SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________________________
PRIME RETAIL, INC.
(Exact name of registrant as specified in its charter)
Maryland 38-2559212
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 East Pratt Street
Nineteenth Floor
Baltimore, Maryland 21202
(Address of principal executive offices, including zip code)
____________________________________________________________
Prime Retail, Inc. 1994 Stock Incentive Plan
Prime Retail, Inc. 1995 Stock Incentive Plan
Consulting Agreement dated July 3, 1996 between Prime Retail, L.P. and Marvin
Traub Associates, Inc.
1998 Long-Term Stock Incentive Plan
1998 Nonemployee Director Stock Plan
1999 Long-Term Incentive Program
(Full title of the Plans)
____________________________________________________________
C. Alan Schroeder
Executive Vice President, General Counsel and Secretary
Prime Retail, Inc.
100 East Pratt Street
Nineteenth Floor
Baltimore, Maryland 21202
(410) 234-0782
(Name, address, telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be Offering price per Aggregate offering registration fee
to be registered (1) registered (1) share (2) price (2)
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Common Stock $0.01 par value 4,600,000 shares $8.96875 $41,256,250.00 $11,469.24
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</TABLE>
<PAGE>
(1) This is the total number of shares which may be offered based on the shares
reserved under the Plans on the filing date of this Registration Statement.
Pursuant to Rule 416, this Registration Statement shall also be deemed to
cover any additional shares offered under the Plans in order to reflect
share splits, share dividends, mergers and other capital changes.
(2) Estimated pursuant to Rule 457(h)(1) of the Securities Act of 1933, as
amended solely for the purpose of calculating the amount of the
registration fee based upon the average of the high and low sales prices
reported per share of the Common Stock on the New York Stock Exchange as of
April 21, 1999.
<PAGE>
REOFFER PROSPECTUS
PRIME RETAIL, INC.
4,600,000 SHARES OF
COMMON STOCK, $0.01 PAR VALUE PER SHARE
This Prospectus is being used in connection with the offering from time to
time by our executive employees and directors, herein referred to as "selling
shareholders," of up to 4,600,000 shares of our Common Stock which have been or
will be acquired by such persons pursuant to our 1999 Long-Term Incentive
Program or pursuant to the exercise of all or any portion of options granted
under our 1994 Stock Incentive Plan, 1995 Stock Incentive Plan, 1998 Long-Term
Stock Incentive Plan, 1998 Nonemployee Director Stock Plan and the Consulting
Agreement between Prime Retail, L.P. and Marvin Traub Associates, Inc. The
shares that have been so acquired by such persons pursuant to these plans are
herein referred to as "restricted shares."
The restricted shares may be offered hereby from time to time by any and
all of the selling shareholders for their own benefit. We will not be entitled
to any of the proceeds from such sales.
Our Common Stock is listed on the New York Stock Exchange under the symbol
"PRT." The reported last sale price of our Common Stock on the New York Stock
Exchange on April 21, 1999, was $8.875 per share.
The restricted shares have not been approved by the SEC or any state
securities commission, nor have these organizations determined that this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is April 27, 1999
<PAGE>
No one (including any salesman or broker) is authorized to provide oral or
written information about this offering that is not included in this Prospectus.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION..........................................5
ABOUT PRIME RETAIL, INC......................................................5
USE OF PROCEEDS..............................................................6
SELLING SHAREHOLDERS.........................................................6
PLAN OF DISTRIBUTION.........................................................9
LEGAL OPINION................................................................9
EXPERTS......................................................................9
__________________________
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein include
forward-looking statements. We have based these forward-looking statements on
our current expectations, estimates and projections. Statements that are not
historical facts, including statements about our beliefs and expectations, are
forward-looking statements. These statements concern matters that involve
potential risks and uncertainties and, therefore, actual results may differ
materially. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this prospectus and the documents
incorporated by reference herein might not occur. Prime Retail, Inc. undertakes
no obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
Important facts that may affect these expectations, estimates and
projections include, but are not limited to the:
- effect of future events on our financial performance;
- risk that we may be unable to finance our planned acquisition and
development activities;
- risks related to the retail industry in which we compete, including
the potential adverse impact of external factors, such as inflation,
consumer confidence, unemployment rates and consumer tastes and
preferences;
- risks associated with our property acquisitions, such as the lack of
predictability with respect to financial returns;
- risks associated with our property development activities, such as
the potential for cost overruns, delays and the lack of predictability
with respect to the financial returns associated with these
development activities; and
- risks associated with the real estate ownership, such as the
potential adverse impact of changes in local economic climate on the
revenues and the value of our properties.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the selling shareholders sell all the shares. This
Prospectus is part of a registration statement we filed with the SEC
(Registration No. ____).
