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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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PRIME RETAIL, INC.
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(Name of Issuer)
Common Stock $ -01 par value per share
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(Title of Class of Securities)
741570105
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(CUSIP Number)
Robert B. Di Paola, Esq.
Rubin, Rubin & Di Paola
375 Park Avenue, New York, NY 10152 (212) 759-4530
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 13, 2000
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(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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1746 (2-98)
Page 1 of 11 Pages
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CUSIP No. 741570105
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Miles Rubin ###-##-####
Nancy Rubin, wife ###-##-####
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting Power Miles Rubin - 1,504,200
Beneficially Owned Nancy Rubin - 125,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
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(9) Sole Dispositive Miles Rubin - 1,504,200
Power Nancy Rubin - 125,000
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(10) Shared Dispositive Power
-0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Miles Rubin - 1,504,200
Nancy Rubin - 125,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
Miles Rubin - 3.45%
Nancy Rubin - .29%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 11 Pages
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SCHEDULE 13D
Item 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D relates to the Common Stock, $.01
par value (the "Shares"), of Prime Retail, Inc., a Maryland corporation (the
"Issuer"), whose principal executive offices are located at 100 East Pratt
Street, Baltimore, Maryland 21202.
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Miles Rubin and Nancy Rubin, his wife,
who are hereinafter referred to collectively as the "Reporting Persons."
The Reporting Persons are making this filing because of the possibility
that they may be deemed to constitute a "group" for purposes of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended (the "Act"). The filing of
this Schedule 13D does not constitute an admission by the persons making this
filing that such persons collectively are a "group" for purposes of Section
13(d)(3) of the Act.
(b) and (c) The names, residence or business addresses and present
principal occupation or employment and the name, principal business and address
of any corporation or other
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organization in which such employment is conducted, of each of the Reporting
Persons is as follows:
Present Principal Occupation
or Employment, including the
Name and Address Name of Employer
Miles Rubin Chairman and Principal
c/o Robert B. Di Paola, Esq. Stockholder of Next Century
375 Park Avenue, Suite 1209 Communications, Inc.,
New York, New York 10152 S. Shamash and Sons, Inc., and
General Medical Industries, Inc.
Nancy Rubin Employee
c/o Robert B. Di Paola, Esq. Department of State
375 Park Avenue, Suite 1209 United States Government
New York, New York 10152
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons has been
or is subject to a judgement, 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.
(f) The Reporting Persons are citizens of the United States.
Page 4 of 11
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Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by the addition of the following:
For Source and Amount of Funds or Other Consideration, see the Schedule
13D filed by the Reporting Persons dated January 24, 2000.
Since January 24, 2000 the Reporting Persons Miles Rubin and Nancy
Rubin, sold on the open market 600,000 and 175,000 of the shares beneficially
owned by them for a total consideration of $240,937 and $67,116,
respectively, exclusive of brokerage commissions, thereby reducing their
aggregate interests in the Shares from 5.54% to 3.74%.
Item 4. PURPOSE OF TRANSACTION
The Shares purchased by the Reporting Persons as set forth in the
Schedule 13D filed by them dated January 24, 2000 had been acquired for
investment purposes. The Reporting Persons believed that the Shares
represented an attractive investment opportunity at time of purchase. The
Reporting Persons may make additional purchases of Shares either in the open
market or in private transactions depending on the Reporting Persons'
evaluations of the Issuer's business, prospects and financial condition, the
market for the Shares, other opportunities available to the Reporting
Persons, general economic conditions, money and stock market conditions and
other future developments. Depending on the same factors, the Reporting
Persons may decide to sell all or part of
Page 5 of 11
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their investment in the Shares.
The Reporting Persons have no present plans or proposals which may
relate to or would result in:
(a) The acquisition or disposition of any additional securities of the
Issuer by any person, except as set forth in this first paragraph of this
Item 4;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization of dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede
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the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on December 15, 2000, the Reporting
Persons in the aggregate were the beneficial owners of 1,629,200 Shares. Based
upon information contained in the most recent Form 10Q filed by the Issuer with
the Securities and Exchange Commission, such Shares constitute approximately
3.74% of the total 43,578,000 Shares outstanding as of November 14, 2000.
(b) Information with respect to the beneficial ownership of Shares by
each of the Reporting Persons is set forth in Appendix I attached hereto and is
incorporated herein by reference.
(c) All transactions in Shares by the Reporting Persons that were
effected during the 60 days prior December 15, 2000 are set forth in Appendix II
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attached hereto and are incorporated herein by reference. All such Shares were
purchased in brokerage transactions.
(d) No person other than the Reporting Persons has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, any Shares beneficially owned by such Reporting Persons.
(e) On December 13, 2000, the Reporting Persons ceased to be beneficial
owners of more than five percent of the Shares.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Reporting Persons have no contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, including but not limited to any contracts,
arrangements, understandings or relationships concerning the transfer or the
voting of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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.
Dated: December 27, 2000
/s/ Miles Rubin
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Miles Rubin
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APPENDIX I
NUMBER OF SHARES BENEFICIALLY OWNED
<TABLE>
<CAPTION>
Name of Sole Shared Sole Shared Percent
Beneficial Voting Dispositive Dispositive Dispositive of
Owner Power Power Power Power Aggregate Class*
---------- ------ ----------- ----------- ----------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Miles Rubin 1,504,200 1,504,200 1,504,200 3.45
Nancy Rubin 125,000 125,000 125,000 .29
</TABLE>
* Based on an aggregate of 43,578,000 Shares outstanding.
Page 10 of 11
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APPENDIX II
<TABLE>
<CAPTION>
Number of
Shares Price
Reporting Person Trade Date Sold Per Share*
---------------- ---------- --------- ----------
<S> <C> <C> <C>
Nancy Rubin December 13, 2000 100,000 $.375
December 14, 2000 75,000 .406
Miles Rubin December 12, 2000 410,000 $.406
December 14, 2000 190,000 $.406
</TABLE>
*Exclusive of brokerage commissions
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