<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
--------------------
PRIME RETAIL, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
741570105
(CUSIP Number)
Michael W. Reschke
77 West Wacker Drive
Suite 4200
Chicago, IL 60601
(312) 917-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Michael E. Kernan, Esq.
Jenner & Block
One IBM Plaza
Chicago, IL 60611
(312) 222-9350
November 2, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box:
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SCHEDULE 13D
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CUSIP No. 741570105
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael W. Reschke
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP,
(a)
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER -535,971
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
--------------------------------------------------------------------------------
8. SHARED VOTING POWER - 7,595,929
--------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER - 535,971
--------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER - 7,595,929
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Individually beneficially owns 199,548 shares of Common Stock, $0.01 par value
per share, of the Issuer ("Common Stock"), 9,552 shares of Series B Preferred
Stock, $0.01 par value per share, of the Issuer ("Preferred Stock"), which is
immediately convertible into 11,424 shares of Common Stock, and certain options
to purchase 324,999 shares of Common Stock, which options have already vested or
will vest within 60 days. May be deemed to share beneficial ownership of: (i)
251,300 shares of Common Stock directly owned by Prime Group Limited
Partnership, an Illinois limited partnership ("PGLP"); (ii) 5,557,000 Common
Units of Prime Retail, L.P., a Delaware limited partnership ("Common Units"),
which Common Units are exchangeable on a one for one basis for Common Stock at
any time (or, at Issuer's election, cash of equivalent value), directly owned by
Prime Financing Limited Partnership, an Illinois limited partnership ("PFLP");
(iii) 961,085 Common Units directly owned by Prime Group II, L.P., an Illinois
limited partnership ("PG-II"); (iv) 721,912 Common Units directly owned by Prime
Group V, L.P., an Illinois limited partnership ("PG-V"); and (v) 104,632 Common
Units directly owned by Prime Group VI, L.P., an Illinois limited partnership
("PG-VI") by virtue of his position as managing general partner of PGLP and his
ability to control PGLP, Inc. ("PGLPI"), Prime Finance, Inc. ("Prime Finance"),
PFLP, PG-II, PG-V and PG-VI. PGLPI is the managing general partner of PG-II,
PG-V and PG-VI. Prime Finance is the managing general partner of PFLP.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Individually beneficially owns 199,548 shares of Common Stock, 9,552 shares of
Preferred Stock and certain options to purchase 324,999 shares of Common Stock
which, assuming conversion of the Preferred Stock and exercise of all vested
options, constitute approximately 1.2% of the outstanding shares of Common
Stock. May be deemed to share beneficial ownership of the approximately: (i)
251,300 shares of Common Stock directly owned by PGLP which constitute
approximately 0.6% of the outstanding shares of Common Stock; (ii) 5,557,000
Common Units directly owned by PFLP which, assuming exchange of the Common
Units, constitute approximately 11.4% of the outstanding shares of Common Stock;
(iii) 961,085 Common Units directly owned by PG-II which, assuming exchange of
the Common Units, constitute approximately 2.2% of the outstanding shares of
Common Stock; (iv) 721,912 Common Units directly owned by PG-V which, assuming
exchange of the Common Units, constitute approximately 1.6% of the outstanding
shares of Common Stock; and (v) 104,632 Common Units directly owned by PG-VI
which, assuming exchange of the Common Units, constitute approximately 0.2% of
the outstanding shares of Common Stock by virtue of his position as managing
general partner of PGLP and his ability to control PGLPI, Prime Finance, PFLP,
PG-II, PG-V and PG-VI.
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14. TYPE OF REPORTING PERSON - IN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 741570105
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PGLP, Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX 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
Illinois, United States of America
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 7. SOLE VOTING POWER - 0
--------------------------------------------------------------------------------
8. SHARED VOTING POWER - 1,787,629
--------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER - 0
--------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER - 1,787,629
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
May be deemed to share beneficial ownership of: (i) 961,085 Common Units of
Prime Retail, L.P., a Delaware limited partnership ("Common Units"), which
Common Units are exchangeable on a one for one basis for Common Stock, $0.01 par
value per share, of the Issuer ("Common Stock") at any time (or, at the Issuer's
election, cash of equivalent value), owned by Prime Group II, L.P., an Illinois
limited partnership ("PG-II"); (ii) 721,912 Common Units owned by Prime Group V,
L.P., an Illinois limited partnership ("PG-V"); and (iii) 104,632 Common Units
owned by Prime Group VI, L.P., an Illinois limited partnership ("PG-VI"), by
virtue of its position as managing general partner of each of PG-II, PG-V and
PG-VI.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
May be deemed to share beneficial ownership of: (i) 961,085 Common Units owned
by PG-II which, assuming exchange of the Common Units, constitute approximately
2.2% of the outstanding shares of Common Stock; (ii) 721,912 Common Units owned
by PG-V which, assuming exchange of the Common Units, constitute approximately
1.6% of the outstanding shares of Common Stock; and (iii) 104,632 Common Units
owned by PG-VI which, assuming exchange of the Common Units, constitute
approximately 0.2% of the outstanding shares of Common Stock, by virtue of its
position as managing general partner of each of PG-II, PG-V and PG-VI.
