<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRIME RETAIL, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 52-1836258
- --------------------------------------- -----------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
100 East Pratt Street
NINETEENTH FLOOR, BALTIMORE, MARYLAND 21202
- ------------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- --------------------------------------- --------------------------------
10.5% Series A Senior Cumulative New York Stock Exchange
Preferred Stock, $0.01 par value
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
---------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended, are the Registrant's 10.5% Series A
Senior Cumulative Preferred Stock, $0.01 par value per share (the "Series A
Preferred Stock"). A description of the Series A Preferred Stock is set forth
under the caption "Description of Preferred Stock" in the Prospectus of the
Registrant's Registration Statement on Form S-3 (No. 333-29437) (the
"Registration Statement") filed by the Registrant with the Securities and
Exchange Commission on June 17, 1997. The description of the Series A Preferred
Stock as set forth in the Registration Statement is incorporated herein by
reference.
ITEM 2. EXHIBITS
None.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
March 31, 1998 PRIME RETAIL, INC.
By: /s/ Robert P. Mulreaney
------------------------------------
Name: Robert P. Mulreaney
Title: Executive Vice President--Chief
Financial Officer and Treasurer