UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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)
January 2, 2001
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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 |_|.
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).
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CUSIP No. 714570105 SCHEDULE 13D Page 2 of Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
6,129,951
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 6,129,951
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,129,951
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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)
13.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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 $14,742,497.00. This includes
$10,002,781 for the purchase of 5,299,909 shares of Common Stock and $4,739,716
for the purchase of 693,900 shares of the Convertible Preferred Stock, which are
currently convertible into 830,042 shares of Common Stock.
Item 4. Purpose of Transaction.
The primary purpose for the acquisition of the Common Stock and the
Convertible Preferred Stock is investment. In December 2000, I contacted the
Company's Chairman and asked to be nominated for a Board seat at the next annual
meeting of shareholders.
Item 5. Interest in Securities of the Issuer.
The event that requires filing of this Amendment No. 3 is an increase of
over 1% in my beneficial ownership of the Company's Common Stock from the 12.2%
reported on Amendment No. 2 to Schedule 13D filed on November 17, 2000. January
2, 2001 is the date of the event requiring the filing of this amendment. As of
January 8, 2001, I own beneficially 6,129,951 shares or 13.8% of the Company's
outstanding Common Stock. My ownership includes 5,299,909 shares of the Common
Stock and 693,900 shares of Convertible Preferred Stock, currently convertible
into 830,042 shares of 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.
In Amendment No. 2, I reported all transactions in the sixty day period
prior to and through November 15, 2000. During the period from November 16, 2000
through January 3, 2001, I acquired
3
<PAGE>
543,000 shares of Common Stock in 14 open market transactions on the New York
Stock Exchange made on my behalf by PaineWebber Incorporated, a securities
broker-dealer. The table below lists the transaction date for each of the
purchases, number of shares purchased, price per share and total purchase price.
Common Stock
Transaction Number of Shares
Date Purchased Price Per Share Net Purchase Price
------------ ---------------- --------------- ------------------
01/02/01 80,000 .6875 55,000.00
01/02/01 50,000 .6250 31,250.00
01/02/01 36,000 .6250 22,500.00
01/02/01 48,000 .6250 30,000.00
01/02/01 11,000 .5625 6,187.50
01/02/01 25,000 .5625 14,062.50
01/02/01 17,000 .46875 7,968.75
01/02/01 27,000 .5625 15,187.50
01/03/01 50,000 .6875 34,375.00
01/03/01 10,000 .6875 6,875.00
01/03/01 20,000 .6875 13,750.00
01/03/01 25,000 .6250 15,625.00
01/03/01 44,000 .6250 27,500.00
01/03/01 100,000 .5625 56,250.00
During the period from November 16, 2000 through January 3, 2001, I
acquired 123,800 shares of the Convertible Preferred Stock in 25 open market
transactions on the New York Stock Exchange made on my behalf by PaineWebber.
The table below lists the transaction date for each of the purchases, number of
shares purchased, price per share and total purchase price.
Convertible Preferred Stock
Transaction Number of Shares
Date Purchased Price Per Share Net Purchase Price
------------ ---------------- --------------- ------------------
11/15/00 9,000 4.625 41,625.00
11/15/00 9,000 4.625 41,625.00
11/15/00 9,000 4.625 41,625.00
11/15/00 9,000 4.125 37,125.00
11/21/00 5,000 4.50 22,500.00
11/27/00 5,000 4.125 20,625.00
12/13/00 13,200 3.00 39,600.00
12/22/00 10,000 3.3125 33,125.00
12/27/00 2,300 5.00 11,500.00
12/27/00 1,800 5.00 9,000.00
12/27/00 5,000 4.9375 24,687.50
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<PAGE>
Convertible Preferred Stock (Cont'd.)
Transaction Number of Shares
Date Purchased Price Per Share Net Purchase Price
------------ ---------------- --------------- ------------------
12/27/00 100 4.50 450.00
12/28/00 10,000 5.375 53,766.00
12/28/00 3,600 5.75 20,705.19
12/28/00 18,000 5.625 101,283.30
01/02/01 18,000 6.00 108,000.00
01/02/01 5,000 6.125 30,625.00
01/02/01 18,000 6.00 108,000.00
01/02/01 10,000 6.00 60,000.00
01/02/01 1,000 5.9375 5,937.50
01/02/01 2,000 5.875 11,750.00
01/02/01 3,200 5.75 18,400.00
01/02/01 100 5.6875 568.75
01/02/01 1,500 5.625 8,437.50
01/03/01 1,000 5.9375 5,937.50
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.
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<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 : January 8, 2001
/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).
