<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
--------------------
PRIME RETAIL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
741570105
(CUSIP Number)
MICHAEL W. RESCHKE
77 WEST WACKER DRIVE
SUITE 3900
CHICAGO, IL 60601
(312) 917-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
WAYNE D. BOBERG, ESQ.
WINSTON & STRAWN
35 WEST WACKER DRIVE
CHICAGO, IL 60601
(312) 558-5600
JUNE 15, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /
<PAGE>
SCHEDULE 13D
- ------------------------
CUSIP No. 741570105
- ------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael W. Reschke
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP, (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY 7. SOLE VOTING POWER - 164,141
OWNED BY EACH PERSON WITH -----------------------------------------------
8. SHARED VOTING POWER - 7,594,629
-----------------------------------------------
9. SOLE DISPOSITIVE POWER - 164,141
-----------------------------------------------
10. SHARED DISPOSITIVE POWER - 7,594,629
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Individually beneficially owns 152,717 shares of Common Stock, par value
$0.01 per share of the Issuer ("Common Stock") and 9,552 shares of Series B
Preferred Stock, par value $0.01 per share, of the Issuer ("Preferred
Stock"), which is immediately convertible into 11,424 shares of Common
Stock. May be deemed to share beneficial ownership of: (i) 250,000 shares
of Common Stock and 43,000 Common Units of Prime Retail, L.P., a Delaware
limited partnership ("Common Units"), which Common Units are exchangeable on
a one for one basis for Common Stock at any time (or, at Issuer's election,
cash of equivalent value), directly owned by Prime Group Limited
Partnership, an Illinois limited partnership ("PGLP"); (ii) 5,557,000 Common
Units directly owned by Prime Financing Limited Partnership, an Illinois
limited partnership ("PFLP"); (iii) 845,625 Common Units directly owned by
Prime Group II, L.P., an Illinois limited partnership ("PG-II"); (iv) 61,632
Common Units directly owned by Prime Group III, L.P., an Illinois limited
partnership ("PG-III"); (v) 136,372 Common Units directly owned by Prime
Group IV, L.P., an Illinois limited partnership ("PG-IV"); and (vi) 701,000
Common Units directly owned by Prime Group V, L.P., an Illinois limited
partnership ("PG-V"), by virtue of his position as managing general partner
of PGLP and his ability to control PGLPI, Prime Finance, PFLP, PG-II, PG-III,
PG-IV and PG-V.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Individually beneficially owns 152,717 shares of Common Stock and 9,552
shares of Preferred Stock which, assuming conversion of the Preferred
Stock, constitute approximately 0.4% of the outstanding shares of Common
Stock. May be deemed to share beneficial ownership of the approximately:
(i) 250,000 shares of Common Stock and 43,000 Common Units directly owned
by PGLP which, assuming exchange of the Common Units, constitute
approximately 1.0% of the outstanding shares of Common Stock; (ii)
5,557,000 Common Units directly owned by PFLP which, assuming exchange of
the Common Units, constitute approximately 13.0% of the outstanding shares
of Common Stock; (iii) 845,625 Common Units directly owned by PG-II which,
assuming exchange of the Common Units, constitute approximately 2.0% of the
outstanding shares of Common Stock; (iv) 61,632 Common Units directly
owned by PG-III which, assuming exchange of the Common Units, constitute
approximately 0.1% of the outstanding shares of Common Stock; (v) 136,372
Common Units directly owned by PG-IV which, assuming exchange of the Common
Units, constitute approximately 0.3% of the outstanding shares of Common
Stock; and (vi) 701,000 Common Units directly owned by PG-V which, assuming
exchange of the Common Units, constitute approximately 2.0% of the
outstanding shares of Common Stock by virtue of his position as managing
general partner of PGLP and his ability to control PGLPI, Prime Finance,
PFLP, PG-II, PG-III, PG-IV and PG-V.