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14. TYPE OF REPORTING PERSON - CO
--------------------------------------------------------------------------------
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<PAGE>
SCHEDULE 13D
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CUSIP No. 741570105
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Finance, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) |X|
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
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5. CHECK BOX 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
Illinois, United States of America
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 7. SOLE VOTING POWER - 0
--------------------------------------------------------------------------------
8. SHARED VOTING POWER - 5,557,000
--------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER - 0
--------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER - 5,557,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
May be deemed to share beneficial ownership of 5,557,000 Common Units of Prime
Retail, L.P., a Delaware limited partnership ("Common Units"), which Common
Units are exchangeable on a one for one basis for Common Stock, $0.01 par value
per share, of the Issuer, at any time (or, at the Issuer's election, cash of
equivalent value), directly owned by Prime Financing Limited Partnership, an
Illinois limited partnership, by virtue of its position as managing general
partner of Prime Financing Limited Partnership.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
May be deemed to share beneficial ownership of 5,557,000 Common Units owned by
Prime Financing Limited Partnership, which constitute approximately 11.4% equity
interest in the Issuer, assuming exchange of the Common Units, by virtue of its
position as managing general partner of Prime Financing Limited Partnership.
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14. TYPE OF REPORTING PERSON - CO
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<PAGE>
SCHEDULE 13D
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CUSIP No. 741570105
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group Limited Partnership
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) |X|
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5. CHECK BOX 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
Illinois, United States of America
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 7. SOLE VOTING POWER - 251,300
--------------------------------------------------------------------------------
8. SHARED VOTING POWER - 0
--------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER - 251,300
--------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,300 shares of Common Stock, par value $0.01 per share, of the Issuer
("Common Stock")
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.6% equity interest in the Issuer
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 741570105
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Financing Limited Partnership
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5. CHECK BOX 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
Illinois, United States of America
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 7. SOLE VOTING POWER - 5,557,000
--------------------------------------------------------------------------------
8. SHARED VOTING POWER - 0
--------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER -5,557,000
--------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,557,000 Common Units of Prime Retail, L.P., a Delaware limited partnership
("Common Units"), which Common Units are exchangeable on a one for one basis for
Common Stock of the Issuer, $0.01 par value per share ("Common Stock"), at any
time or, at the Issuer's election, cash of equivalent value.
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11.4% equity interest in the Issuer, assuming exchange of the
Common Units.
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14. TYPE OF REPORTING PERSON - PN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 741570105
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group II, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 7. SOLE VOTING POWER - 961,085
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8. SHARED VOTING POWER - 0
--------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER - 961,085
--------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
961,085 Common Units of Prime Retail, L.P., a Delaware limited partnership
("Common Units"), which Common Units are exchangeable on a one for one basis for
Common Stock of the Issuer, $0.01 par value per share, at any time or, at the
Issuer's election, cash of equivalent value.
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 2.2% equity interest in the Issuer, assuming exchange of the
Common Units.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
--------------------------------------------------------------------------------
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<PAGE>
SCHEDULE 13D
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CUSIP No. 741570105
--------------------------------------------------------------------------------
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group V, L.P.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 7. SOLE VOTING POWER - 721,912
--------------------------------------------------------------------------------
8. SHARED VOTING POWER - 0
--------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER - 721,912
--------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
721,912 Common Units of Prime Retail, L.P., a Delaware limited partnership
("Common Units"), which Common Units are exchangeable on a one for one basis for
Common Stock of the Issuer, $0.01 par value per share, at any time or, at the
Issuer's election, cash of equivalent value.
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 1.6% equity interest in the Issuer, assuming exchange of the
Common Units.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
--------------------------------------------------------------------------------
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<PAGE>
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP No. 741570105
--------------------------------------------------------------------------------
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prime Group VI, L.P.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 7. SOLE VOTING POWER - 104,632
--------------------------------------------------------------------------------
8. SHARED VOTING POWER - 0
--------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER - 104,632
--------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER - 0
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,632 Common Units of Prime Retail, L.P., a Delaware limited partnership
("Common Units"), which Common Units are exchangeable on a one for one basis for
Common Stock of the Issuer, $0.01 par value per share, at any time or, at the
Issuer's election, cash of equivalent value.