(a) The Registrant's annual report on Form 10-K for the year
ended December 31, 1998;
(b) The Registrant's current report on Form 8-K dated April 6,
1999.
(c) The description of the Registrant's Common Stock, $0.01 par
value per share (the "Common Stock"), contained in the
registration statement on Form 8-A of Prime Retail, Inc.,
one of our predecessors ("Former Prime"), filed pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any subsequent
amendment or any report or other filing with the SEC updating
such description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Prime Retail, Inc.
100 East Pratt Street
Nineteenth Floor
Baltimore, Maryland 21202
Attention: Corporate Secretary
(410) 234-0782
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling shareholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
ABOUT PRIME RETAIL, INC.
Prime Retail, Inc. is a self-administered and self-managed real estate
investment trust ("REIT") engaged in the ownership, development, and management
of factory outlet centers in the United States. We believe that we are the
largest owner and operator of factory outlet centers in the United States. As of
<PAGE>
December 31, 1998, our portfolio consisted of 50 factory outlet centers in 26
states totaling over 14.3 million square feet of gross leasable area. As a
fully-integrated real estate firm, we provide development, construction,
finance, leasing, marketing and management services for all of the properties in
our portfolio. Our properties are held and all of our business and operations
are conducted through Prime Retail, L.P. (the "Operating Partnership"), which
owns equity interests in various subsidiary partnerships. We control the
Operating Partnership as its sole general partner and are dependent upon the
distributions or other payments from the Operating Partnership in order to meet
our financial obligations. Our executive offices are located at 100 East Pratt
Street, Nineteenth Floor, Baltimore, Maryland 21202, and our telephone number is
(410) 234-0782.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of Common Stock by
the selling shareholders.
SELLING SHAREHOLDERS
This Prospectus relates to shares of Common Stock that have been or may be
acquired under our 1999 Long-Term Incentive Program or pursuant to the exercise
of all or any portion of options granted under our 1994 Stock Incentive Plan,
1995 Stock Incentive Plan, 1998 Long-Term Stock Incentive Plan, 1998 Nonemployee
Director Stock Plan and the Consulting Agreement between Prime Retail, L.P. and
Marvin Traub Associates, Inc. (collectively, the "Plans") by the selling
shareholders. The address of each selling shareholder is c/o Prime Retail, Inc.,
100 East Pratt Street, Nineteenth Floor, Baltimore, Maryland 21202.
The selling shareholders are executive employees and directors of Prime
Retail, Inc. The following table sets forth the name and principal position or
positions over the past three years with Prime Retail, Inc. of each selling
shareholder and (a) the number of shares of Common Stock each selling
shareholder beneficially owned prior to this offering; (b) the number of shares
of Common Stock acquired by each selling shareholder pursuant to the Plans and
being registered hereby, some or all of which shares may be sold pursuant to
this Prospectus; and (c) the number of shares of Common Stock and the
percentage, if 1% or more, of the total class of Common Stock outstanding to be
beneficially owned by each selling shareholder following this offering, assuming
the sale pursuant to this offering of all shares acquired by such selling
shareholders pursuant to the Plans and registered hereby.
