PRIME RETAIL INC
8-K, 1997-10-30
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)          October 29, 1997
                                                   -----------------------------

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


         Maryland                     0-23616                    52-1836258
- ----------------------------       -------------             -------------------
(State of other jurisdiction        (Commission               (IRS Employer
     of incorporation)              File 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 2:  Acquisition or Disposition of Assets


     Reference  is made to the Press  Release  dated  October 29, 1997  attached
hereto as Exhibit 10.1 and incorporated by reference herein.

ITEM 5:  Other Events

     Reference  is made to the Press  Release  dated  October 29, 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(1)(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
                           December 31, 1997.

                  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  December  31,
                           1997.

                  C.        Exhibits:

                           Description                                   Exhibit
                           -----------                                   -------
                           Press Release dated October 29, 1997           10 .1



<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: October 30, 1997


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


<PAGE>



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




                                                                         Exhibit
                                                                         -------

Press Release dated October 29, 1997                                       10.1




                                  EXHIBIT 10.1
                                  ------------


FOR IMMEDIATE RELEASE                     FOR MORE INFORMATION
October 29, 1997                          Contact: Robert P. Mulreaney
                                                   Chief Financial Officer

                                                   Brian J. Lewbart
                                                   Director of Public Relations
                                                   (410) 234-0782

     PRIME RETAIL ACQUIRES OUTLET CENTERS IN KITTERY, MAINE AND LATHAM, N.Y.

          Acquisitions Continue Developer's Aggressive Growth Strategy



     BALTIMORE -- Prime Retail,  Inc.  ("Prime Retail" or the "Company")  (NYSE:
PRT, PRT.PRB) has acquired  Tidewater Outlet Mall,  Manufacturer's  Outlet Mall,
Kittery  Outlet  Village (the "Kittery  Properties"),  and Latham Factory Outlet
Center (the "Latham  Property") from an unrelated third party for $26.0 million.
The Company  financed the purchase  with  proceeds  from its recently  completed
$161.0 million common stock offering.
     Abraham  Rosenthal,  chief executive officer of the Company,  stated,  "The
addition  of these  centers  is another  important  component  of the  Company's
aggressive  growth strategy and we are pleased to add them to our factory outlet
portfolio.  These  acquisitions are expected to be accretive to our earnings and
are a great  addition to our outlet center  portfolio in terms of tenant mix and
quality  of real  estate.  With  sales in excess of $400 per  square  foot,  the
Kittery  Properties  will  strengthen  our  portfolio  and become one of our top
performing  centers  nationwide.  The centers  also give Prime  Retail its first
presence in the Northeast region of the United States."
     The Kittery Properties are located in Kittery,  Maine and serve the Boston,
Mass. and Portland,  Maine markets. The Kittery Properties contain approximately
121,000 square feet of gross  leasable area ("GLA") and were 100.0%  occupied as
of October 28, 1997.  Lead  merchants at the Kittery  Properties  include  Bose,
Corning-Revere,  Crate & Barrel,  J. Crew,  Hickey Freeman,  Jones New York, Old
Navy, Polo Ralph Lauren, and Reebok.
     "Kittery's  growth into one of the leading outlet shopping  destinations in
the country,  as well as the popularity of Maine's  seacoast region as a tourist
destination, make the area particularly appealing," Rosenthal said.
     The Latham Property is located in Latham,  N.Y., north of Albany,  N.Y. and
south of Saratoga  Springs,  N.Y.  The Latham  Property  contains  approximately
43,000 square feet of GLA and was 100.0%  occupied as of October 28, 1997.  Lead
merchants at the Latham Property include Dansk, Jones New York, and Lenox.

                                    --more--

<PAGE>
PRIME RETAIL ACQUIRES CENTERS                                             page 2


     "The population base in the tri-city area of Albany,  Troy and Schenectady,
combined with its location on the way to and from the Saratoga  Springs and Lake
George  tourist areas,  make Latham an attractive  outlet  location,"  Rosenthal
said.
     William H. Carpenter,  Jr.,  president and chief  operating  officer of the
Company, stated, "Both projects have a strong tenant mix and we believe that our
leasing, marketing, and operations teams will enhance the shopping experience at
these centers."
     Prime Retail is a  self-administered,  self-managed  real estate investment
trust engaged in the  ownership,  development,  and management of factory outlet
centers.  With these most recent  acquisitions,  Prime  Retail's  outlet  center
portfolio now includes 26 outlet centers in 20 states, which total approximately
6.5 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: 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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