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.2% equity interest in the Issuer, assuming exchange of the
Common Units.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON - PN
--------------------------------------------------------------------------------
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<PAGE>
SCHEDULE 13D
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CUSIP No. 741570105
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Prime Group, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP,
(a)
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois, United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER - 0
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
--------------------------------------------------------------------------------
8. SHARED VOTING POWER - 7,595,929
--------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER - 0
--------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER - 7,595,929
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<PAGE>
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
May be deemed to share beneficial ownership of all securities beneficially
owned by Michael W. Reschke ("Reschke") by virtue of Reschke's position as
managing general partner of PGLP, his ability to control PGLPI, PGI, Prime
Finance, PFLP, PG-II, PG-V and PG-VI, and PGI's Asset Purchase Proposal
(described in Item 4) and Agreement to Form Joint Venture (described in Item
6). PGLPI is the managing general partner of PG-II, PG-V and PG-VI. Prime
Finance is the managing general partner of PFLP. PGI disclaims any beneficial
ownership in the securities that are the subject of this Schedule 13D/A.
PGI's filing of this Schedule 13D/A shall not be construed as an admission
that PGI is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act, the beneficial owner of any securities covered by this Schedule
13D/A.
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
May be deemed to share beneficial ownership of all securities beneficially
owned by Reschke by virtue of Reschke's position as managing general partner
of PGLP, his ability to control PGLPI, PGI, Prime Finance, PFLP, PG-II, PG-V
and PG-VI, and PGI's Asset Purchase Proposal (described in Item 4) and
Agreement to Form Joint Venture (described in Item 6). PGI disclaims any
beneficial ownership in the securities that are the subject of this Schedule
13D/A. PGI's filing of this Schedule 13D/A shall not be construed as an
admission that PGI is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act, the beneficial owner of any securities covered by
this Schedule 13D/A.
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14. TYPE OF REPORTING PERSON - CO
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<PAGE>
This Amendment No. 3 is filed to reflect the addition of PGI as a
reporting person that may be deemed to share beneficial ownership in the
securities that are the subject of this statement and the modification of
Reschke's intent, plans and proposals with respect to the ownership and
voting interest in the Company.
Item 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D relates to shares of Common
Stock, par value $0.01 per share ("Common Stock"), of Prime Retail, Inc., a
Maryland corporation (the "Company"). The principal executive offices of the
Company are located at 100 East Pratt Street, Nineteenth Floor, Baltimore,
Maryland 21202.
Item 2. Identity and Background.
(a) and (f). This Amendment No. 3 to Schedule 13D is filed by
each of Michael W. Reschke, an individual and a citizen of the United States
of America ("Reschke"); PGLP, Inc., an Illinois corporation ("PGLPI"); Prime
Finance, Inc., an Illinois corporation ("Prime Finance"); Prime Group Limited
Partnership, an Illinois limited partnership ("PGLP"); Prime Financing
Limited Partnership, an Illinois limited partnership ("PFLP"); Prime Group
II, L.P., an Illinois limited partnership ("PG-II"); Prime Group V, L.P., an
Illinois limited partnership ("PG-V"); Prime Group VI, L.P., an Illinois
limited partnership ("PG-VI"); and The Prime Group, Inc., an Illinois
corporation ("PGI").
Reschke (i) is the managing general partner of PGLP; (ii) owns an
approximate 50.75% equity interest in PGLPI, which is the managing general
partner of PG-II, PG-V and PG-VI; (iii) owns an approximate 50.75% equity
interest in Prime International, Inc., which owns all of the issued and
outstanding stock of Prime Finance, which is the managing general partner of
PFLP; and (iv) owns an approximate 50.75% equity interest in PGI.
(b)(i) The business address of each of Reschke, PGI, PGLPI, Prime
Finance, PGLP, PFLP, PG-II, PG-V and PG-VI is:
c/o The Prime Group, Inc.
77 West Wacker Drive
Suite 4200
Chicago, Illinois 60601
(ii) Unless otherwise indicated in paragraph (c)(iii) of this
Item 2, the business address of each person listed in paragraph (c)(iii) of
this Item 2 is:
c/o The Prime Group, Inc.
77 West Wacker Drive
Suite 4200
Chicago, Illinois 60601
(c)(i) Reschke is the Chairman, President and Chief Executive
Officer of PGI, the President and a member of the Board of Directors of PGLPI
and Prime Finance and the Chairman of the Board of Trustees and a member of
the Board of Trustees of Prime Group Realty Trust, a publicly traded real
estate investment trust ("PGRT"). Reschke is also a member of the Board of
Directors of the Company, a publicly traded corporation which qualifies for
treatment as a real estate investment trust engaged in the ownership,
development and management of factory outlet centers, and Horizon Group
Properties, Inc., a publicly traded corporation which qualifies for treatment
as a real estate investment trust involved in the ownership, development and
management of factory outlet centers. The principal business of PGI and PGLPI
is the ownership, development and management of, and investment in, directly
or indirectly, real estate. The principal business of PGRT is the
acquisition, development, finance, construction, leasing, marketing,
renovation and property management of office and industrial properties.
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<PAGE>
(ii) The principal business of each of PGI, PGLPI, Prime Finance,
PGLP, PFLP, PG-II, PG-V and PG-VI is the ownership, development and
management of, and investment in, directly or indirectly, real estate.