This table reflects all selling shareholders who are eligible to resell and
the number of shares of Common Stock available to be resold by such selling
shareholders. There is no assurance that any of the selling shareholders will
sell any or all of such shares offered by them hereunder.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Shares Shares Covered by Shares Beneficially
Selling Shareholders and the Principal Positions with Beneficially this Owned After this
Prime Retail, Inc. Owned (1) Prospectus (2) Offering (3)
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Michael W. Reschke (4) 8,125,600 466,831 7,758,770
Chairman of the Board and Director (15.3%)
- ------------------------------------------------------------------------------------------------------------------------------------
Abraham Rosenthal (5) 724,089 375,000 449,090
Chief Executive Officer and Director (1.0%)
- ------------------------------------------------------------------------------------------------------------------------------------
William H. Carpenter, Jr. (6) 703,961 375,000 428,962
President, Chief Operating Officer and Director (1.0%)
- ------------------------------------------------------------------------------------------------------------------------------------
Glenn D. Reschke (7) 403,337 99,437 303,900
Executive Vice President - Development and
Acquisitions and Director
- ------------------------------------------------------------------------------------------------------------------------------------
David G. Phillips (8) 246,807 215,687 111,120
Executive Vice President - Operations and Marketing
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Robert P. Mulreaney 92,931 85,687 7,244
Executive Vice President - Chief Financial Officer and
Treasurer
- ------------------------------------------------------------------------------------------------------------------------------------
C.Alan Schroeder 88,807 82,687 6,120
Executive Vice President - General Counsel and
Secretary
- ------------------------------------------------------------------------------------------------------------------------------------
R. Bruce Armiger 47,344 47,344 0
Senior Vice President - Development
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Steven S. Gothelf 48,269 47,344 925
Senior Vice President - Finance
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Frederick J. Meno 25,000 25,000 0
Senior Vice President - Operations
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John S. Mastin 40,344 40,344 0
Senior Vice President - Leasing
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Anya T. Harris 43,963 41,844 2,119
Senior Vice President - Marketing and Communications
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William P. Dickey 15,864 5,000 10,864
Director
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Terence C. Golden 22,500 20,000 2,500
Director
- ------------------------------------------------------------------------- ----------------------------------------------------------
Norman Perlmutter (9) 819,603 5,000 814,603
Director (1.9%)
- ------------------------------------------------------------------------------------------------------------------------------------
Robert D. Perlmutter 11,268 5,000 6,268
Director
- ------------------------------------------------------------------------------------------------------------------------------------
Kenneth A. Randall (10) 20,500 20,000 500
Director
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Sharon Sharp 10,000 10,000 0
Director
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James R. Thompson 20,500 20,000 500
Director
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Marvin S. Traub (11) 66,577 65,000 1,577
Director
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</TABLE>
<PAGE>
_______________
(1) Information presented (i) assumes exchange or conversion of Common Units
and shares of Series B Preferred Stock owned by such selling shareholder
for shares of Common Stock, (ii) includes vested and unvested shares of
restricted stock, granted to such selling shareholder pursuant to the
Plans, as to which the holder has voting rights and the right to receive
distributions and (iii) includes shares of Common Stock issuable upon
exercise of stock options granted to such selling shareholder pursuant to
the Plans which have vested or will vest within sixty (60) days of April
15, 1999.
(2) Information presented assumes the exercise of all stock options for shares
of Common Stock granted to such selling shareholder pursuant to the Plans.
(3) Information presented assumes the sale of all shares of Common Stock
offered by this Prospectus.
(4) Information presented includes 7,344,629 Common Units and 250,000 shares of
Common Stock held by The Prime Group, Inc. ("PGI") (Mr. M. Reschke is the
Chairman and Chief Executive Officer of PGI) and certain limited
partnerships affiliated with PGI, 194,548 shares of Common Stock owned by
Mr. M. Reschke, 11,424 shares of Common Stock issuable to Mr. M. Reschke
upon conversion of the 9,552 shares of Series B Preferred Stock owned by
him, and 324,999 shares of Common Stock which Mr. M. Reschke has the right
to acquire upon exercise of stock options granted pursuant to the Plans.
(5) Information presented includes 371,090 Common Units, 125,000 of which are
held by a limited liability company controlled by Mr. Rosenthal and 18,198
of which are held in trust for Mr. Rosenthal's children, 28,000 shares of
Common Stock, 10,000 of which are owned by Ms. Joanne Rosenthal, Mr.
Rosenthal's wife, 274,999 shares of Common Stock which Mr. Rosenthal has
the right to acquire upon exercise of stock options granted pursuant to the
Plans and 50,000 Common Units which Mr. Rosenthal has the right to acquire
upon exercise of certain options granted by PGI.