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - IN
------------------------------------------------------------------------------
2
<PAGE>
SCHEDULE 13D
- ----------------------
CUSIP No. 741570105
- ----------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PGLP, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 0
BENEFICIALLY OWNED BY EACH ---------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 1,744,629
---------------------------------------------------
9. SOLE DISPOSITIVE POWER - 0
---------------------------------------------------
10. SHARED DISPOSITIVE POWER - 1,744,629
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
May be deemed to share beneficial ownership of: (i) 845,625 Common
Units of Prime Retail, L.P., a Delaware limited partnership ("Common
Units"), which Common Units are exchangeable on a one for one basis
for Common Stock, par value $0.01 per share, of the Issuer ("Common
Stock") at any time (or, at the Issuer's election, cash of
equivalent value), owned by Prime Group II, L.P., an Illinois
limited partnership ("PG-II"); (ii) 61,632 Common Units owned by
Prime Group III, L.P., an Illinois limited partnership ("PG-III");
(iii) 136,372 Common Units owned by Prime Group IV, L.P., an
Illinois limited partnership ("PG-IV"); and (iv) 701,000 Common
Units owned by Prime Group V, L.P., an Illinois limited partnership
("PG-V"), by virtue of its position as managing general partner of
each of PG-II, PG-III, PG-IV and PG-V.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
May be deemed to share beneficial ownership of: (i) 845,625 Common
Units owned by PG-II which, assuming exchange of the Common Units,
constitute approximately 2.0% of the outstanding shares of Common
Stock; (ii) 61,632 Common Units owned by PG-III which, assuming
exchange of the Common Units, constitute approximately 0.1% of the
outstanding shares of Common Stock; (iii) 136,372 Common Units
owned by PG-IV which, assuming exchange of the Common Units,
constitute approximately 0.3% of the outstanding shares of Common
Stock; and (iv) 701,000 Common Units owned by PG-V which, assuming
exchange of the Common Units, constitute approximately 2.0% of
the outstanding shares of Common Stock by virtue of its position as
managing general partner of each of PG-II, PG-III, PG-IV and PG-V.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - CO
- --------------------------------------------------------------------------------
3
<PAGE>
SCHEDULE 13D
- ----------------------
CUSIP No. 741570105
- ----------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Finance, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 0
BENEFICIALLY OWNED BY EACH ---------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 5,557,000
---------------------------------------------------
9. SOLE DISPOSITIVE POWER - 0
---------------------------------------------------
10. SHARED DISPOSITIVE POWER - 5,557,000
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
May be deemed to share beneficial ownership of 5,557,000 Common
Units of Prime Retail, L.P., a Delaware limited partnership ("Common
Units"), which Common Units are exchangeable on a one for one basis
for Common Stock, par value $0.01 per share, of the Issuer, at any
time (or, at the Issuer's election, cash of equivalent value),
directly owned by Prime Financing Limited Partnership by virtue of
its position as managing general partner of Prime Financing Limited
Partnership.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
May be deemed to share beneficial ownership of the approximate 13.0%
equity interest in the Issuer directly owned by Prime Financing
Limited Partnership, assuming exchange of the Common Units by virtue
of its position as general partner of Prime Financing Limited
Partnership.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - CO
- --------------------------------------------------------------------------------
4
<PAGE>
SCHEDULE 13D
- ----------------------
CUSIP No. 741570105
- ----------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group Limited Partnership
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 293,000
BENEFICIALLY OWNED BY EACH ---------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 0
---------------------------------------------------
9. SOLE DISPOSITIVE POWER - 293,000
---------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 shares of Common Stock, par value $0.01 per share, of the
Issuer ("Common Stock") and 43,000 Common Units of Prime Retail,
L.P., a Delaware limited partnership ("Common Units"), which Common
Units are exchangeable on a one for one basis for Common Stock at any
time or, at the Issuer's election, cash of equivalent value.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 1.0% equity interest in the Issuer assuming exchange
of the Common Units.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
- --------------------------------------------------------------------------------
5
<PAGE>
SCHEDULE 13D
- ----------------------
CUSIP No. 741570105
- ----------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Financing Limited Partnership
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 5,557,000
