PRIME RETAIL INC
8-K, 1997-02-13
REAL ESTATE INVESTMENT TRUSTS
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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)               February 13, 1997
                                                               -----------------


                               Prime Retail, Inc.
     ----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Maryland                        0-23616               52-1836258
- ----------------------------------    -------------------   --------------------
 (State of other jurisdiction of        (Commission File       (IRS Employer
         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
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

================================================================================

<PAGE>

                               PRIME RETAIL, INC.



ITEM 5:  Other Events

         Reference is made to the Press Release dated February 13, 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
                                                                         ------
                   Press Release dated February 13, 1997 announcing       10.1
                   Prime Retail's purchase of three factory outlets
                   and an additional 20.0% interest in Oxnard Factory
                   Outlet.










                                        2
<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:  February 13, 1997


                                                By:    /s/ Robert P. Mulreaney
                                                       ----------------------
                                                Name:  Robert P. Mulreaney
                                                Title: Executive Vice President,
                                                       Chief Financial Officer
                                                       and Treasurer









                                        3
<PAGE>


                                  EXHIBIT INDEX
                                  -------------


                                                                      Exhibit
                                                                      -------
    Press Release dated February 13, 1997 announcing Prime              10.1
    Retail's purchase of three factory outlets and an
    additional 20.0% interest in Oxnard Factory Outlet.












                                       4










FOR IMMEDIATE RELEASE                           FOR MORE INFORMATION
FEBRUARY 13, 1997                               CONTACT: ROBERT P. MULREANEY
                                                         CHIEF FINANCIAL OFFICER

                                                     ANYA T. HARRIS
                                                     PUBLIC RELATIONS
                                                     (410) 234-0782


                  PRIME RETAIL INCREASES ITS OUTLET PORTFOLIO;
                DEVELOPER PURCHASES THREE FACTORY OUTLET CENTERS
                   AND ADDITIONAL INTEREST IN EXISTING CENTER


     BALTIMORE -- Prime Retail,  Inc. ("Prime Retail" or the "Company") (NASDAQ:
PRME,  PRMEP) has purchased Oak Creek Factory Outlets,  Bend Factory Outlets and
Coeur D'Alene Factory  Outlets from an unrelated  third party for  approximately
$37.3  million.  In  addition,  on February 7, 1997,  the Company  purchased  an
additional  20.0% equity interest from a joint venture partner in Oxnard Factory
Outlet,  which brings Prime  Retail's  total equity  interest in the property to
50.0%.
     Abraham Rosenthal,  chief executive officer of the Company, stated, "We are
pleased to add the three new outlet centers to our portfolio and to increase our
ownership of the Oxnard project. These acquisitions are expected to be accretive
to our earnings and are compatible  with our existing  outlet center  portfolio.
The three centers also give Prime Retail presence in the  West/Northwest  region
of the United States where we see population growth."

PURCHASE OF OAK CREEK FACTORY OUTLETS, BEND FACTORY OUTLETS AND COEUR D'ALENE 
FACTORY OUTLETS
     Prime Retail acquired Oak Creek Factory  Outlets,  Bend Factory Outlets and
Coeur D'Alene Factory  Outlets for an aggregate  purchase price of $37.3 million
from an unrelated  third  party.  The Company  financed  the purchase  with loan
proceeds from a financial  institution and a $4.0 million promissory note issued
to the seller.
     Oak Creek Factory Outlets is located in Sedona,  Arizona, which is north of
Phoenix  and  south of the Grand  Canyon.  Oak Creek  Factory  Outlets  contains
approximately  82,000 square feet of gross  leaseable area ("GLA") and was 98.6%
occupied at December  31, 1996.  Lead  merchants  at Oak Creek  Factory  Outlets




                                    --MORE--
<PAGE>




PRIME RETAIL INCREASES ITS OUTLET PORTFOLIO                               PAGE 2


include  Jones New York,  Mikasa,  Anne Klein,  G.H.  Bass,  Nine West,  and Van
Heusen. Oak Creek Factory Outlets is the only center in the Sedona market and is
compatible  with  Arizona  Factory  Shops that the  Company  developed  north of
Phoenix.
     Bend Factory Outlets is located in Bend,  Oregon,  which is east of Eugene,
Oregon and  southeast of Portland and is the only outlet  center in this market.
Bend Factory Outlets  contains  approximately  97,000 square feet of GLA and was
100.0%  occupied at December 31, 1996.  Lead  merchants at Bend Factory  Outlets
include Eddie Bauer, Levi's Outlet, G.H. Bass, Reebok, and Nine West.
     Coeur D'Alene Factory Outlets is located in Post Falls,  Idaho, which is 30
miles east of  Spokane,  Washington.  Coeur  D'Alene  Factory  Outlets  contains
approximately  179,000 square feet of GLA and was 85.3% occupied at December 31,
1996. Lead merchants include Mikasa,  L'eggs/Hanes/Bali/Playtex,  G.H. Bass, Van
Heusen, and Levi's Outlet.
     William H.  Carpenter,  Jr.,  president  of the  Company,  stated "With the
addition of the three new outlet centers,  Prime Retail  continues to retain its
industry position as the second largest developer,  owner and manager of factory
outlet  centers in the United  States  based on total GLA.  We believe  that our
leasing, marketing, and operations teams will enhance the shopping experience at
these centers."

PURCHASE OF ADDITIONAL 20% PARTNERSHIP INTEREST IN OXNARD FACTORY OUTLET
     On February 7, 1997, Prime Retail purchased an additional 20.0% partnership
interest in Oxnard Factory Outlet from an unrelated  third party. As a result of
this  purchase,  the Company  owns a 50.0%  equity  interest  in Oxnard  Factory
Outlet.  The remaining 50.0% equity interest is owned by an affiliate of Fru-Con
Development Corporation. Oxnard Factory Outlet is located in Oxnard, California,
which is south of Santa Barbara and north of Los Angeles.  Oxnard Factory Outlet
contains  approximately  148,000  square  feet of GLA and was 89.0%  occupied at
December 31, 1996.  Lead merchants  include Harmon Audio,  Casual Corner Outlet,
Fila, Gap Outlet,  Geoffrey  Beene,  Nine West,  L'eggs/Hanes/Bali/Playtex,  Max
Studio, and Petite Sophisticate.
     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's outlet center portfolio includes 24 outlet centers in 18
states,  which total  approximately 6.1 million square feet of GLA. Prime Retail
has been a  developer  of factory  outlet  centers  since 1988.  For  additional
information, visit Prime Retail's web site at: http://www.primeretail.com.



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