(6) Information presented includes 371,090 Common Units, 125,000 of which are
held by a limited liability company controlled by Mr. Carpenter, 4,284
shares of Common Stock owned by Mr. Carpenter's children, 3,588 shares of
Common Stock issuable to Mr. Carpenter upon conversion of the 3,000 shares
of Series B Preferred Stock owned by him, 274,999 shares of Common Stock
which Mr. Carpenter has the right to acquire upon exercise of stock options
granted pursuant to the Plans and 50,000 Common Units which Mr. Carpenter
has the right to acquire upon exercise of certain options granted by PGI.
(7) Information presented includes 251,300 Common Units which are held by
Reschke I LLC, 68,287 shares of Common Stock owned by Mr. G. Reschke,
80,000 shares of Common Stock which Mr. G. Reschke has the right to acquire
upon the exercise of stock options granted pursuant to the Plans and 3,750
shares of Common Stock which Ms. Tina M. Reschke, Mr. G. Reschke's wife,
has the right to acquire upon the exercise of stock options granted
pursuant to the Plans. Mr. G. Reschke disclaims beneficial ownership of
such shares pursuant to Section 13d-4 of the Exchange Act.
<PAGE>
(8) Information presented includes 26,687 shares of Common Stock, 500 of which
are held in trust for Mr. Phillips' children, 120 shares of Common Stock
issuable to Mr. Phillips upon conversion of the 100 shares of Series B
Preferred Stock owned by him, 120,000 shares of Common Stock which
Mr. Phillips has the right to acquire upon exercise of stock options
granted pursuant to the Plans and 100,000 Common Units which Mr. Phillips
has the right to acquire upon exercise of certain options granted by PGI.
(9) Information presented includes 802 shares of Common Stock owned by Mr. N.
Perlmutter, 940 shares of Common Stock owned by Ms. Cheryl McArthur, Mr. N.
Perlmutter's wife, 320 shares of Common Stock issuable to Mr. N. Perlmutter
upon conversion of the 268 shares of Series B Preferred Stock owned by him,
2,380 shares of Common Stock issuable to Ms. McArthur upon conversion of
the 1,734 shares of Series B Preferred Stock owned by her, 690,653 Common
Units owned by Ms. McArthur and 124,508 shares of Common Stock which Mr. N.
Perlmutter has the right to acquire upon exercise of certain stock options,
5,000 of which were granted pursuant to the Plans.
(10) Information presented includes 500 shares of Common Stock owned by Mr.
Randall's wife, and 20,000 shares of Common Stock which Mr. Randall has the
right to acquire upon exercise of stock options granted pursuant to the
Plans.
(11) Information presented includes 45,000 shares of Common Stock which Marvin
Traub Associates, an affiliate of Mr. Traub, has the right to acquire upon
exercise of stock options granted pursuant to the Plans.
If necessary, we will include other information about any of the selling
shareholders in a prospectus supplement.
PLAN OF DISTRIBUTION
The selling shareholders may sell the shares in one or more transactions on
the New York Stock Exchange, in special offerings, exchange distributions,
secondary distributions, negotiated transactions, or a combination of such. They
may sell at market prices at the time of sale, at prices related to the market
price or at negotiated prices. We are indemnifying the selling shareholders
against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
LEGAL OPINION
Winston & Strawn, Chicago, Illinois will issue an opinion about the
legality of the shares for us and for the selling shareholders. The Honorable
James R. Thompson, a partner in Winston & Strawn, is one of our directors.
<PAGE>
EXPERTS
The consolidated financial statements of Prime Retail, Inc. appearing in
the Prime Retail, Inc. Annual Report (Form 10-K) for the year ended December 31,
1998, have been audited by Ernst & Young LLP, independent auditors, as set forth
in the report included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
<PAGE>
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Prime Retail, Inc. (the "Registrant") hereby incorporates the following
documents herein by reference:
(a) The Registrant's annual report on Form 10-K for the year ended December 31,
1998;
(b) The Registrant's current report on Form 8-K dated April 6, 1999.
