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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 2000
REGISTRATION NO. 333-68465
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-11
TO
REGISTRATION STATEMENT ON FORM S-3
UNDER THE SECURITIES ACT OF 1933
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PRIME RETAIL, INC.
(Exact name of registrant as specified in its charter)
100 East Pratt Street
Nineteenth Floor
Baltimore, Maryland 21202
(410) 234-0782
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
C. Alan Schroeder
Executive Vice President, General Counsel and Secretary
100 East Pratt Street
Nineteenth Floor
Baltimore, Maryland 21202
(410) 234-0782
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Wayne D. Boberg
Steven J. Gavin
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: NOT
APPLICABLE
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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POST-EFFECTIVE AMENDMENT NO. 1
Pursuant to its Registration Statement on Form S-3 (File No. 333-68465)
(the "Registration Statement"), Prime Retail, Inc. registered for the sale
from time to time an indeterminate amount of preferred stock, depository
shares, preferred stock warrants, common stock and common stock warrants (the
"Securities"), up to a total aggregate initial offering price for all
Securities combined not to exceed U.S. $400,000,000 (the "Shelf
Registration"). As of the date of this Post-Effective Amendment No. 1 on Form
S-11 to the Registration Statement, no Securities have been sold pursuant to
the Shelf Registration, leaving a total of $400,000,000 of such Securities
remaining unsold. Prime Retail, Inc. hereby removes from registration all
such Securities remaining unsold under the Shelf Registration as of the date
of this Post-Effective Amendment No. 1 on Form S-11 to the Registration
Statement. Prime Retail, Inc. is removing from registration all such
Securities because it is no longer eligible for the use of Form S-3.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Prime Retail, Inc. has duly caused this Post-Effective Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baltimore, the State of Maryland, on April 5,
2000.
PRIME RETAIL, INC.
By: /s/ C. Alan Schroeder
---------------------------------
Name: C. Alan Schroeder
Title: Executive Vice President -
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board April 5, 2000
* of Directors
- ------------------
Michael W. Reschke
* President and Chief Executive April 5, 2000
- ------------------ Officer and Director
Glenn D. Reschke
* Director April 5, 2000
- ------------------
William H. Carpenter, Jr.
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*
- ------------------
Kenneth A. Randall Director April 5, 2000
*
- ------------------
James R. Thompson Director April 5, 2000
- ------------------
Marvin S. Traub Director April 5, 2000
*
- ------------------
Sharon Sharp Director April 5, 2000
*
- ------------------
Norman Perlmutter Director April 5, 2000
- ------------------
Robert D. Perlmutter Director April 5, 2000
*
- ------------------
William P. Dickey Director April 5, 2000
*By: /s/ C. Alan Schroeder
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C. Alan Schroeder
Attorney-in-Fact
</TABLE>
