SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee Required)
For the fiscal year ended December 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (No Fee Required)
Commission file number: 0-23616
PRIME RETAIL, INC.
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(Exact name of Registrant as specified in its Charter)
Maryland 38-2559212
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(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
100 East Pratt Street
Baltimore, MD 21202 (410) 234-0782
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(Address of principal executive offices, (Registrant's telephone number,
including zip code) including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value
10.5% Series A Cumulative Preferred Stock, $0.01 par value
8.5% Series B Cumulative Participating Convertible Preferred Stock, $0.01 par
value
(Title of class)
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant was approximately $352,327,153 on February 23, 1999 (based on the
closing price per share as reported on the New York Stock Exchange - Composite
Transactions).
The number of shares of the registrant's Common Stock outstanding as of February
23, 1999 was 43,032,324.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents of the registrant are incorporated herein by
reference:
Document
Proxy Statement for the 1999 annual
meeting of shareholders Part III of Form 10-K
<PAGE>
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
3. Exhibits
Exhibit
Number Description
3.1 Amended and Restated Articles of Incorporation of Prime Retail, Inc.*
3.2 Articles Supplementary of Prime Retail, Inc. relating to Series B Preferred
Stock*
3.3 Amended and Restated By-Laws of Prime Retail, Inc.*
4.1 Form of Series A Preferred Stock Certificate [Incorporated by reference to
the same titled exhibit in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (File No. 0-23616).]
4.2 Form of Series B Preferred Stock Certificate [Incorporated by reference to
the same titled exhibit in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (File No. 0-23616).]
4.3 Form of Common Stock Certificate [Incorporated by reference to the same
titled exhibit in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (File No. 0-23616).]
4.4 Form of Series C Preferred Stock Certificate [Incorporated by reference to
the same titled exhibit in the Company's registration statement on Form
S-3]
10.1 Third Amended and Restated Agreement of Limited Partnership of Prime
Retail, L.P. dated as of October 15, 1998 and effective as of June 15,
1998.*
10.1ACommon Unit Contribution Agreement [Incorporated by reference to the same
titled exhibit in the Company's registration statement on Form S-11
(Registration No. 333-1666).]
#10.2 1994 Stock Incentive Plan [Incorporated by reference to the same
titled exhibit in the Company's registration statement on Form S-11
(Registration No. 33-68536).]
#10.3 1995 Stock Incentive Plan [Incorporated by reference to the same
titled exhibit in the Company's registration statement on Form S-11
(Registration No. 333-1666).]
#10.4 Executive Employment Agreement (Michael W. Reschke) [Incorporated by
reference to the same titled exhibit in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, as amended (File No.
0-23616).]
10.5 Combined Service and Special Distribution and Allocation Agreement (Abraham
Rosenthal) [Incorporated by reference to the same titled exhibit in the
Company's registration statement on Form S-4 (Registration No. 333-1784).]
10.5ASpecial Distribution and Allocation Agreement by and between the Company,
the Operating Partnership and the Rosenthal Family LLC [Incorporated by
reference to the same titled exhibit in the Company's registration
statement on Form S-4 (Registration No. 333-1784).]
10.5BIndemnification and Option Agreement by and between the Prime Group, Inc.,
the Rosenthal Family LLC and Abraham Rosenthal [Incorporated by reference
to the same titled exhibit in the Company's registration statement on Form
S-4 (Registration No. 333-1784).]
<PAGE>
Exhibit
Number Description
10.6 Combined Service and Special Distribution and Allocation Agreement (William
H. Carpenter, Jr.) [Incorporated by reference to the same titled exhibit in
the Company's registration statement on Form S-4 (Registration No.
333-1784).]
10.6ASpecial Distribution and Allocation Agreement by and between the Company,
the Operating Partnership and the Carpenter Family Associates LLC
[Incorporated by reference to the same titled exhibit in the Company's
registration statement on Form S-4 (Registration No. 333-1784).]