(c) The description of the Registrant's Common Stock, $0.01 par value per share
(the "Common Stock"), contained in the registration statement on Form 8-A
of Prime Retail, Inc., one of our predecessors ("Former Prime"), filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any subsequent amendment or any
report or other filing with the SEC updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters relating to the validity of the shares of Common
Stock offered hereby are being passed upon by Winston & Strawn, Chicago,
Illinois. The Honorable James R. Thompson, a director of the Registrant, is a
partner and chairman of Winston & Strawn.
Item 6. Indemnification of Directors and Officers
The Registrant's Amended and Restated Articles of Incorporation, as
amended, and Amended and Restated By-laws, as amended, authorize the Registrant
to indemnify its present and former directors and officers and to pay or
reimburse expenses for such individuals in advance of the final disposition of a
proceeding to the maximum extent permitted from time to time under Maryland law.
The Maryland General Corporation Law under which the Registrant is organized
provides that indemnification of a person who is a party, or threatened to be
made a party, to legal proceedings by reason of the fact that
<PAGE>
such a person is or was a director, officer, employee or agent of a corporation,
or is or was serving as a director, officer, employee or agent of a corporation
or other firm at the request of a corporation, against expenses, judgments,
fines and amounts paid in settlement, is mandatory in certain circumstances and
permissive in others, subject to authorization by the board of directors, so
long as a person seeking indemnification acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to criminal proceedings, had no reason to believe
that his or her conduct was unlawful.
The Registrant's officers and directors are also indemnified pursuant to
the partnership agreement governing Prime Retail, L.P. and their respective
employment agreements.
The Registrant has purchased an insurance policy which purports to insure
the officers and directors of the Registrant against certain liabilities
incurred by them in the discharge of their functions as such officers and
directors except for liabilities resulting from their own malfeasance.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 Former Prime's 1994 Stock Incentive Plan (incorporated by reference to the
same titled exhibit in Former Prime's registration statement on Form S-11
(Registration No. 33-68536))
4.2 Former Prime's 1995 Stock Incentive Plan (incorporated by reference to the
same titled exhibit in Former Prime's registration statement on Form S-11
(Registration No. 33-1666))
4.3 Consulting Agreement dated July 3, 1996 between Prime Retail, L.P. and
Marvin Traub Associates, Inc. (incorporated by reference to the same titled
exhibit in Former Prime's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (File No. 0-23615))
4.4 Registrant's 1998 Long-Term Stock Incentive Plan (incorporated by reference
to Appendix J in the Registrant's registration statement on Form S-4 dated
May 12, 1998 (Registration No. 333-51285))
4.5 First Amendment of the Registrant's 1998 Long-Term Stock Incentive Plan
4.6 Registrant's 1998 Nonemployee Director Stock Plan (incorporated by
reference to Appendix I in the Registrant's registration statement on Form
S-4 dated May 12, 1998 (Registration No. 333-51285))
<PAGE>
4.7 Description of Registrant's 1999 Long-Term Incentive Program (incorporated
by reference to the same titled exhibit in the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998 (File No.
0-23616))
4.8 Form of certificate for Prime Retail, Inc.'s Common Stock, $0.01 par value
per share (incorporated by reference to the same titled exhibit in Former
Prime's Annual Report on Form 10-K for the fiscal year ended December 31,
1996 (File No. 0-23616))
5.1 Opinion of Winston & Strawn as to the legality of the securities being
registered dated April 27, 1999
23.1 Consent of Ernst & Young LLP
23.2 Consent of Winston & Strawn (included in their opinion filed as Exhibit
5.1)
24.1 Powers of Attorney (included on the signature page hereof)
<PAGE>
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by such paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the annual report of the
employee benefit plans pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable ground to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baltimore, State of Maryland, on this 27th day of
April, 1999.
PRIME RETAIL, INC.
By: /s/ C. Alan Schroeder
---------------------
C. Alan Schroeder
Executive Vice President - General Counsel
and Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints each of Abraham Rosenthal, William H.
Carpenter, Jr., Robert P. Mulreaney and C. Alan Schroeder as his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him or her or in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 27th day of April, 1999.