(iii) The following table sets forth the name and the principal
occupation or employment of each director and executive officer (except Reschke
(see paragraph (c)(i) of this Item 2)) of PGI, PGLPI and Prime Finance:
Name Present Principal Occupation or Employment
---- ------------------------------------------
Robert J. Rudnik (A)(B)(C) .. Executive Vice President/General Counsel and
Secretary of PGI; Vice President and Secretary of
PGLPI and Prime Finance; Executive Vice
President, General Counsel and Secretary and a
Director of Brookdale Living Communities, Inc.
Gary J. Skoien .............. Executive Vice President of PGI; Vice President
of PGLPI and Prime Finance; President, Chief
Executive Officer and Chairman of the Board of
Horizon Group Properties, Inc.
Warren H. John (B)(C) ....... Vice President of PGI; Vice President and
Assistant Secretary of PGLPI
Mark K. Cynkar .............. Senior Vice President and Chief Financial Officer
of PGI; Vice President of PGLPI and Prime Finance
Bohdan P. Hirniak ........... Vice President/Land Development Division of PGI
Robert E. Lemke ............. Vice President/Single Family Housing of PGI
Paul A. Roehri .............. Vice President/Director of Accounting of PGI;
Vice President of PGLPI
Edward J. John (C) .......... Vice Chairman of PGI; Orthodontist
1420 N. Arlington Heights Rd.
Arlington Heights, IL 60004
--------------
(A) Director of Prime Finance
(B) Director of PGLPI
(C) Director of PGI
All of the executive officers and directors of PGI, PGLPI and
Prime Finance are citizens of the United States of America.
(d) and (e) During the last five years, none of Reschke nor any of
the executive officers of PGI, PGLPI or Prime Finance (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
Item 3. Source and Amount of Funds or Other Consideration.
On April 27, 1999, 66,376 Common Units were distributed by Prime
Group IV, L.P., an Illinois limited partnership ("PG-IV") to PGLP, and then
transferred from PGLP to PG-V as a contribution to the capital of PG-V.
On January 6, 2000, 31,080 and 45,464 Common Units were
transferred by PG-IV and PG-V to PG-II, respectively.
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<PAGE>
Item 4. Purpose of Transaction.
Reschke and PGLP own shares of Common Stock and PFLP, PG-II, PG-V
and PG-VI own Common Units and currently hold such securities for investment
purposes. Reschke will encourage management of the Company to take steps to
enhance shareholder value. Reschke will continue to evaluate his ownership
and voting position in the Company, taking into consideration a variety of
factors including, without limitation, the market price of the Company's
securities, the Company's business and prospects, other developments
concerning the Company and general economic conditions.
However, within the past several weeks, the Company has been
considering a proposal by Lehman Brothers Holdings Inc. (the "Lehman
Proposal") to recapitalize the Company with significant debt financing that
would be secured by essentially all the Company's assets. Reschke and PGI
believe that, if the Company proceeds with the Lehman Proposal, the holders
of preferred stock of the Company would not receive any dividends for two or
more years, and that the holders of common stock of the Company would not
receive any dividends for the foreseeable future.
As a result, Reschke intends to consider and discuss various
strategic alternatives to the Lehman Proposal, individually and with other
third parties that may be interested, from time to time. Such alternatives
may include, but are not limited to, recapitalizations (debt or equity),
asset acquisitions or divestitures, acquiring additional shares of Common
Stock or other securities of the Company in the open market, through a tender
offer or in privately negotiated transactions, or other actions. One such
action is PGI's Agreement to Form Joint Venture described in Item 6 below.
On September 20, 2000, PGI and Craig Realty Group, on behalf of a
joint venture to be formed, submitted to the Company's board of directors an
initial proposal (the "Asset Purchase Proposal") to purchase five outlet
centers from the Company for a total of $280 million dollars, consisting of
$105 million dollars in cash and the assumption of $175 million dollars of
first mortgage debt. The Asset Purchase Proposal was made, among other
things, in response to the Lehman Proposal. That Asset Purchase Proposal
expired of its own terms on September 29, 2000, with no response from the
Company's board of directors. On October 27, 2000, PGI submitted a revised
Asset Purchase Proposal to the Company's board of directors, in which PGI
deleted the requests for exclusivity to negotiate an acquisition of the
Company and for the grant of certain warrants. Reschke and PGI believe that
the terms of the Asset Purchase Proposal are financially superior for the
shareholders of the Company to those reflected in the Lehman Proposal.
Reschke had offered to the Company the option of replacing PGI in the venture
formed to consummate the Asset Purchase Proposal. A copy of the original and
revised Asset Purchase Proposals are filed as Exhibits XV and XVI,
respectively, hereto. In connection with PGI's entry into the Agreement to
Form Joint Venture (described in Item 6 below), PGI withdrew from the venture
that submitted the Asset Purchase Proposal and has no current plans to
participate in the Asset Purchase Proposal.
