accompanying statement of revenue and certain expenses includes the combined
operations of the following factory outlet center properties (the "Properties")
owned by an unaffiliated party.
Property Name Location Square Footage
- ----------------------------- ------------------- ---------------
Rocky Mountain Factory Stores Loveland, Colorado 302,940 sq. ft.
Kansas City Factory Outlets Odessa, Missouri 190,589 sq. ft
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying statement of revenue and certain expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission. This statement is not representative of the actual
operations of the Properties for the period presented nor indicative of future
operations as certain expenses, consisting of interest expense, depreciation,
management fees and certain other operating expenses have been excluded.
A summary of unaudited expenses are as follows:
Year ended
December 31, 1995
-----------------
Interest expense $1,994,321
Depreciation and amortization 906,635
Management fees 246,825
Other 19,540
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Total unaudited expenses $3,167,321
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REVENUE RECOGNITION
Rental revenue is recognized as income in the period earned.
3. RENTALS
The Properties have entered into tenant leases with terms from three to ten
years. The leases provide for tenants to share in increases in operating
expenses and real estate taxes in excess of base amounts, as defined.
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<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Owners of Grove City
Factory Shops
We have audited the statement of revenue and certain expenses of Grove City
Factory Shops ("Grove City") as described in Note 2 for the year ended December
31, 1995. This statement of revenue and certain expenses is the responsibility
of Grove City's management. Our responsibility is to express an opinion on this
statement of revenue and certain expenses based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenue and certain expenses is free of
material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the statement of revenue and certain
expenses. An audit also includes assessing the basis of accounting used and the
significant estimates made by management, as well as evaluating the overall
presentation of the statement of revenue and certain expenses. We believe that
our audit of the statement of revenue and certain expenses provides a reasonable
basis for our opinion.
The accompanying statement of revenue and certain expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission as described in Note 2 and is not intended to be a complete
presentation of Grove City's revenue and expenses.
In our opinion, the statement of revenue and certain expenses referred to above
presents fairly, in all material respects, the revenue and certain expenses
described in Note 2 of Grove City for the year ended December 31, 1995, in
conformity with generally accepted accounting principles.
Ernst & Young LLP
Baltimore, Maryland
January 30, 1996
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<PAGE>
GROVE CITY FACTORY SHOPS
STATEMENT OF REVENUE AND CERTAIN EXPENSES
Year ended December 31
---------------------------------------
1995 1994
--------------- ---------------
REVENUE:
Base rents $4,863,626 $1,042,565
Percentage rents 532,096 250,000
Tenant reimbursements 2,401,117 575,390
Other revenue 114,496 23,333
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Total revenue 7,911,335 1,891,288
EXPENSES:
Property operating 1,629,418 438,709
Real estate taxes 587,990 203,906
General and administrative 95,399 5,634
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Total expenses 2,312,807 648,249
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Revenue in excess of certain expenses $5,598,528 $1,243,039
========== ==========
See accompanying notes.
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<PAGE>
GROVE CITY FACTORY SHOPS
NOTES TO THE STATEMENT OF REVENUE AND CERTAIN EXPENSES
1. BUSINESS
The accompanying statements of revenue and certain expenses include the
operations of a retail factory outlet center located in Grove City, Pennsylvania
(the "Project"). The Project was completed in three phases: Phase I consisting
of 235,000 square feet opened on August 19, 1994, Phase II consisting of 95,000
square feet, opened on November 19, 1994 and Phase III consisting of 85,000
square feet, opened on November 10, 1995.
On November 1, 1996, Prime Retail, Inc. (the "Company") closed its agreement
with Fru-Con Projects, Inc. ("Fru-Con") to purchase Fru-Con's first mortgage and
50.0% partnership interest in the Project. As a result of this transaction, the
Company owns 100.0% of the Project.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying statements of revenue and certain expenses were prepared for
the purpose of complying with the rules and regulations of the Securities and
Exchange Commission. These statements are not representative of the actual
operations of the Project for the period presented nor indicative of future
operations as certain non-recurring revenues and expenses, consisting of the
sale of land and improvements, interest expense, depreciation and amortization,
and management fees have been excluded.