SIGNATURE TITLE
--------- -----
/s/ Michael W. Reschke Chairman of the Board of Directors
- ----------------------------
Michael W. Reschke
/s/ Abraham Rosenthal Chief Executive Officer (Principal
- ---------------------------- Executive Officer) and Director
Abraham Rosenthal
/s/ William H. Carpenter, Jr. President, Chief Operating Officer
- ----------------------------- and Director
William H. Carpenter, Jr.
/s/ Glenn D. Reschke Executive Vice President--
- ----------------------------- Development and Acquisitions and
Glenn D. Reschke Director
<PAGE>
/s/ Robert P. Mulreaney Executive Vice President--Chief
- ---------------------------- Financial Officer and Treasurer
Robert P. Mulreaney (Principal Financial Officer and
Principal Accounting Officer)
/s/ William P. Dickey Director
- ----------------------------
William P. Dickey
- ---------------------------- Director
Terence C. Golden
/s/ Norman Perlmutter Director
- ----------------------------
Norman Perlmutter
/s/ Robert D. Perlmutter Director
- ----------------------------
Robert D. Perlmutter
/s/ Kenneth A. Randall Director
- ----------------------------
Kenneth A. Randall
/s/ Sharon Sharp Director
- ----------------------------
Sharon Sharp
/s/ James R. Thompson Director
- ----------------------------
James R. Thompson
- ---------------------------- Director
Marvin S. Traub
<PAGE>
EXHIBIT INDEX
Exhibit # Description
4.1 Former Prime's 1994 Stock Incentive Plan (incorporated by reference to the
same titled exhibit in Former Prime's registration statement on Form S-11
(Registration No. 33-68536))
4.2 Former Prime's 1995 Stock Incentive Plan (incorporated by reference to the
same titled exhibit in Former Prime's registration statement on Form S-11
(Registration No. 33-1666))
4.3 Consulting Agreement dated July 3, 1996 between Prime Retail, L.P. and
Marvin Traub Associates, Inc. (incorporated by reference to the same titled
exhibit in Former Prime's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (File No. 0-23615))
4.4 Registrant's 1998 Long-Term Stock Incentive Plan (incorporated by reference
to Appendix J in the Registrant's registration statement on Form S-4 dated
May 12, 1998 (Registration No. 333-51285))
4.5 First Amendment of the Registrant's 1998 Long-Term Stock Incentive Plan
4.6 Registrant's 1998 Nonemployee Director Stock Plan (incorporated by
reference to Appendix I in the Registrant's registration statement on Form
S-4 dated May 12, 1998 (Registration No. 333-51285))
4.7 Description of Registrant's 1999 Long-Term Incentive Program (incorporated
by reference to the same titled exhibit in the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998 (File No.
0-23616))
4.8 Form of certificate for Prime Retail, Inc.'s Common Stock, $0.01 par value
per share (incorporated by reference to the same titled exhibit in Former
Prime's Annual Report on Form 10-K for the fiscal year ended December 31,
1996 (File No. 0-23616))
5.1 Opinion of Winston & Strawn as to the legality of the securities being
registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Winston & Strawn (included in their opinion filed as Exhibit
5.1)
24.1 Powers of Attorney (included on the signature page hereof)
EXHIBIT 4.5
First Amendment
of the
Prime Retail, Inc. 1998 Long-Term Stock Incentive Plan
Whereas, Prime Retail, Inc. (the "Company") maintains the Prime Retail,
Inc. Long-Term Stock Incentive Plan (the "Plan"); and
Whereas, the Company considers it desirable to amend the Plan; Now,
Therefore, pursuant to the power reserved to the Company by Section 14.1 of the
Plan, and by virtue of the authority delegated to the undersigned officer by
resolution of the Company's Board of Directors, the Plan is hereby amended,
effective as of March 19, 1998, in the following particulars:
1. By substituting the following for the first sentence of Section 1.1 of
the Plan: "Prime Retail, Inc., a Maryland corporation (the 'Company'), has
established the Prime Retail, Inc. 1998 Long-Term Stock Incentive Plan (the
'Plan'), as set forth in this document."
2. By substituting the following for Section 2.10 of the Plan:
"2.10 'Company' means Prime Retail, Inc., a Maryland corporation, and
any successor thereto as provided in Article 17 herein."
3. By substituting the following for Section 18.7 of the Plan:
"18.7 Governing Law. To the extent not preempted by federal law, the
Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws of the State of Maryland."