Except as stated above, none of Reschke, PGI, PGLPI, Prime
Finance, PGLP, PFLP, PG-II, PG-V or PG-VI has any current plans or proposals
which relate to or would result in the types of transactions set forth in
paragraphs (a) through (j) of the instructions for this Item 4.
Item 5. Interest in Securities of the Issuer.
(a) Reschke beneficially owns 199,548 shares of Common Stock,
9,552 shares of Preferred Stock, which are immediately convertible into
11,424 shares of Common Stock, and certain options to purchase 324,999 shares
of Common Stock which, assuming conversion of the Preferred Stock and
exercise of all vested options, constitute approximately 1.2% of the total
outstanding shares of Common Stock. PGLP beneficially owns 251,300 shares of
Common Stock which constitute approximately 0.6% of the outstanding shares of
Common Stock. PFLP beneficially owns 5,557,000 Common Units which, assuming
exchange of the Common Units, constitute approximately 11.4% of the
outstanding shares of Common Stock. PG-II beneficially owns 961,085 Common
Units which, assuming exchange of the Common Units, constitute approximately
2.2% of the outstanding shares of Common Stock. PG-V beneficially owns
721,912 Common Units which, assuming exchange of the Common Units, constitute
approximately 1.6% of the outstanding shares of Common Stock. PG-VI
beneficially owns 104,632 Common Units which, assuming exchange of the Common
Units, constitute approximately 0.2% of the outstanding shares of Common
Stock.
By virtue of his position as managing general partner of PGLP and
his ability to control PGLPI, Prime Finance, PFLP, PG-II, PG-V, and PG-VI,
Reschke may be deemed to share beneficial ownership of the 251,300 shares of
Common Stock directly owned by PGLP and the 5,557,000, 961,085, 721,912 and
104,632 Common Units owned by PFLP, PG-II, PG-V and PG-VI, respectively.
Prime Finance may be deemed to share beneficial ownership of the 5,557,000
Common Units directly owned by PFLP because Prime Finance is the managing
general partner of PFLP. PGLPI may be deemed to share beneficial ownership of
the 961,085, 721,912 and 104,632 Common Units directly owned by PG-II, PG-V
and PG-VI, respectively, because PGLPI is the managing general partner of
each of PG-II, PG-V and PG-VI. By virtue of the Asset Purchase Proposal and
Agreement to Form Joint Venture (described in Item 6 below), and because of
Reschke's control of PGI, PGI may be deemed to share beneficial ownership of
Reschke's interest in the Company. PGI disclaims any beneficial ownership in
the securities that are the subject of this Schedule 13D/A. PGI's filing of
this Schedule 13D/A shall not be construed as an admission that PGI is, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange Act, the
beneficial owner of any securities covered by this Schedule 13D/A.
Because PGI is a party to the Agreement to Form Joint Venture
with IFC, Devonwood and OMAC (described in Item 6 below), PGI and the other
reporting persons on this Schedule 13D/A may, pursuant to Rule 13d-5, be
deemed to be in a "group" with IFC, Devonwood and OMAC, and therefore to
jointly and beneficially own approximately 1,000,000 shares of Common Stock
held by IFC, Devonwood and OMAC. The existence of any such group is not
acknowledged by PGI or any other of the reporting persons.
(b) Reschke has the sole power to direct the vote and disposition
of 199,548 shares of Common Stock and 9,552 shares of Preferred Stock, which
are immediately convertible into 11,424 shares of Common Stock, directly
owned by Reschke. PGLP has the sole power to direct the vote and disposition
of the 251,300 shares of Common Stock directly owned by PGLP. PFLP has the
sole power to direct the vote and disposition of the 5,557,000 Common Units
owned by PFLP. Each of PG-II, PG-V and PG-VI has the sole power to direct the
vote and disposition of the 961,085, 721,912 and 104,632 Common Units
directly owned by PG-II, PG-V and PG-VI, respectively.
By virtue of his position as managing general partner of PGLP and
his ability to control PGLPI, Prime Finance, PFLP, PG-II, PG-V and PG-VI,
Reschke may be deemed to share the power to direct the vote and disposition
of the 251,300 shares of Common Stock directly owned by PGLP and the
5,557,000, 961,085, 721,912 and 104,632 Common Units owned by PFLP, PG-II,
PG-V and PG-VI, respectively. Prime Finance may be deemed to share the power
to direct the vote and disposition of the 5,557,000 Common Units directly
owned by PFLP because Prime Finance is the managing general partner of PFLP.
PGLPI may be deemed to share the power to direct the vote and disposition of
the 961,085, 721,912 and 104,632 Common Units directly owned by PG-II, PG-V
and PG-VI, respectively, because PGLPI is the managing general partner of
each of PG-II, PG-V and PG-VI. By virtue of the Asset Purchase Proposal and
Agreement to Form Joint Venture, and because of Reschke's control of PGI, PGI
may be deemed to share the power to direct the vote and disposition of
Reschke's interest in the Company. PGI disclaims any beneficial ownership in
the securities that are the subject of this Schedule 13D/A. PGI's filing of
this Schedule 13D/A shall not be construed as an admission that PGI is, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange Act, the
beneficial owner of any securities covered by this Schedule 13D/A.
