PRIME RETAIL INC/BD/
8-K, 2000-05-31
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):                 May 23, 2000
                                                                  ------------



                               Prime Retail, Inc.
                               ------------------
             (Exact name of registrant as specified in its charter)



          Maryland                       0-23616                 38-2559212
----------------------------           -----------          -------------------
(State or other jurisdiction           (Commission             (IRS Employer
      of incorporation)                File Number)         Identification No.)



  100 East Pratt Street
  Nineteenth Floor, Baltimore, Maryland                             21202
----------------------------------------                          ----------
(Address of Principal Executive Offices)                          (Zip Code)

Registrant's telephone number, including area code   (410) 234-0782
                                                     --------------


                                    No Change
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>


Item 5.  OTHER EVENTS.

         On this date, a letter from Glenn D.  Reschke,  the President and Chief
Executive  Officer of Prime Retail,  Inc. (the  "Company"),  was  distributed to
shareholders  of the  Company.  The  letter  was  accompanied  by (i) the  proxy
statement  relating to the Company's 2000 Annual Meeting of  Shareholders,  (ii)
the Company's  Annual  Report on Form 10-K for the year ended  December 31, 1999
and (iii) the  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
March 31, 2000. A copy of the letter is attached  hereto as Exhibit 13.1, and is
incorporated herein by reference.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)        Exhibits.

    EXHIBIT
    NUMBER        DESCRIPTION
    ------        -----------


      13.1       Letter to Shareholders.

      --------------------------



<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of
1934, the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                              PRIME RETAIL, INC.
                                              (Registrant)

Date:    May 31, 2000
                                   By: /s/ Glenn D. Reschke
                                       --------------------------
                                   Name: Glenn D. Reschke
                                   Title: President and Chief Executive Officer




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