10.6BIndemnification and Option Agreement by and between the Prime Group, Inc.,
William H. Carpenter, Jr. and the Carpenter Family Associates LLC
[Incorporated by reference to the same titled exhibit in the Company's
registration statement on Form S-4 (Registration No. 333-1784).]
#10.7 Form of Executive Employment Agreement (David G. Phillips)
[Incorporated by reference to the same titled exhibit in the Company's
registration statement on Form S-11 (Registration No. 33-68536).]
#10.8 Letter Agreement with R. Bruce Armiger [Incorporated by reference to
the same titled exhibit in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, as amended (File No. 0-23616).]
10.9 Right of First Refusal Agreement (Northgate Plaza--Improved Parcel)
[Incorporated by reference to the same titled exhibit in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as
amended (File No. 0-23616).]
10.10Right of First Refusal Agreement (Northgate Plaza-Vacant Parcel)
[Incorporated by reference to the same titled exhibit in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as
amended (File No. 0-23616).]
10.11Right of First Refusal Agreement (Huntley Factory Shops) [Incorporated by
reference to the same titled exhibit in the Company's registration
statement on Form S-11 (Registration No. 33-68536).]
10.12Right of First Refusal Agreement (San Marcos Factory Shops) [Incorporated
by reference to the same titled exhibit in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, as amended (File No.
0-23616).]
10.13Purchase Option Agreement (Northgate Plaza--Excluded Parcel) [Incorporated
by reference to the same titled exhibit in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, as amended (File No.
0-23616).]
10.14A Purchase Option Agreement (Huntley Factory Shops) [Incorporated by
reference to the same titled exhibit in the Company's registration
statement on Form S-11 (Registration No. 33-68536).]
10.14B First Amendment to Purchase and Option Agreement (Huntley Factory Shops)
[Incorporated by reference to the same titled exhibit in the Company's
registration statement on Form S-11 (Registration No. 333-1666).]
10.15Registration Rights Agreement dated June 15, 1998 by and between Prime
Retail, Inc. and Prime Retail, L.P. for the benefit of holders of common
units of Prime Retail, L.P. and certain stockholders of Prime Retail, Inc.*
<PAGE>
Exhibit
Number Description
10.16Form of Property Level General Partnership Agreement [Incorporated by
reference to the same titled exhibit in the Company's registration
statement on Form S-11 (Registration No. 33-68536).]
10.17Form of Property Level Limited Partnership Agreement [Incorporated by
reference to the same titled exhibit in the Company's registration
statement on Form S-11 (Registration No. 33-68536).]
10.18Noncompetition and Restriction Agreement with Michael W. Reschke of PGI
[Incorporated by reference to the same titled exhibit in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as
amended (File No. 0-23616).]
10.19Second Amended and Restated Subscription Agreement of Abraham Rosenthal
regarding Common Units of Prime Retail, L.P. [Incorporated by reference to
the same titled exhibit in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, as amended (File No. 0-23616).]
10.20Second Amended and Restated Subscription Agreement of William H.
Carpenter, Jr. regarding Common Units of Prime Retail, L.P. [Incorporated
by reference to the same titled exhibit in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, as amended (File No.
0-23616).]
#10.21 Consulting Agreement between the Company and Marvin Traub Associates,
Inc. [Incorporated by reference to the same titled exhibit in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996
(File No. 0-23616).]
10.22Secured Promissory Note of Rosenthal Family LLC with respect to the
purchase of the Restricted Common Units [Incorporated by reference to the
same titled exhibit in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, as amended (File No. 0-23616).]
10.22A Allonge related to the Secured Promissory Note of Rosenthal Family LLC
[Incorporated by reference to the same titled exhibit in the Company's
registration statement on Form S-4 (Registration No. 333-1784).]
10.23Secured Promissory Note of Carpenter Family Associates LLC with respect to
the purchase of the Restricted Common Units [Incorporated by reference to
the same titled exhibit in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, as amended (File No 0-23616).]