-16-
<PAGE>
(c) None of Reschke, PGI, PGLP, PFLP, PG-II, PG-V or PG-VI, nor,
to the best of their knowledge, any of the executive officers or directors of
PGI, PGLPI or Prime Finance, has effected any transaction in securities of
the Company during the past 60 days.
(d) Other than the following, no person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, securities held by Reschke, PGLP, PFLP, PG-II,
PG-V or PG-VI, except for Reschke, PGLP, PFLP, PG-II, PG-V, PG-VI, PGLPI or
Prime Finance:
(1) Kemper Investors Life Insurance Company ("Kemper"), pursuant
to a Pledge and Security Agreement [Lake Travis], dated as of March 22, 1994,
by and between PG-II and Kemper (the "Original Kemper Pledge Agreement"), as
amended by the First Amendment to Pledge and Security Agreement [Lake Travis],
dated as of August 31, 1994, by and between PG-II and Kemper (the "First
Amendment"), the Second Amendment to Pledge and Security Agreement
[Lake Travis], dated as of June 12, 1995, by and between PG-II and Kemper
(the "Second Amendment"), the Third Amendment to Pledge and Security
Agreement [Lake Travis], dated as of February 19, 1997, by and between PG-II
and Kemper (the "Third Amendment"), the Fourth Amendment to Pledge and
Security Agreement [Lake Travis], dated as of April 9, 1997, by and between
PG-II and Kemper (the "Fourth Amendment"), the Fifth Amendment to Pledge and
Security Agreement [Lake Travis], dated as of April 7, 1998, by and between
PG-II and Kemper (the "Fifth Amendment"), the Sixth Amendment to Pledge and
Security Agreement [Lake Travis], dated as of June 15, 1998, by and between
PG-II and Kemper, the Seventh Amendment to Pledge and Security Agreement
[Lake Travis], dated as of September 30, 1998, by and between PG-II and
Kemper (the "Seventh Amendment"), the Eighth Amendment to Pledge and Security
Agreement [Lake Travis], dated as of December 31, 1998, by and between PG-II
and Kemper, the Ninth Amendment to Pledge and Security Agreement [Lake Travis],
dated as of March 31, 1999, by and between PG-II and Kemper, the Tenth
Amendment to Pledge and Security Agreement [Lake Travis], dated as of
September 1, 1999, by and between PG-II and Kemper, the Eleventh Amendment
to Pledge and Security Agreement [Lake Travis], dated as of December 20,
1999, by and between PG-II and Kemper (the "Eleventh Amendment"), and the
Twelfth Amendment to Pledge and Security Agreement [Lake Travis], dated as of
May 7, 2000, by and between PG-II and Kemper (as amended, the "Kemper Pledge
Agreement");
(2) Lumbermens Mutual Casualty Company ("LMCC"), pursuant to a
Pledge and Security Agreement [150 N. Riverside] dated as of March 22, 1994
made by KILICO Realty Corporation and Kemper to LMCC, as amended by the First
Amendment to Pledge and Security Agreement [150 N. Riverside] effective as of
September 1, 1995 by and between PG-V and LMCC (the "First Amendment to LMCC
Pledge Agreement") (as amended, the "LMCC Pledge Agreement");
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
-17-
<PAGE>
Pursuant to the Kemper Pledge Agreement, PG-II pledged 690,276
Common Units to secure certain obligations of PG-II under the Limited Recourse
Guaranty [Lake Travis] made as of March 22, 1994 in favor of Kemper, as amended
by the First Amendment to Limited Recourse Guaranty [Lake Travis], dated as of
August 31, 1994, by and between PG-II and Kemper (the "First Amendment to Kemper
Guaranty") (as amended, the "Kemper Guaranty"), issued by PG-II with respect to
credit support issued by Kemper to an affiliate of PG-II.
Pursuant to the Second Amendment, PG-II's pledge was increased to
785,852 Common Units in order to secure certain obligations of PG-II under the
Kemper Guaranty.
Pursuant to the Third Amendment, Kemper released 40,227 Common Units
resulting in a total pledge by PG-II of 745,625 Common Units in order to secure
certain obligations of PG-II under the Kemper Guaranty.
Pursuant to the Fourth Amendment, PG-II's pledge was increased to
845,625 Common Units in order to secure certain obligations of PG-II under the
Kemper Guaranty.
Pursuant to the Fifth Amendment, Kemper released 106,292 Common
Units resulting in a total pledge by PG-II of 739,333 Common Units in order to
secure certain obligations of PG-II under the Kemper Guaranty.
Pursuant to the Seventh Amendment, PG-II's pledge was increased to
884,541 Common Units in order to secure certain obligations of PG-II under the
Kemper Guaranty.
