<PAGE>
OMB APPROVAL
OMB Number: 3235-0145
Expires: August 31, 1999
Extimated average burden
hours per response....14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
---------
PRIME RETAIL, INC.
--------------------------------------------------------
(Name of Issuer)
Common Stock $ -01 par value per share
--------------------------------------------------------
(Title of Class of Securities)
741570105
--------------------------------------------------------
(CUSIP Number)
Robert B. Di Paola, Esq.
Rubin, Rubin & Di Paola
375 Park Avenue, New York, NY 10152 (212) 759-4530
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 14, 2000
--------------------------------------------------------
(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
<PAGE>
CUSIP No. 741570105
---------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Miles Rubin ###-##-####
Nancy Rubin, wife ###-##-####
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
PF
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power Miles Rubin - 2,104,200
Beneficially Owned Nancy Rubin - 300,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
--------------------------------------------------
(9) Sole Dispositive Miles Rubin - 2,104,200
Power Nancy Rubin - 300,000
--------------------------------------------------
(10) Shared Dispositive Power
-0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
Miles Rubin - 2,104,200
Nancy Rubin - 300,000
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
Miles Rubin - 4.85%
Nancy Rubin - .69%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 11 Pages
<PAGE>
SCHEDULE 13D
Item 1. SECURITY AND ISSUER
This 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
Page 3 of 11
<PAGE>
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
<PAGE>
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The total amount of funds or other consideration used by the
Reporting Persons to acquire the 2,404,200 Shares beneficially owned by them in
the aggregate was $15,605,236. The total amount of funds or other consideration
used for the acquisition by each Reporting Person of the total number of Shares
beneficially owned are as follows: (1) Miles Rubin $13,627,886; and (2) Nancy
Rubin $1,977,350. All of the funds were derived from personal accounts at Bear
Stearns Co., Inc.
Item 4. PURPOSE OF TRANSACTION
The Shares purchased by the Reporting Persons have 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
<PAGE>
their investment in the Shares, although they have no current intention to
do so.
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
Page 6 of 11
<PAGE>
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 January 14, 2000, the Reporting
Persons in the aggregate were the beneficial owners of 2,404,200 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
5.5% of the total 43,368,104 Shares outstanding as of October 31, 1999.
(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 January 14, 2000 are set forth in Appendix II
Page 7 of 11
<PAGE>
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) Not applicable.
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.
Page 8 of 11
<PAGE>
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: January 24, 2000
/s/ Miles Rubin
-----------------------
Miles Rubin
Page 9 of 11
<PAGE>
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 2,104,200 2,104,200 2,104,200 4.85
Nancy Rubin 300,000 300,000 300,000 .69
</TABLE>
* Based on an aggregate of 43,368,104 Shares outstanding.
Page 10 of 11
<PAGE>
APPENDIX II
<TABLE>
<CAPTION>
Number of
Shares Price
Reporting Person Trade Date Purchased Per Share*
- ---------------- ---------- --------- ----------
<S> <C> <C> <C>
Nancy Rubin December 17, 1999 22,200 5.72
January 14, 2000 102,800 4.06
Miles Rubin November 15, 1999 2,700 6.81
November 16, 1999 22,300 6.81
November 18, 1999 25,000 6.56
November 24, 1999 25,000 6.25
December 15, 1999 34,100 5.69
December 16, 1999 15,900 5.69
December 21, 1999 47,000 5.44
December 22, 1999 15,000 5.44
January 14, 2000 692,200 4.37
</TABLE>
*Exclusive of brokerage commissions
Page 11 of 11