BENEFICIALLY OWNED BY EACH ---------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 0
---------------------------------------------------
9. SOLE DISPOSITIVE POWER - 5,557,000
---------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,557,000 Common Units of Prime Retail, L.P., a Delaware limited
partnership ("Common Units"), which Common Units are exchangeable on
a one for one basis for Common Stock of the Issuer, $0.01 par value
per share ("Common Stock"), at any time or, at the Issuer's election,
cash of equivalent value.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 13.0% equity interest in the Issuer assuming
exchange of the Common Units.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
- --------------------------------------------------------------------------------
6
<PAGE>
SCHEDULE 13D
- ----------------------
CUSIP No. 741570105
- ----------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group II, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 845,625
BENEFICIALLY OWNED BY EACH ---------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 0
---------------------------------------------------
9. SOLE DISPOSITIVE POWER - 845,625
---------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
845,625 Common Units of Prime Retail, L.P., a Delaware limited
partnership ("Common Units"), which Common Units are exchangeable on
a one for one basis for Common Stock of the Issuer, $0.01 par value
per share, at any time or, at the Issuer's election, cash of
equivalent value.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 2.0% equity interest in the Issuer assuming exchange
of the Common Units.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
- --------------------------------------------------------------------------------
7
<PAGE>
SCHEDULE 13D
- ----------------------
CUSIP No. 741570105
- ----------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group III, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 61,632
BENEFICIALLY OWNED BY EACH ---------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 0
---------------------------------------------------
9. SOLE DISPOSITIVE POWER - 61,632
---------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,632 Common Units of Prime Retail, L.P., a Delaware limited
partnership ("Common Units"), which Common Units are exchangeable on
a one for one basis for Common Stock of the Issuer, $0.01 par value
per share, at any time or, at the Issuer's election, cash of
equivalent value.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.1% equity interest in the Issuer assuming
exchange of the Common Units.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
- --------------------------------------------------------------------------------
8
<PAGE>
SCHEDULE 13D
- ----------------------
CUSIP No. 741570105
- ----------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group IV, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 136,372
BENEFICIALLY OWNED BY EACH ---------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 0
---------------------------------------------------
9. SOLE DISPOSITIVE POWER - 136,372
---------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,372 Common Units of Prime Retail, L.P., a Delaware limited
partnership ("Common Units"), which Common Units are exchangeable on
a one for one basis for Common Stock of the Issuer, $0.01 par value
per shares at any time or, at the Issuer's election, cash of
equivalent value.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.3% equity interest in the Issuer assuming exchange
of the Common Units.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
- --------------------------------------------------------------------------------
9
<PAGE>
SCHEDULE 13D
- ----------------------
CUSIP No. 741570105
- ----------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group V, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 701,000
BENEFICIALLY OWNED BY EACH ---------------------------------------------------
PERSON WITH 8. SHARED VOTING POWER - 0
---------------------------------------------------
9. SOLE DISPOSITIVE POWER - 701,000
---------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
701,000 Common Units of Prime Retail, L.P., a Delaware limited
partnership ("Common Units"), which Common Units are exchangeable on
a one for one basis for Common Stock of the Issuer, $0.01 par value
per share, at any time or, at the Issuer's election, cash of
equivalent value.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 2.0% equity interest in the Issuer assuming exchange
of the Common Units.
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
- --------------------------------------------------------------------------------
10
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of Common Stock, par value
$0.01 per share ("Common Stock"), of Prime Retail, Inc., a Maryland corporation
(the "Company"). The principal executive offices of the Company are located at
100 East Pratt Street, Nineteenth Floor, Baltimore, Maryland 21202.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (f). This Schedule 13D is filed by each of Michael W.
