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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 11, 1997
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Prime Retail, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 0-23616 52-1836258
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(State of other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
100 East Pratt Street
Nineteenth Floor, Baltimore, Maryland 21202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (410) 234-0782
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No Change
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(Former name or former address, if changed since last report)
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PRIME RETAIL, INC.
ITEM 5: Other Events
Reference is made to the Press Release dated August 11, 1997 attached
hereto as Exhibit 10.1 and incorporated by reference herein.
ITEM 7: Financial Statements and Exhibits
A. Financial Statements: None
B. Exhibits:
Description Exhibit
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Press Release dated August 11, 1997 announcing Prime 10.1
Retail's arrangement of $60.0 million private preferred
equity investment
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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: August 11, 1997
By: /s/ Robert P. Mulreaney
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Name: Robert P. Mulreaney
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
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EXHIBIT INDEX
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Exhibit
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Press Release dated August 11, 1997 announcing Prime 10.1
Retail's arrangement of $60.0 million private preferred
equity investment
EXHIBIT 10.1
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FOR IMMEDIATE RELEASE FOR MORE INFORMATION
August 11, 1997 Contact: Abraham Rosenthal
Chief Executive Officer
Robert P. Mulreaney
Chief Financial Officer
Brian J. Lewbart
Director, Public Relations
(410) 234-0782
PRIME RETAIL ARRANGES $60.0 MILLION
PRIVATE PREFERRED EQUITY INVESTMENT TO ACCELERATE
ACQUISITION AND DEVELOPMENT PROGRAMS
BALTIMORE -- Prime Retail, Inc. (NASDAQ: PRME, PRMEP) today announced
that it has entered into a purchase agreement with an institutional investor
pursuant to which a new series of cumulative convertible non-voting preferred
securities will be issued in exchange for an aggregate $60.0 million. Proceeds
will be used to fund the Company's continued acquisition and development
programs.
The convertible preferred equity securities will be issued at $13.75
per unit, subject to adjustment in certain circumstances to an amount not less
than $13.25. An initial $10.0 million of proceeds will be drawn on or before
September 8, 1997. The balance of the proceeds may be drawn through December 6,
1997, with the timing and amount of draws determined, subject to certain
limitations, at the discretion of the Company. The preferred securities will pay
dividends equivalent to the amount being paid on the Company's shares of common
stock, with a minimum equal to the current annual amount of $1.18 per share. The
preferred securities may be converted into shares of common stock on a
one-to-one basis commencing August 8, 1998 (or earlier under certain
conditions). In addition, the Company has waived the ownership limitations of
the common stock to permit the investor to own, at any one time, the shares of
common stock issuable upon conversion of the preferred securities. The Company
has the right to call the preferred securities after ten years. Subject to
certain conditions, the preferred securities may take the form of shares of
preferred stock in the
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PRIME RETAIL ARRANGES $60.0 MILLION INVESTMENT Page 2
Company or preferred units of partnership interest in Prime Retail, L.P. that
will be exchangeable for shares of preferred stock or common stock on a
one-to-one basis.
Pursuant to the purchase agreement, as long as the investor owns more
than 9.9% of the outstanding shares of common stock of the Company, the investor
will be subject to certain standstill restrictions, including restrictions
relating to the acquisition of additional shares and various other matters.
Pursuant to a registration rights agreement, the Company has granted the
investor certain registration rights to facilitate resale of its shares under
certain conditions.
"One of our primary objectives in 1997 was to strengthen our capital
structure to better position the Company to pursue our growth strategy," said
Abraham Rosenthal, chief executive officer of Prime Retail, Inc. "This private
equity capital will provide us with additional financial flexibility to support
our continued acquisition and development programs."
Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, development, and management of
factory outlet centers. As of June 30, 1997, Prime Retail's outlet center
portfolio included 24 outlet centers in 18 states, which total approximately 6.1
million square feet of gross leasable area that was approximately 94% leased.
Prime Retail has been a developer of factory outlet centers since 1988.
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