A summary of unaudited revenues and expenses are as follows:
Year ended December 31
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1995 1994
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Revenue:
Gain on sale of land and improvements $ 288,023 $ --
========== ==========
Expenses:
Interest expense $2,518,300 $ 449,350
Depreciation and amortization 1,434,008 339,615
Management fees 265,277 66,464
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Total unaudited expenses $4,217,585 $ 855,429
========== ==========
REVENUE RECOGNITION
Rental revenue is recognized as income in the period earned.
3. RENTALS
The Project has entered into tenant leases with terms from three to ten years.
The leases provide for tenants to share in increases in operating expenses and
real estate taxes in excess of base amounts, as defined.
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<PAGE>
<TABLE>
PRO FORMA CONSOLIDATED BALANCE SHEET
PRIME RETAIL, INC.
SEPTEMBER 30, 1996
(UNAUDITED)
(000's)
<CAPTION>
Grove
City JMJ
Prime Factory Acquired Pro Forma
Retail, Inc.[A] Shops[B] Properties[C] Adjustments Pro Forma
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in rental property $439,792 $43,672 $35,414 $47,971 [D] $566,849
Cash and cash equivalents 9,602 1,950 2,680 14,232
Restricted cash 2,623 2,623
Accounts receivable, net 6,500 540 11 7,051
Deferred charges, net 11,407 614 (172)[E] 11,849
Due from affiliates, net 1,960 (308)[F] 1,652
Investment in partnerships 13,150 13,150
Other assets 1,039 106 4,589 5,734
-------- ------- ------- ------- --------
Total assets $486,073 $46,882 $42,694 $47,491 $623,140
======== ======= ======= ======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Bonds payable $ 32,900 $32,900
Notes payable 281,768 $46,055 $41,597 $133,893 [G] 415,661
(87,652)[H]
Accrued interest 3,001 262 117 (379)[I] 3,001
Real estate taxes payable 4,074 76 405 4,555
Construction costs payable 5,885 1,923 7,808
Due to affiliates, net 308 (308)[F]
Accounts payable and other liabilities 13,318 793 382 2,047 [J] 15,845
(695)[K]
-------- ------- ------- ------- --------
Total liabilities 340,946 49,417 42,501 46,906 479,770
Shareholders' equity:
Senior Preferred Stock 23 23
Convertible Preferred Stock 28 28
Common Stock 134 110 (110)[L] 134
Additional paid-in capital 165,446 (1,757)[M] 163,689
Distributions in excess of net income (20,504) (20,504)
Partners' capital/(deficit) (2,535) 83 695 [K]
1,757 [M]
-------- ------- ------- ------- --------
Total shareholders' equity 145,127 (2,535) 193 585 143,370
-------- ------- ------- ------- --------
Total liabilities and shareholders' equity $486,073 $46,882 $42,694 $47,491 $623,140
======== ======= ======= ======= ========
</TABLE>
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<PAGE>
NOTES TO PRO FORMA BALANCE SHEET
PRIME RETAIL, INC.
SEPTEMBER 30, 1996
(UNAUDITED)
BALANCE SHEET ADJUSTMENTS:
[A] Historical balance sheet of Prime Retail, Inc. (the "Company") as of
September 30, 1996.
[B] Historical balance sheet of Grove City Factory Shops as of September 30,
1996.
[C] Historical balance sheet of the JMJ Acquired Properties as of September 30,
1996.
[D] To adjust cost bases of rental properties for the acquisition of Grove City
Factory Shops and the JMJ Acquired Properties.
[E] Reflects the write-off of unamortized deferred financing costs related to
the repayment of certain notes payable of Grove City Factory Shops.
[F] Reflects the elimination of receivables and payables between the Company and
Grove City Factory Shops.
[G] Reflects the issuance of debt to finance the acquisition of Grove City
Factory Shops and the JMJ Acquired Properties.
[H] Reflects the repayment of notes payables of Grove City Factory Shops and the
JMJ Acquired Properties.