Reschke, an individual and a citizen of the United States of America
("Reschke"), PGLP, Inc., an Illinois corporation ("PGLPI"), Prime Finance,
Inc., an Illinois corporation ("Prime Finance"), Prime Group Limited
Partnership, an Illinois limited partnership ("PGLP"); Prime Financing
Limited Partnership, an Illinois limited partnership ("PFLP"); Prime Group
II, L.P., an Illinois limited partnership ("PG-II"); Prime Group III, L.P.,
an Illinois limited partnership ("PG-III"); Prime Group IV, L.P., an Illinois
limited partnership ("PG-IV") and Prime Group V, L.P., an Illinois limited
partnership ("PG-V").
Reschke (i) is the managing general partner of PGLP; (ii) owns
an approximate 50.75% equity interest in PGLPI, which is the managing general
partner of PG-II, PG-III, PG-IV, and PG-V; and (iii) owns an approximate
50.75% equity interest in Prime International, Inc., which owns all of the
issued and outstanding stock of Prime Finance, which is the managing general
partner of PFLP.
(b)(i) The business address of each of Reschke, PGLPI, Prime
Finance, PGLP, PFLP, PG-II, PG-III, PG-IV, and PG-V is:
77 West Wacker Drive
Suite 3900
Chicago, Illinois 60601
(ii) Unless otherwise indicated in paragraph (c)(iii) of this
Item 2, the business address of each person listed in paragraph (c)(iii) of this
Item 2 is:
77 West Wacker Drive
Suite 3900
Chicago, Illinois 60601
(c)(i) Reschke is the Chairman, President and Chief Executive
Officer of The Prime Group, Inc., an Illinois corporation ("PGI"), the
President and a member of the Board of Directors of PGLPI and Prime Finance
and the Chairman of the Board of Trustees of Prime Group Realty Trust, a
publicly traded real estate investment trust ("PGRT"). Reschke is also the
Chairman of the Board of Directors of each of the Company, a publicly traded
real estate investment trust engaged in the ownership, development and
management of factory outlet centers and Brookdale Living Communities, Inc.,
a publicly traded Delaware corporation involved in the ownership, development
and operation of senior independent assisted living facilities and a member
of the Board of Directors of Horizon Group Properties, Inc., a publicly
traded real estate investment trust involved in the ownership, development
and management of factory outlet centers. The principal business of PGI and
PGLPI is the ownership, development and management of, and investment in,
directly or indirectly, real estate. The principal business of PGRT is the
acquisition, development, finance, construction, leasing, marketing,
renovation and property management of office and industrial properties.
(ii) The principal business of each of PGLPI, Prime Finance,
PGLP, PFLP, PG-II, PG-III, PG-IV, and PG-V is the ownership, development and
management of, and investment in, directly or indirectly, real estate.
(iii) The following table sets forth the name and the principal
occupation or employment of each director and executive officer (except Reschke
(see paragraph (c)(i) of this Item 2)) of PGLPI and Prime Finance:
11
<PAGE>
Name Present Principal Occupation or Employment
---- ------------------------------------------
Robert J. Rudnik (A)(B)...... Executive Vice President/General Counsel and
Secretary of PGI; Vice President and
Secretary of PGLPI and Prime Finance;
Executive Vice President, General Counsel
and Secretary of Brookdale Living
Communities, Inc.
Gary J. Skoien............... Executive Vice President of PGI; Vice
President of PGLPI and Prime Finance;
President, Chief Executive Officer and
Chairman of Horizon Group Properties, Inc.
Ray R. Grinvalds ............ Senior Vice President/Asset and Development
Management of PGI; Vice President and
Treasurer of PGLPI
Warren H. John (B)........... Vice President of PGI; Vice President and
Assistant Secretary of PGLPI
_______________
(A) Director of Prime Finance
(B) Director of PGLPI
All of the executive officers and directors of PGLPI and
Prime Finance are citizens of the United States of America.
