SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
Prime Retail, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
741570105
(CUSIP Number)
June 9, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 5 pages
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CUSIP No. 741570105 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Security Capital Preferred Growth Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,363,636 Shares of Common Stock
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON -0- Shares
WITH
7 SOLE DISPOSITIVE POWER
4,363,636 Shares of Common Stock
8 SHARED DISPOSITIVE POWER
-0- Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,363,636 Shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.78% of the Shares of Common Stock
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
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Item 1(a). Name of Issuer:
Prime Retail, Inc.
(b). Address of Issuer's Principal Executive Offices:
100 East Pratt Street, Baltimore, Maryland 20212
Item 2(a). Name of Person Filing:
Security Capital Preferred Growth Incorporated, a
corporation organized and existing under the laws of
Maryland ("SCPG").
(b). Address of Principal Business Office or, if None, Residence:
11 South LaSalle Street, 2nd Floor, Chicago, Illinois 60603
(c). Citizenship:
Maryland
(d). Title of Class of Securities:
Common Stock, $.01 par value per share ("Common Stock")
(e). CUSIP Number:
741570105
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19)
of the Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] An parent holding company or control person in
accordance with Rule 13d- 1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 3 of 5 pages
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Item 4. Ownership.
(a). Amount Beneficially Owned:
SCPG beneficially owns 4,363,636 shares of Common Stock,
consisting of the number of shares that SCPG has the
right to acquire upon the conversion of its 3,636,363
shares of Series C Cumulative Convertible Redeemable
Preferred Stock and its 727,273 Series C Preferred Units.
(b). Percent of Class:
13.78% of the Common Stock determined in accordance with
the provisions of Rule 13d-1 promulgated under the Act.
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote:
SCPG has the sole power to vote or direct the
vote of 4,363,636 shares of Common Stock.
(ii). Shared power to vote or to direct the vote:
None.
(iii). Sole power to dispose or to direct the disposition of:
SCPG has the sole power to dispose or to direct
the disposition of 4,363,636 shares of Common
Stock.
(iv). Shared power to dispose or to direct the disposition
of:
None.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Page 4 of 5 pages
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Item 9. Notice of Dissolution of a Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: June 19, 1998
SECURITY CAPITAL PREFERRED GROWTH INCORPORATED
By:/s/ Jeffrey C. Nellessen
___________________________________
Name: Jeffrey C. Nellessen
Title: Treasurer & Secretary
Page 5 of 5 pages