[I] Reflects the repayment of accrued interest relating to certain notes payable
of Grove City Factory Shops and the JMJ Acquired Properties.
[J] Reflects the assumption of certain obligations related to the JMJ Acquired
Properties.
[K] Reflects the elimination of the Company's investment in Grove City Factory
Shops.
[L] Reflects the elimination of common stock relating to the JMJ Acquired
Properties.
[M] Reflects the reclassification of partner's capital/(deficit) to additional
paid-in capital for Grove City Factory Shops and the JMJ Acquired
Properties.
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<PAGE>
<TABLE>
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
PRIME RETAIL, INC.
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
(000's, EXCEPT PER SHARE INFORMATION)
<CAPTION>
Grove
City JMJ
Prime Factory Acquired Pro Forma
Retail, Inc.[A] Shops[B] Properties[C] Adjustments Pro Forma
---------------- --------------- -------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
REVENUES
Base rents $46,368 $4,864 $5,032 $56,264
Percentage rents 1,520 532 84 2,136
Tenant reimbursements 22,283 2,401 2,252 26,936
Income from investment partnerships 1,729 ($1,669)[D] 60
Interest and other 5,498 402 102 (265)[E] 5,737
------- ------ ------ ------- -------
Total revenues 77,398 8,199 7,470 (1,934) 91,133
EXPENSES
Property operating 17,389 1,630 2,027 21,046
Real estate taxes 4,977 588 318 5,883
Depreciation and amortization 15,438 1,434 907 1,221 [F] 18,941
(59)[G]
Corporate general and administrative 3,878 95 3,973
Interest 20,821 2,518 1,994 2,277 [H] 27,610
Management fees 265 247 (265)[E]
(247)[I]
Other charges 2,089 20 2,109
------- ------ ------ ------- -------
Total expenses 64,592 6,530 5,513 2,927 79,562
------- ------ ------ ------- -------
INCOME (LOSS) BEFORE MINORITY INTERESTS 12,806 1,669 1,957 (4,861) 11,571
Loss allocated to minority interests 5,364 236 [J] 5,600
------- ------ ------ ------- -------
NET INCOME 18,170 1,669 1,957 (4,625) 17,171
Income allocated to preferred shareholders 20,944 20,944
------- ------ ------ ------- -------
NET LOSS APPLICABLE TO COMMON SHARES ($2,774) $1,669 $1,957 ($4,625) ($3,773)
======= ====== ====== ======= =======
LOSS PER COMMON SHARE ($0.96) ($1.31)
======= ======
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 2,875 2,875
======= ======
</TABLE>
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<PAGE>
NOTES TO PRO FORMA STATEMENT OF OPERATIONS
- -
PRIME RETAIL, INC.
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
STATEMENT OF OPERATIONS ADJUSTMENTS:
[A] Historical statement of operations of Prime Retail, Inc. (the "Company")
for the year ended December 31, 1995.
[B] Historical statement of operations of Grove City Factory Shops for the year
ended December 31, 1995.
[C] Historical statement of operations of the JMJ Acquired Properties for the
year ended December 31, 1995.
[D] Reflects the elimination of the Company's income from investment
partnerships for Grove City Factory Shops.
[E] Reflects the elimination of the Company's income attributable to management
fees charged to Grove City Factory Shops.
[F] To adjust depreciation expense attributable to the increase to cost bases
of rental properties for the acquisition of Grove City Factory Shops and
the JMJ Acquired Properties.
[G] Reflects the reduction of amortization of deferred financing costs related
to the notes payable of Grove City Factory Shops.
[H] To adjust interest expense for changes resulting from the issuance of debt
to finance the acquisition of Grove City Factory Shops and the JMJ
Acquired Properties.
[I] Reflects the elimination of the management fees incurred by the JMJ
Acquired Properties.
[J] To adjust loss allocated to minority interests resulting from pro forma
adjustments related to the acquisition of Grove City Factory Shops and the
JMJ Acquired Properties.