(d) and (e) During the last five years, none of Reschke nor
any of the executive officers of PGLPI or Prime Finance (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger, dated as of
February 1, 1998, by and among Prime Retail, Inc. ("Old Prime"), Prime
Retail, L.P., Horizon Group, Inc., Sky Merger Corp., Horizon Group
Properties, Inc., Horizon Group Properties, L.P. and Horizon/Glen Outlet
Centers Limited Partnership (the "Merger Agreement"), the shares of Common
Stock of Old Prime owned by Reschke and PGLP were automatically converted
into the same number of shares of Common Stock of the Company upon
consummation of the transactions contemplated by the Merger Agreement.
PGLP, PFLP, PG-II, PG-III, PG-IV and PG-V held, prior to the
transactions contemplated by the Merger Agreement, and continue to hold
Common Units of Prime Retail, L.P., a Delaware limited partnership ("Common
Units") which Common Units are exchangeable on a one for one basis for Common
Stock of the Company, $0.01 par value per share, at any time (or, at the
Company's election, cash of equivalent value).
12
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
Reschke and PGLP own shares of Common Stock and PGLP, PFLP,
PG-II, PG-III, PG-IV, and PG-V own Common Units and intend to hold such
securities for investment purposes.
None of Reschke, PGLPI, Prime Finance, PGLP, PFLP, PG-II,
PG-III, PG-IV, or PG-V has any current plans or proposals which relate to or
would result in the types of transactions set forth in paragraphs (a) through
(j) of the instructions for this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Reschke beneficially owns 152,717 shares of Common
Stock and 9,552 shares of Preferred Stock which, assuming conversion of the
Preferred Stock, constitute approximately 0.4% of the total outstanding
shares of Common Stock. PGLP beneficially owns 250,000 shares of Common
Stock and 43,000 Common Units which, assuming exchange of the Common Units,
constitute approximately 1.0% of the outstanding shares of Common Stock.
PFLP beneficially owns 5,557,000 Common Units which, assuming exchange of the
Common Units, constitute approximately 13.0% of the outstanding shares of
Common Stock. PG-II beneficially owns 845,625 Common Units which, assuming
exchange of the Common Units, constitute approximately 2.0% of the
outstanding shares of Common Stock. PG-III beneficially owns 61,632 Common
Units which, assuming exchange of the Common Units, constitute approximately
0.1% of the outstanding shares of Common Stock. PG-IV beneficially owns
136,372 Common Units which, assuming exchange of the Common Units, constitute
approximately 0.3% of the outstanding shares of Common Stock. PG-V
beneficially owns 701,000 Common Units which, assuming exchange of the Common
Units, constitute approximately 2.0% of the outstanding shares of Common
Stock.
By virtue of his position as managing general partner of PGLP
and his ability to control PGLPI, Prime Finance, PFLP, PG-II, PG-III, PG-IV
and PG-V, Reschke may be deemed to share beneficial ownership of the 250,000
shares of Common Stock directly owned by PGLP and the 43,000, 5,557,000,
845,625, 61,632, 136,372, and 701,000 Common Units owned by PGLP, PFLP,
PG-II, PG-III, PG-IV, and PG-V, respectively. Prime Finance may be deemed to
share beneficial ownership of the 5,557,000 Common Units directly owned by
PFLP because Prime Finance is the managing general partner of PFLP. PGLPI
may be deemed to share beneficial ownership of the 845,625, 61,632, 136,372
and 701,000 Common Units directly owned by PG-II, PG-III, PG-IV and PG-V,
respectively, because PGLPI is the managing general partner of each of PG-II,
PG-III, PG-IV and PG-V.
