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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) December 2, 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 (Commission (IRS Employer
of incorporation) File 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 2: Acquisition or Disposition of Assets
Reference is made to the Press Release dated December 3, 1997
attached hereto as Exhibit 10.1 and incorporated by reference
herein.
ITEM 5: Other Events
Reference is made to the Press Release dated December 3, 1997
attached hereto as Exhibit 10.1 and incorporated by reference
herein.
ITEM 7: Financial Statements and Exhibits
A. Financial Statements of Businesses Acquired:
Pursuant to Item 7(a)(4) of the Form 8-K,
the Company states that it is impracticable to file
the required audited financial statements covering
the most recent fiscal year and the unaudited interim
financial information for the real estate properties
acquired at the time this report is filed. Such
financial information is expected to be filed on or
before February 15, 1998.
B. Pro Forma Financial Information:
Pursuant to Item 7(b)(2) of the Form 8-K,
the Company states that it is impracticable to file
the required pro forma financial information at the
time this report is filed. Such pro forma financial
information is expected to be filed on or before
February 15, 1998.
C. Exhibits:
Description Exhibit
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Press Release dated December 3, 1997 10 .1
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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: December 4, 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 December 3, 1997 10.1
FOR IMMEDIATE RELEASE FOR MORE INFORMATION, CALL:
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December 3, 1997 Media: Brian J. Lewbart
Director of Public Relations
(410) 234-1755 (office)
(410) 729-2684 (home)
(410) 615-6905 (cellular)
Investors: Robert P. Mulreaney
Chief Financial Officer
(410) 234-0782
PRIME RETAIL ACQUIRES OUTLET CENTERS
IN NIAGARA FALLS, NY AND SHASTA, CA FOR $101 MILLION
Transaction Continues Developer's Growth Strategy and
Increases 1997 Property Acquisitions To $164 Million For Seven Centers
Totaling 1.2 Million Square Feet
BALTIMORE - Prime Retail, Inc. (NYSE: PRT, PRT.PRB) has acquired Niagara
International Factory Outlets in Niagara Falls, N.Y. and Shasta Factory Stores
in Shasta, Calif. from Benderson Development Co. for a combined purchase price
of $101 million. Prime Retail financed the purchase by assuming existing
mortgage financing on Niagara International Factory Outlets of approximately
$31.5 million and using proceeds from recently completed equity offerings and
corporate financings.
"These properties are great additions to our outlet center portfolio
and will be accretive to our earnings," said Prime Retail Chief Executive
Officer Abraham Rosenthal. "Part of our growth strategy this year called for the
acquisition of no less than $100 million of existing outlet centers on terms and
conditions that would be accretive to our shareholders. This transaction,
combined with our earlier purchase this year of five centers totaling 522,000
square feet for $63.3 million, achieves our goal."
This purchase increases Prime Retail's current outlet center portfolio
to 28 centers in 20 states, totaling approximately 7.2 million square feet.
Additionally, Prime Retail recently announced a definitive merger agreement with
Horizon Group, Inc., whereby Prime Retail would integrate into its portfolio the
top 20 performing outlet centers of Horizon's 37 outlet centers. The Horizon
transaction, expected to close in the first quarter of 1998, would increase
Prime Retail's portfolio to 45 centers in 25 states, totaling 12.5 million
square feet and make Prime Retail the largest owner, operator and developer of
factory outlet centers in the U.S.
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PRIME RETAIL ACQUIRES TWO OUTLET CENTERS/Page 2
Niagara International Factory Outlets serves the Buffalo, N.Y.;
Ontario, Canada; and tourist markets. The center contains approximately 534,000
square feet - making it one of the 10 largest outlet centers in the U.S.
according to Value Retail News - and was 91% occupied as of November 20, 1997.
Lead merchants at Niagara International Factory Outlets include Bose, Brooks
Brothers, Burberry's, Calvin Klein, Christian Dior, Coach, Donna Karan, Eddie
Bauer, Estee Lauder, Gap, J. Crew, Jones New York, Nautica, OFF 5TH-Saks Fifth
Avenue Outlet, Polo Ralph Lauren Factory Store and Tommy Hilfiger.
"Niagara International Factory Outlets is the dominant center in its
marketplace," said Prime Retail President and Chief Operating Officer William H.
Carpenter, Jr. "The center's strong annual sales, which are approximately $270
per square foot; its superior tenant mix; and Niagara Falls' popularity as a
tourist destination make this acquisition very appealing."
Shasta Factory Stores, six miles west of Redding, Calif., serves the
northern California tourist market. The center contains approximately 165,000
square feet and was 87% occupied as of November 20, 1997. Lead merchants at
Shasta Factory Stores include Bugle Boy, Polo Ralph Lauren Factory Store, Tommy
Hilfiger and VF Factory Outlet.
"Tourist areas are prime locations for outlet centers, and Shasta's
location in heavily visited northern California makes it a desirable center,"
Carpenter said.
Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, development, and management of
factory outlet centers. Prime Retail has been a developer of factory outlet
centers since 1988. For more information, visit Prime Retail's web site:
www.primeretail.com.
Some of the information contained herein includes forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 which reflect management's current views with respect to future events and
financial performance and, accordingly, such statements are subject to various
risks and uncertainties.
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