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<PAGE>
<TABLE>
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
PRIME RETAIL, INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
(000's, EXCEPT PER SHARE INFORMATION)
<CAPTION>
Grove
City JMJ
Prime Factory Acquired Pro Forma
Retail, Inc.[A] Shops[B] Properties[C] Adjustments Pro Forma
---------------- ---------- --------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
REVENUES
Base rents $38,417 $4,729 $5,580 $48,726
Percentage rents 1,277 357 111 1,745
Tenant reimbursements 18,073 2,383 2,010 22,466
Income from investment partnerships 859 ($749)[D] 110
Interest and other 4,486 50 122 (267)[E] 4,391
------- ------ ------ ------- -------
Total revenues 63,112 7,519 7,823 (1,016) 77,438
EXPENSES
Property operating 14,536 1,435 1,597 17,568
Real estate taxes 3,854 730 405 4,989
Depreciation and amortization 13,578 1,388 1,001 902 [F] 16,801
(68)[G]
Corporate general and administrative 2,832 2,832
Interest 17,343 2,300 2,258 1,970 [H] 23,871
Management fees 267 274 (267)[E]
(274)[I]
Other charges 7,687 116 43 7,846
-------- ------ ------ ------- -------
Total expenses 59,830 6,236 5,578 2,263 73,907
-------- ------ ------ ------- -------
INCOME (LOSS) BEFORE MINORITY INTERESTS
AND EXTRAORDINARY ITEM 3,282 1,283 2,245 (3,279) 3,531
Loss allocated to minority interests 4,660 (96)[J] 4,564
-------- ------ ------ ------- -------
INCOME BEFORE EXTRAORDINARY ITEM 7,942 1,283 2,245 (3,375) 8,095
Extraordinary item - loss on early
extinguishment of debt, net of minority
interests in the amount of $3,263 (1,017) (1,017)
-------- ------ ------ ------- -------
NET INCOME 6,925 1,283 2,245 (3,375) 7,078
Income allocated to preferred shareholders 11,236 11,236
-------- ------ ------ ------- -------
NET LOSS APPLICABLE TO COMMON SHARES ($4,311) $1,283 $2,245 ($3,375) ($4,158)
======== ====== ====== ======= =======
PER COMMON SHARE:
Loss before extraordinary item ($0.51) ($0.48)
Extraordinary item (0.16) (0.16)
======== =======
Net loss ($0.67) ($0.64)
======== =======
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 6,481 6,481
======== =======
</TABLE>
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<PAGE>
NOTES TO PRO FORMA STATEMENT OF OPERATIONS
PRIME RETAIL, INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
STATEMENT OF OPERATIONS ADJUSTMENTS:
[A] Historical statement of operations of Prime Retail, Inc.(the "Company") for
the nine months ended September 30, 1996.
[B] Historical statement of operations of Grove City Factory Shops for the nine
months ended September 30, 1996.
[C] Historical statement of operations of the JMJ Acquired Properties for the
nine months ended September 30, 1996.
[D] Reflects the elimination of the Company's income from investment
partnerships for Grove City Factory Shops.
[E] Reflects the elimination of the Company's income attributable to management
fees charged to Grove City Factory Shops. [F] To adjust depreciation
expense attributable to the increase to cost bases of rental properties for
the acquisition of Grove City Factory Shops and the JMJ Acquired
Properties.
[G] Reflects the reduction of amortization of deferred financing costs related
to the notes payable of Grove City Factory Shops.
[H] To adjust interest expense for changes resulting from the issuance of debt
to finance the acquisition of Grove City Factory Shops and the JMJ Acquired
Properties.
[I] Reflects the elimination of the management fees incurred by the JMJ
Acquired Properties.
[J] To adjust loss allocated to minority interests resulting from pro forma
adjustments related to the acquisition of Grove City Factory Shops and the
JMJ Acquired Properties.
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EXHIBIT 23
----------
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our reports dated January 30, 1996 and November
14, 1996, with respect to the statements of revenue and certain expenses of
Grove City Factory Shops and the JMJ Acquired Properties, respectively, for
the year ended December 31, 1995, included in this Form 8-K/A-2.
Ernst & Young LLP
Baltimore, Maryland
January 30, 1997
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