(b) Reschke has the sole power to direct the vote and
disposition of 152,717 shares of Common Stock and 9,552 shares of Preferred
Stock directly owned by Reschke. PGLP has the sole power to direct the vote
and disposition of the 250,000 shares of Common Stock and 43,000 Common Units
directly owned by PGLP. PFLP has the sole power to direct the vote and
disposition of the 5,557,000 Common Units owned by PFLP. Each of PG-II,
PG-III, PG-IV and PG-V has the sole power to direct the vote and disposition
of the 845,625, 61,632, 136,372 and 701,000 Common Units directly owned by
PG-II, PG-III, PG-IV and PG-V, respectively.
By virtue of his position as managing general partner of PGLP
and his ability to control PGLPI, Prime Finance, PFLP, PG-II, PG-III, PG-IV
and PG-V, Reschke may be deemed to share the power to direct the vote and
disposition of the 250,000 shares of Common Stock directly owned by PGLP and
the 43,000, 5,557,000, 845,625, 61,632, 136,372, and 701,000 Common Units
owned by PGLP, PFLP, PG-II, PG-III, PG-IV, and PG-V, respectively. Prime
Finance may be deemed to share the power to direct the vote and disposition
of the 5,557,000 Common Units directly owned by PFLP because Prime Finance is
the managing general partner of PFLP. PGLPI may be deemed to share the power
to direct the vote and disposition of the 845,625, 61,632, 136,372 and
701,000 Common Units directly owned by PG-II, PG-III, PG-IV and PG-V,
respectively, because PGLPI is the managing general partner of each of PG-II,
PG-III, PG-IV and PG-V.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
13
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a Pledge and Security Agreement dated as of June 14,
1996 by and between PFLP and Bankers Trust Company, PFLP pledged 5,557,000
Common Units as security for borrowings pursuant to a Credit Agreement by and
between PFLP and First Boston Mortgage Capital Corporation dated as of even date
therewith.
Pursuant to a Pledge and Security Agreement dated as of
October 1, 1996 by and between PGLP and The Northern Trust Company, PGLP
pledged 43,000 Common Units as security for the obligations of PGLP under a
guaranty issued by PGLP with respect to a loan made by The Northern Trust
Company to PGI.
Pursuant to a Pledge and Security Agreement dated as of March
22, 1994 by and between PG-II and Kemper Investors Life Insurance Company
("Kemper"), as amended, PG-II pledged 739,333 Common Units to secure certain
obligations relating to the obligations of PG-II under a guaranty issued by
PG-II with respect to a loan made by Kemper to an affiliate of PG-II.
Pursuant to a Pledge and Security Agreement dated as of
October 1, 1996 by and between PG-III and The Northern Trust Company, PG-III
pledged 61,632 Common Units as security for the obligations of PG-III under a
guaranty issued by PG-III with respect to a loan made by The Northern Trust
Company to PGI.
Pursuant to a Pledge and Security Agreement dated as of March
22, 1994, as amended, by and between PG-V and Lumbermens Mutual Casualty
Company ("LMCC"), PG-V pledged 598,346 Common Units as security for the
obligations of PG-V to LMCC under a guaranty issued by PG-V with respect to a
loan made by LMCC to an affiliate of PG-V.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
14
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
/s/ Michael W. Reschke
----------------------------------
Michael W. Reschke
Dated: June 25, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
PGLP, INC.
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: June 25, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
PRIME FINANCE, INC.
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: June 25, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
PRIME GROUP LIMITED PARTNERSHIP
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: Managing General Partner
Dated: June 25, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
PRIME FINANCING LIMITED PARTNERSHIP
By: Prime Finance, Inc., its managing
general partner
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: June 25, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
PRIME GROUP II, L.P.
By: PGLP, Inc., its managing general
partner
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: June 25, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
PRIME GROUP III, L.P.
By: PGLP, Inc., its managing general
partner
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: June 25, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
PRIME GROUP IV, L.P.
By: PGLP, Inc., its managing general
partner
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: June 25, 1998
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge
and belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
PRIME GROUP V, L.P.
By: PGLP, Inc., its managing general
partner
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: June 25, 1998