Pursuant to the Eleventh Amendment, PG-II's pledge was increased to
961,085 Common Units in order to secure certain obligations of PG-II under the
Kemper Guaranty.
Pursuant to the LMCC Pledge Agreement, PG-V has currently pledged to
LMCC 598,346 Common Units as security for the obligations of PG-V to LMCC under
the Limited Recourse Guaranty [150 N. Riverside] made March 22, 1994 by KILICO
Realty Corporation and Kemper in favor of LMCC, as amended by the First
Amendment to Limited Recourse Guaranty [150 N. Riverside] effective as of
September 1, 1995 by and between PG-V and LMCC (the "First Amendment to LMCC
Guaranty") (as amended, the "LMCC Guaranty"), with respect to credit support
issued by LMCC to an affiliate of PG-V.
The Original Kemper Pledge Agreement, the First Amendment, the
Second
-18-
<PAGE>
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment,
the Seventh Amendment, the Eleventh Amendment, the Kemper Guaranty, the First
Amendment to Kemper Guaranty, the LMCC Pledge Agreement, the First Amendment
to LMCC Pledge Agreement, the LMCC Guaranty, and the First Amendment to LMCC
Guaranty are attached hereto as Exhibits I, II, III, IV, V, VI, VII, VIII,
IX, X, XI, XII, XIII, XIV, respectively, and incorporated herein by reference.
On November 2, 2000, PGI entered into an Agreement to Form Joint
Venture and to Acquire Preferred and Common Equity Securities (the "Agreement
to Form Joint Venture") with Outlet Mall Acquisition Company, L.L.C.
("OMAC"), a Delaware limited liability company, International Financial
Company I, LLC ("IFC"), and Devonwood Investors I, L.L.C. ("Devonwood").
Under the Agreement to Form Joint Venture, PGI conditionally agreed to join
with IFC and Devonwood as members of OMAC for the purpose of, among other
things, (a) making a $100 million 5 year loan to Prime Retail L.P., (b)
making an equity contribution of $30 million to Prime Retail L.P., and (c)
pursuant to a separate agreement with the Board of Directors of Prime Retail,
Inc. the purchase of a majority of the common and preferred stock of the
Company. The Agreement to Form Joint Venture shall become effective only upon
the execution of a definitive and binding agreement between OMAC and the
Company and such agreement is approved by the Company's Board of Directors.
If such an agreement is not executed and approved on or before January 1,
2001, any party may terminate the Agreement to Form Joint Venture. This
summary of the Agreement to Form Joint Venture does not purport to be
complete and is qualified in its entirety by reference to the complete text
of the Agreement to Form Joint Venture, a copy of which is filed as Exhibit
XVII hereto.
PGI and Craig Realty Group had agreed to form a joint venture
for the purpose of consummating the Asset Purchase Proposal (see Item 4).
PGI's venture with Craig Realty Group was terminated in connection with PGI's
entry into the Agreement to Form Joint Venture.
Item 7. Material to be Filed as Exhibits.
Exhibit I Pledge and Security Agreement [Lake Travis] dated as
of March 22, 1994 by and between PG-II and Kemper*
Exhibit II First Amendment to Pledge and Security Agreement [Lake
Travis] dated as of August 31, 1994 by and between
PG-II and Kemper*
Exhibit III Second Amendment to Pledge and Security Agreement
[Lake Travis] dated as of June 12, 1995 by and between
PG-II and Kemper*
Exhibit IV Third Amendment to Pledge and Security Agreement [Lake
Travis] dated as of February 19, 1997 by and between
PG-II and Kemper*
Exhibit V Fourth Amendment to Pledge and Security Agreement
[Lake Travis] dated as of April 9, 1997 by and between
PG-II and Kemper*
Exhibit VI Fifth Amendment to Pledge and Security Agreement [Lake
Travis] dated as of April 7, 1998 by and between PG-II
and Kemper*
Exhibit VII Seventh Amendment to Pledge and Security Agreement
[Lake Travis] dated as of September 30, 1998 by and
between PG-II and Kemper*
Exhibit VIII Eleventh Amendment to Pledge and Security Agreement
[Lake Travis] dated as of December 20, 1999 by and
between PG-II and Kemper*
Exhibit IX Limited Recourse Guaranty [Lake Travis] made by PG-II
as of March 22, 1994 in favor of Kemper*
Exhibit X First Amendment to Limited Recourse Guaranty dated as
of August 31, 1994 by and between PG-II and Kemper*
Exhibit XI Pledge and Security Agreement [150 N. Riverside] dated
as of March 22, 1994 made by KILICO Realty Corporation
and Kemper to LMCC*
Exhibit XII First Amendment to Pledge and Security Agreement [150
N. Riverside] effective as of September 1, 1995 by and
between PG-V and LMCC*
Exhibit XIII Limited Recourse Guaranty [150 N. Riverside] made as
of March 22, 1994 by KILICO Realty Corporation and
Kemper in favor of LMCC*
Exhibit XIV First Amendment to Limited Recourse Guaranty [150 N.