In Witness Whereof, on behalf of the Company, the undersigned officer has
executed this amendment this 1st day of August 1998.
Prime Retail, Inc.
By:/s/C. Alan Schroeder
--------------------
Its: Executive Vice President
EXHIBIT 5.1
April 27, 1999
Prime Retail, Inc.
100 East Pratt Street
Nineteenth Floor
Baltimore, Maryland 21202
Re: Registration Statement on Form S-8 of Prime
Retail, Inc. (the "Registration Statement")
Ladies and Gentlemen:
We have acted as special counsel for Prime Retail, Inc., a Maryland
corporation (the "Company"), in connection with the registration on Form S-8 of
the offer and sale of (i) up to 1,185,000 shares (the "Prior Incentive Option
Shares") of the Company's Common Stock, par value $.01 per share ("Common
Stock"), issuable upon exercise of certain stock options ("Prior Incentive
Options") that have been or may be issued pursuant to the Prime Retail, Inc.
1994 Stock Incentive Plan and 1995 Stock Incentive Plan (collectively, the
"Prior Plans"), (ii) an additional 30,000 shares of Common Stock (the
"Consulting Option Shares") issuable upon exercise of certain stock options (the
"Consulting Options") that have been issued pursuant to that certain Consulting
Agreement dated July 3, 1996 (the "Consulting Agreement") between Prime Retail,
L.P. and Marvin Traub Associates, Inc., (iii) up to 3,100,000 shares (the
"Incentive Plan Shares") of the Company's Common Stock, issuable pursuant to, or
upon exercise of certain stock options ("Incentive Options") that have been or
may be issued pursuant to, the Prime Retail, Inc. 1998 Long-Term Stock Incentive
Plan (the "Incentive Plan") and (iv) up to 285,000 shares (the "Director Option
Shares" and together with the Prior Incentive Option Shares, the Consulting
Option Shares, and the Incentive Plan Shares, the "Shares") of the Company's
Common Stock, issuable upon exercise of certain stock options ("Director
Options" and together with the Prior Incentive Options, the Consulting Options
and the Incentive Options, the "Options") that have been or may be issued
pursuant to the Prime Retail, Inc. 1998 Nonemployee Director Stock Plan (the
"Director Plan" together with the Prior Plans and the Incentive Plan, the
"Plans").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of:
(i) the Registration Statement, as filed with the Securities and Exchange
Commission (the "Commission") under the Act; (ii) the Amended and Restated
Articles of Incorporation of the Company, as currently in effect; (iii) the
Amended and Restated By-Laws of the Company, as currently in effect; (iv) the
Plans and the Consulting Agreement; and (v) resolutions of the Board of
Directors of the Company relating to, among other things, the issuance of the
Shares pursuant to the Plans and the Consulting Agreement and the filing of the
Registration Statement. We have also examined such other documents as we have
deemed necessary or appropriate as a basis for the opinion set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. We have also assumed that the Board of
Directors of the Company, or a duly authorized committee thereof, will have
approved the issuance of each Option prior to the issuance thereof. As to any
facts material to this opinion which we did not independently establish or
verify, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that all
Shares (i) issued pursuant to the Incentive Plan and (ii) issued pursuant to the
Options will be, upon payment of the specified exercise price therefor, legally
issued, fully paid and non-assessable shares of Common Stock.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving such consent, we do not concede
that we are experts within the meaning of the Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
/s/ Winston & Strawn
--------------------
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1999 Long-Term Incentive
Plan of Prime Retail, Inc., 1998 Nonemployee Director Stock Plan, 1998 Long-Term
Stock Incentive Plan, Consulting Agreement dated July 3, 1996 between Prime
Retail, L.P. and Marvin Traub Associates, Inc., Prime Retail, Inc. 1995 Stock
Incentive Plan, Prime Retail, Inc. 1994 Stock Incentive Plan and to the
incorporation by reference therein of our report dated January 29, 1999 (except
for paragraph 7 of Note 9, as to which the date is March 31, 1999), with respect
to the consolidated financial statements and schedule of Prime Retail, Inc.,
included in its Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
Baltimore, Maryland
April 26, 1999
