UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.------------)*
Prime Retail, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
741570105
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(CUSIP Number)
C. Alan Schroeder
Executive Vice President, General Counsel and Secretary
100 E. Pratt Street, 19th Floor
Baltimore, MD 21202
Telephone: 410/234-0782
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 4, 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 Rule 13d-1(b)(3) or (4), check the following
box .
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Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
<PAGE>
CUSIP NO. 714570105
1) Names of Reporting Persons S.S. or IRS Identification Nos.
of Above Person ###-##-####
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions) 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 (7) Sole Voting Power 3,760,237
Shares Bene- ----------------------------
ficially (8) Shared Voting Power 0
Owned by ----------------------------
Each (9) Sole Dispositive Power 3,760,237
Reporting ----------------------------
Person
With (10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,760,237
-----------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) ------------
13) Percent of Class Represented by Amount in Row (11) 8.5%
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14) Type of Reporting Person (See Instructions) IN
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<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is the
shares of common stock $.01 par value per share (the "Common Stock") of
Prime Retail, Inc. (the "Company"). The principal executive office of the
Company is located at 100 E. Pratt Street, 19th Floor, Baltimore, MD 21202.
Item 2. Identity and Background.
This statement is being filed by Maurice A. Halperin. My business address
is 17890 Deauville Lane, Boca Raton, FL 33496. I am a private investor.
During the last five years, I have not been convicted in a criminal
proceeding (excluding traffic violations or other similar misdemeanors) and I
have not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in my being subject to a
judgment, 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. I am a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds for the purchase of the Common Stock was my personal
funds. I am including in my purchase cost the Company's 8.5% Series B
Cumulative Participating Convertible Preferred Stock, $.01 par value (the
"Convertible Preferred Stock"). The total amount of money used to purchase
the Common Stock and Convertible Preferred Stock was $12,660,376. This
includes $8,777,558.40 for the purchase of 3,133,309 shares of Common Stock
and $3,882,818.29 for the purchase of a total of 524,100 shares of the
Convertible Preferred Stock, which are currently convertible into 626,928
shares of Common Stock.
Item 4. Purpose of Transaction.
The purpose for the acquisition of the Common Stock and the Convertible
Preferred Stock is investment.
Item 5. Interest in Securities of the Issuer.
The event that requires filing of this Schedule 13D is my beneficial
ownership of 5% of the Company's outstanding Common Stock, which occurred on
August 4, 2000. As of August 17, 2000, I own beneficially 3,760,237 shares
or 8.5% of the Company's outstanding Common Stock. My ownership includes
3,133,309 shares of the Common Stock and 524,100 shares of the Convertible
Preferred Stock, currently convertible into 626,928 Shares of the Common
Stock. I have the sole power to vote and dispose of the shares of Common Stock
and Convertible Preferred Stock. There is no shared power to vote or dispose
of the shares I own.
During the period from June 19, 2000 through August 17, 2000, I acquired
1,621,300 shares of Common Stock in 10 open market transactions on the New
York Stock Exchange made on my behalf by CIBC Oppenheimer Corporation, a
securities broker-dealer. The table below lists the transaction date for each
of the purchases of the Common Stock, number of shares purchased, price per
share and total purchase price.
<TABLE>
<CAPTION>
Common Stock
Transaction Number of Shares
Date Purchased Price Per Share Net Purchase Price
<S> <C> <C> <C>
06/30/2000 18,000 1.375 24,788.85
07/03/2000 7,300 1.313 9,620.10
07/03/2000 50,000 1.375 68,750.00
07/05/2000 18,000 1.50 27,038.85
07/10/2000 9,900 1.375 13,651.35
08/02/2000 18,100 1.188 21,532.60
08/15/2000 900,000 1.00 900,038.85
08/16/2000 100,000 .4375 43,788.85
08/17/2000 479,500 .50 239,788.85
08/17/2000 20,500 .4687 9,609.38
</TABLE>
During the period from June 19, 2000 through August 17, 2000, I acquired
174,400 shares of the Convertible Preferred Stock in 26 open market
transactions. The transactions on the New York Stock Exchange made on my
behalf by CIBC Oppenheimer Corporation. The table below lists the transaction
date for each of the purchases of the Convertible Preferred Stock, number of
shares purchased, price per share and total purchase price.
<TABLE>
<CAPTION>
Convertible Preferred Stock
Transaction Number of Shares
Date Purchased Price Per Share Net Purchase Price
<C> <S> <S> <S>
06/23/2000 1,000 6.875 6,913.85
06/23/2000 3,600 7.00 25,200.00
06/23/2000 8,000 7.00 56,000.00
06/23/2000 7,000 7.00 49,000.00
06/23/2000 9,000 7.00 63,000.00
06/23/2000 700 7.00 4,900.00
06/27/2000 6,000 6.50 39,038.85
06/28/2000 8,000 6.938 55,538.85
06/28/2000 1,000 6.688 6,687.50
06/28/2000 1,000 6.938 6,937.50
06/28/2000 8,000 7.00 56,000.00
06/30/2000 13,200 7.00 92,438.85
06/30/2000 500 6.875 3,437.50
07/05/2000 9,000 7.188 64,726.35
07/06/2000 9,000 7.188 64,691.35
07/06/2000 9,000 7.25 65,250.00
07/07/2000 5,700 7.188 41,007.60
07/10/2000 9,000 7.00 63,038.85
07/10/2000 9,000 7.00 63,000.00
07/10/2000 1,300 7.00 9,100.00
08/01/2000 7,600 6.00 45,638.85
08/04/2000 8,000 6.563 52,538.85
08/10/2000 5,400 7.00 37,803.85
08/10/2000 2,000 6.875 13,785.00
08/11/2000 5,400 7.00 38,676.39
08/15/2000 27,000 5.688 153,601.35
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
<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 accurate.
DATE : August 18, 2000
/S/ Maurice A. Halperin
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Signature
Maurice A. Halperin
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Name and Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of this filing person), evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