Riverside] effective September 1, 1995 by and between
PG-V and LMCC*
-19-
<PAGE>
Exhibit XV Letter Proposal of PGI to Company dated September
20, 2000
Exhibit XVI Letter Proposal of PGI to Company dated
October 27, 2000
Exhibit XVII Agreement to Form Joint Venture to Acquire Preferred
& Common Equity Securities dated November 2, 2000.
Exhibit XVIII Joint Filing Statement dated November 7, 2000 by and
among Reschke, PGLPI, PGI, Prime Finance, PGLP, PFLP,
PG-II, PG-V and PG-VI
-----------
*Previously filed
-20-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 3 to Schedule 13D is true, complete and correct.
/s/ Michael W. Reschke
-----------------------------------
Michael W. Reschke
Dated: November 7, 2000
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 3 to Schedule 13D is true, complete and correct.
PGLP, INC.
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: November 7, 2000
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 3 to Schedule 13D is true, complete and correct.
PRIME FINANCE, INC.
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: November 7, 2000
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 3 to Schedule 13D is true, complete and correct.
PRIME GROUP LIMITED PARTNERSHIP
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: Managing General Partner
Dated: November 7, 2000
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 3 to Schedule 13D is true, complete and correct.
PRIME FINANCING LIMITED PARTNERSHIP
By: Prime Finance, Inc., its managing
general partner
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: November 7, 2000
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 3 to Schedule 13D is true, complete and correct.
PRIME GROUP II, L.P.
By: PGLP, Inc., its managing general partner
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: November 7, 2000
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 3 to Schedule 13D is true, complete and correct.
PRIME GROUP V, L.P.
By: PGLP, Inc., its managing general partner
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: November 7, 2000
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 3 to Schedule 13D is true, complete and correct.
PRIME GROUP VI, L.P.
By: PGLP, Inc., its managing general partner
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: November 7, 2000
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 3 to Schedule 13D is true, complete and correct.
THE PRIME GROUP, INC.
By: /s/ Michael W. Reschke
-------------------------------
Name: Michael W. Reschke
Title: President
Dated: November 7, 2000
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
----------- --------
Exhibit I Pledge and Security Agreement [Lake Travis] dated as of
March 22, 1994 by and between PG-II and Kemper*
Exhibit II First Amendment to Pledge and Security Agreement [Lake
Travis] dated as of August 31, 1994 by and between PG-II
and Kemper*
Exhibit III Second Amendment to Pledge and Security Agreement [Lake
Travis] dated as of June 12, 1995 by and between PG-II
and Kemper*
Exhibit IV Third Amendment to Pledge and Security Agreement [Lake
Travis] dated as of February 19, 1997 by and between
PG-II and Kemper*
Exhibit V Fourth Amendment to Pledge and Security Agreement [Lake
Travis] dated as of April 9, 1997 by and between PG-II
and Kemper*
Exhibit VI Fifth Amendment to Pledge and Security Agreement [Lake
Travis] dated as of April 7, 1998 by and between PG-II
and Kemper*
Exhibit VII Seventh Amendment to Pledge and Security Agreement [Lake
Travis] dated as of September 30, 1998 by and between
PG-II and Kemper*
Exhibit VIII Eleventh Amendment to Pledge and Security Agreement
[Lake Travis] dated as of December 20, 1999 by and
between PG-II and Kemper*
Exhibit IX Limited Recourse Guaranty [Lake Travis] made by PG-II as
of March 22, 1994 in favor of Kemper*
Exhibit X First Amendment to Limited Recourse Guaranty dated as of
August 31, 1994 by and between PG-II and Kemper*
Exhibit XI Pledge and Security Agreement [150 N. Riverside] dated
as of March 22, 1994 made by KILICO Realty Corporation
and Kemper to LMCC*
Exhibit XII First Amendment to Pledge and Security Agreement [150 N.
Riverside] effective as of September 1, 1995 by and
between PG-V and LMCC*
Exhibit XIII Limited Recourse Guaranty [150 N. Riverside] made as of
March 22, 1994 by KILICO Realty Corporation and Kemper
in favor of LMCC*
Exhibit XIV First Amendment to Limited Recourse Guaranty [150 N.
Riverside] effective September 1, 1995 by and between
PG-V and LMCC*
Exhibit XV Letter Proposal of PGI to Company dated September 20,
2000
Exhibit XVI Letter Proposal of PGI to Company dated October 27, 2000
Exhibit XVII Agreement to Form Joint Venture to Acquire Preferred
& Common Equity Securities dated November 2, 2000
Exhibit XVIII Joint Filing Statement dated November 7, 2000 by and
among Reschke, PGLPI, PGI, Prime Finance, PGLP, PFLP,
PG-II, PG-V and PG-VI
-------------
*Previously filed