10.23A Allonge related to the Secured Promissory Note of Carpenter Family
Associates LLC [Incorporated by reference to the same titled exhibit in the
Company's registration statement on Form S-4 (Registration No. 333-1784).]
10.24Pledge and Security Agreement of Rosenthal Family LLC with respect to the
purchase of the Restricted Common Units [Incorporated by reference to the
same titled exhibit in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, as amended (File No. 0-23616).]
10.25Pledge and Security Agreement of Carpenter Family Associates LLC with
respect to the purchase of the Restricted Common Units [Incorporated by
reference to the same titled exhibit in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, as amended (File No.
0-23616).]
<PAGE>
Exhibit
Number Description
10.26Guaranty of Abraham Rosenthal with respect to the purchase of the
Restricted Common Units [Incorporated by reference to the same titled
exhibit in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, as amended (File No. 0-23616).]
10.26A Reaffirmation of Pledge and Guaranty with respect to the Restricted
Common Units of Rosenthal Family LLC and Abraham Rosenthal [Incorporated by
reference to the same titled exhibit in the Company's registration
statement on Form S-4 (Registration No. 333-1784).]
10.27Guaranty of William H. Carpenter, Jr. with respect to the purchase of the
Restricted Common Units [Incorporated by reference to the same titled
exhibit in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, as amended (File No. 0-23616).]
10.27A Reaffirmation of Pledge and Guaranty with respect to the Restricted
Common Units of Carpenter Family Associates LLC and William H. Carpenter,
Jr. [Incorporated by reference to the same titled exhibit in the Company's
registration statement on Form S-4 (Registration No. 333-1784).]
10.28Waiver, Recontribution and Indemnity Agreement by the Limited Partners
[Incorporated by reference to the same titled exhibit in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as
amended (File No. 0-23616).]
10.29Indemnity Agreement made by the Company in favor of The Prime Group, Inc.
and Prime Group Limited Partnership [Incorporated by reference to the same
titled exhibit in the Company's registration statement on Form S-11
(Registration No. 333-1666).]
10.30Promissory Note dated October 31, 1996 by and between Prime Retail, L.P.
and Nomura Asset Capital Corporation [Incorporated by reference to the same
titled exhibit in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (File No. 0-233616).]
10.30A Form of Deed of Trust, Security Agreement, Assignment of Rents and
Fixture Filings with Nomura Asset Capital Corporation [Incorporated by
reference to the same titled exhibit in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (File No. 0-23616).]
10.31Form of Standby Bond Purchase and Indemnity Agreement [Incorporated by
reference to the same titled exhibit in the Company's registration
statement on Form S-11 (Registration No. 33-68536).]
10.32Consulting Agreement between the Company and Financo, Inc. [Incorporated
by reference to the same titled exhibit in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 (File No. 0-23616).]
10.33Amended and Restated Agreement and Plan of Merger among Prime Retail,
Inc., 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 dated as of February 1, 1998
[Incorporated by reference to the same titled exhibit in the Company's
Current Report on Form 8-K dated February 1, 1998 (File No. 0-23616).]
10.34Agreement among Prime Retail, Inc., Horizon Group, Inc., Mr. David H.
Murdock, Castle & Cooke Properties, Inc., and Pacific Holding Company dated
as of February 1, 1998 [Incorporated by reference to the same titled
exhibit in the Company's Current Report on Form 8-K dated February 1, 1998
(File No. 0-23616).]
#10.35 Letter Agreement with David G. Phillips regarding the purchase of
units in Prime Retail, L.P. dated August 6, 1996. [Incorporated by
reference to the same titled exhibit in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997 (File No. 0-23616).]
<PAGE>
Exhibit
Number Description
#10.36 Non-employee Director Stock Plan [Incorporated by reference to
Appendix I in the Company's registration statement on Form S-4 (File No.
333-51285).]
#10.37 1998 Long-Term Stock Incentive Plan [Incorporated by reference to
Appendix J in the Company's registration statement on Form S-4 (File No.
333-51285).]
