SC 13D/A 1 howardnew2.txt United States Securities and Exchange Commission Washington DC 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Prime Retail Inc. (Name of Issuer) Prime Retail 8.5% Series B Cumulative Participating Convertible Preferred $.01 Par Value (Title of Class of Securities) 741570-30-3 (CUSIP Number) Howard Amster, 23811 Chagrin Blvd., suite 200 Beachwood Ohio 44122-5525 (216)595-1047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 9/20/2000 (Date of Event Which Requires Filing of this Statement) If this filing person has previously filed a statement on Schedule 13G to report this 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 to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. This 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) 1 Name of Reporting Person HOWARD AMSTER 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship USA Number of Shares 7 Sole Voting 776,025 Beneficially Owned By Each 8 Shared Voting 2,750 Reporting Person With 9 Sole Dispositive 776,025 10 Shared Dispositive 2,750 11 Aggregate Amount Beneficially owned 850,445 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 10.864 % 14 Type of Reporting Person IN 1 Name of Reporting Person AMSTER LTD PARTNERSHIP 2 If a member group a) / / b) /X/ 3 SEC use only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting 8 Shared Voting 2,750 Person With 9 Sole Dispositive 10 Shared Dispositive 2,750 11 Agrregate Amount Beneficially owned 2,750 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .0351% 14 Type of Reporting Person PN 1 Name of Reporting Person Amster Trading Company 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting 8 Shared Voting 0 Person With 9 Sole Dispositive 10 Shared Dispositive 0 11 Aggregate Amount Beneficially owned` 0 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0 % 14 Type of Reporting Person CO 1 Name of Reporting Person Howard Amster/Tamra F. Gould Charitable Remainder Unitrust 2 If a member of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting 8 Shared Voting 0 Person With 9 Sole Dispositive 10 Shared Dispositive 0 11 Aggregate Amount Beneficially owned 0 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0 % 14 Type of Reporting Person 00 1 Name of Reporting Person TAMRA F. GOULD 2 If a member group a) / / b) /X/ 3 SEC use only 4 Source of Funds PF 5 Check if Disclosure of Legal Proceedings 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting 8 Shared Voting 19,760 Person With 9 Sole Dispositive 10 Shared Dispositive 19,760 11 Aggregate Amount Beneficially owned 19,760 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .2524% 14 Type of Reporting Person IN 1 Name of Reporting Person GOULD TRADING COMPANY 2 If a member group a) / / b) /X/ 3 SEC use only 4 Source of Funds WC 5 Check if Disclosure of Legal Proceedings 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting 8 Shared Voting 19,760 Person With 9 Sole Dispositive 10 Shared Dispositive 19,760 11 Aggregate Amount Beneficially owned 19,760 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .2524% 14 Type of Reporting Person CO 1 Name of Reporting Person Pleasant Lake Apts Corp 2 If a member group a) / / b) /X/ 3 SEC use only 4 Source of Funds WO 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting 8 Shared Voting 170 Person With 9 Sole Dispositive 10 Shared Dispositive 170 11 Aggregate Amount Beneficially owned 170 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .0022 % 14 Type of Reporting Person CO 1 Name of Reporting Person Ramat Securities Ltd 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting 8 Shared Voting 71,500 Person With 9 Sole Dispositive 10 Shared Dispositive 71,500 11 Aggregate Amount Beneficially owned 71,500 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .9134 % 14 Type of Reporting Person BD CUSIP 741570-3-3 Prime Retail 8.5% Series B Cumulative Participating Preferred $.01 Par Value There are no changes to the Schedule 13D, Amendment No. 1, except as set forth in this 2nd Amendment. Item 2. Identity and Background Howard Amster and Tamra F. Gould Charitable Remainder Unitrust has been 100% funded by Howard Amster. Because he has the right to change the trustee of this trust, he can be deemed to have the right to shared voting and dispositive power over any security owned by the trust. While Mr. Amster receives certain income distributions from the trust during his lifetime, the assets owned by the trust benefits charitable purposes. Both, Mr. Amster and Ms. Gould disclaim beneficial ownership of the securities owned by this trust. Howard Amster & Tamra F. Gould Charitable Remainder Unitrust 22674 Halburton Road, Beachwood, OH 44122-3971 Charitable Remainder Unitrust d) Neither the trust or trustee of the Howard Amster & Tamra F. Gould Charitable Remainder Unitrust have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors if any) within the last five years. e) Neither the trust or the trustee of the Howard Amster & Tamra F. Gould Charitable Remainder Unitrust have been a party to any civil proceedings of a judicial or administrative body of competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. Item 3. Source and Amount of Funds or Other Consideration Howard Amster & Tamra F. Gould Charitable Remainder Unitrust purchased shares with trust assets without borrowing. The total consideration for the purchase is $ 213,759.50. Item 4. Purpose of Transaction Howard Amster, Amster Limited Partnership, Amster Trading Company, Howard Amster & Tamra F. Gould Charitable Remainder Unitrust, Gould Trading Company, Pleasant Lake Apts Corp and Ramat Securities Ltd acquired shares for purposes of investment. They may be deemed to be a group. Howard Amster, Amster Trading Company and Howard Amster & Tamra F. Gould Charitable Remainder Unitrust sold shares to adjust their investment position. Howard Amster, Amster Limited Partnership, Amster Trading Company, Howard Amster & Tamra F. Gould Charitable Remainder Unitrust, Gould Trading Company, Pleasant Lake Apts Corp and Ramat Securities Ltd might acquire additional share or other securites of the issuer or dispose of some or all of their shares depending upon market conditions and their personal circumstances. Item 5. Interest in Securities of the Issuer (a)(b) The aggregate amount owned by the Reporting Persons is 870,205 shares or 11.1163 % of the outstanding shares. Howard Amster in his personal and individual retirement accounts owns 776,025 shares or 9.9132 % of the outstanding shares. Amster Limited Partnership owns 2,750 shares or .0351% of the outstanding shares. Amster Trading company owns 0 shares or 0 % of the outstanding shares. Howard Amster & Tamra F. Gould Charitable Remainder Unitrust owns 0 shares or 0 % of the outstanding shares. Gould Trading Company owns 19,760 shares or .2524 % of the outstanding shares. Pleasant Lakes Apts Corp owns 170 shares or .0022 % of the outstanding shares. Ramat Securities Ltd owns 71,500 shares or .9134 % of the outstanding shares. c) Trades executed on the NYSE as open market transactions.
Identity Date Shares Price Executing Broker Howard Amster & 9/20/00 94680 Sold 2.9375 Bear Stearns His Individual Retirement 9/20/00 155620 Sold 3.125 Bear Stearns Accounts Amster Trading Co 9/20/00 69700 Sold 2.9375 Bear Stearns Howard Amster & 9/11/00 50000 Bought 4.25 Bear Stearns Tamra F. Gould Charitable 9/20/00 35620 Sold 2.9375 Bear Stearns Remainder Unitrust 9/20/00 14380 Sold 3.125 Bear Stearns
Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: 9/25/00 Howard Amster Amster Limited Partnership Amster Trading Company by William Costaras, trustee Howard Amster & Tamra F Gould Charitable Remainder Unitrust Tamra F. Gould Gould Trading Company Pleasant Lake Apts Corp Ramat Securities Ltd.