#10.38 Description of the 1999 Long-Term Incentive Program.*
#10.39 Loan Agreement dated as of June 15, 1998 between Outlet Village of
Kittery Limited Partnership, the Prime Outlets at Gilroy Limited
Partnership, The Prime Outlets at Michigan City Limited Partnership and
Finger Lakes Outlet Center, L.L.C. and Nomura Asset Capital Corporation
(Permanent Loan) [Incorporated by reference to Exhibit 10.1 in the
Company's Current Report on Form 8-K dated June 15, 1998 (File No.
001-13301)]
#10.40 Form of Deed of Trust, Security Agreement, Assignment of Rents and
Fixture Filings with Nomura Asset Capital Corporation (Permanent Loan and
Bridge Loan) [Incorporated by reference to Exhibit 10.2 in the Company's
Current Report on Form 8-K dated June 15, 1998 (File No. 001-13301)]
#10.41 Loan Agreement dated as of June 15, 1998 between Buckeye Factory
Shops Limited Partnership, Latham Factory Stores Limited Partnership,
Carolina Factory Shops Limited Partnership, Shasta Outlet Center Limited
Partnership, The Prime Outlets at Calhoun Limited Partnership and The Prime
Outlets at Lee Limited Partnership and Nomura Asset Capital Coproration
(Bridge Loan) [Incorporated by reference to Exhibit 10.3 in the Company's
Current Report on Form 8-K dated June 15, 1998 (File No. 001-13301)]
#10.42 Guaranty dated as of June 15,1998 by Prime Retail, Inc. to and for
the benefit of Nomura Asset Capital Corporation [Incorporated by reference
to Exhibit 10.4 in the Company's Current Report on Form 8-K dated June 15,
1998 (File No. 001-13301)]
#10.43 Guaranty dated as of June 15,1998 by Prime Retail, L.P. to and for
the benefit of Nomura Asset Capital Corporation [Incorporated by reference
to Exhibit 10.5 in the Company's Current Report on Form 8-K dated June 15,
1998 (File No. 001-13301)]
#10.44 Guaranty and Indemnity Agreement dated as of June 15,1998 by and
among Horizon Group Properties, Inc., Horizon Group Properties, Inc.,
Horizon Group Properties, L.P., Prime Retail, Inc. and Prime Retail, L.P.
[Incorporated by reference to Exhibit 10.6 in the Company's Current Report
on Form 8-K dated June 15, 1998 (File No. 001-13301)]
#10.45 Contribution Agreement dated as of June 15, 1998 by and among Horizon
Group, Inc., Sky Merger Corp., Horizon/Glen Outlet Centers Limited
Partnership, Horizon Group Properties, Inc., and Horizon Group Properties,
L.P. [Incorporated by reference to Exhibit 10.7 in the Company's Current
Report on Form 8-K dated June 15, 1998 (File No. 001-13301)]
10.46Series C Preferred Share Repurchase Agreement dated as of March 31, 1999
among Security Capital Preferred Growth Incorporated, Prime Retail, Inc.
and Prime Retail, L.P. [Incorporated by reference to Exhibit 10.1 in the
Company's Current Report on Form 8-K dated March 31, 1999 (File No.
0-23616)]
12 Statement re Computation of Ratio Earnings to Combined Fixed Charges and
Preferred Stock Dividends*
21 Subsidiaries of Prime Retail, Inc.*
23 Consent of Ernst & Young LLP*
27.1 Financial Data Schedule*
Notes:
# Management contract or compensatory plan or arrangement required to
be filed pursuant to Item 14(c).
* Previously filed.
<PAGE>
(b) Reports on Form 8-K
On April 6, 1999, the Company filed a Current Report on Form 8-K, dated
March 31, 1999 announcing the Company entered into an agreement to repurchase
its outstanding shares of Series C Cumulative Convertible Redeemable Preferred
Stock. No financial statements were included.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: August 19, 1999 /s/ Robert P. Mulreaney
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Robert P. Mulreaney
Executive Vice President, Chief
Financial Officer and Treasurer
