SC 13D/A 1 prime100.txt United States Securities and Exchange Commission Washington DC 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Prime Retail Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 741157105 (CUSIP Number) Howard Amster, 23811 Chagrin Blvd, Suite 200 Beachwood, OH 44122-5525 (216) 595-1047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 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 of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting 1,356,248.459 Beneficially Owned By Each Reporting Person With 8 Shared Voting 87,476.55 9 Sole Dispositive 1,356,248.459 10 Shared Dispositive 87,476.55 11 Aggregate Amount Beneficially owned 1,538,928.309 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 3.53 % 14 Type of Reporting Person IN 1 Name of Reporting Person Amster Limited Partnership 2 If a member of a 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 Person With 8 Shared Voting 12,267.55 9 Sole Dispositive 10 Shared Dispositive 12,267.55 11 Aggregate Amount Beneficially owned 12,267.55 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.03% 14 Type of Reporting Person PN 1 Name of Reporting Person Amster Trading Company --------- 2 If a member of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure of Legal Proceedings is Required 6 Citizen or Place of Organization USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting Person With 8 Shared Voting 126,523 9 Sole Dispositive 10 Shared Dispositive 126,523 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 Estate of Sonia K. Amster 2 If a member of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares Beneficially Owned 7 Sole Voting By Each Reporting Person With 8 Shared Voting 8,000 9 Sole Dispositive 10 Shared Dispositive 8,000 11 Aggregate Amount Beneficially owned 8,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class represented by amount in row (11) 0.018 % 14 Type of Reporting Person IN 1 Name of Reporting Person Tamra F. Gould 2 If a member of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 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 Person With 8 Shared Voting 23,636.912 9 Sole Dispositive 10 Shared Dispositive 23,636.912 11 Aggregate Amount Beneficially owned 23,636.912 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class represented by amount in row (11) 0.054 % 14 Type of Reporting Person IN 1 Name of Reporting Person Gould Trading Company 2 If a member of a 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 Person With 8 Shared Voting 23,636.912 9 Sole Dispositive 10 Shared Dispositive 23,636.912 11 Aggregate Amount Beneficially owned 23,636.912 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.054 % 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 Person With 8 Shared Voting 109,035 9 Sole Dispositive 10 Shared Dispositive 109,035 11 Aggregate Amount Beneficially owned 109,035 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.25% 14 Type of Reporting Person OO 1 Name of Reporting Person Amster Trading Company 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 Person With 8 Shared Voting 126,523 9 Sole Dispositive 10 Shared Dispositive 126,523 11 Aggregate Amount Beneficially owned 126,523 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.3 % 14 Type of Reporting Person OO 1 Name of Reporting Person Pleasant Lake Apts Corp 2 If a member of a 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 Person With 8 Shared Voting 710.354 9 Sole Dispositive 10 Shared Dispositive 710.354 11 Aggregate Amount Beneficially owned 710.354 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.000% 14 Type of Reporting Person CO 1 Name of Reporting Person Pleasant Lake Apts Limited Partnership 2 If a member of a 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 Person With 8 Shared Voting 17,984 597: 9 Sole Dispositive 10 Shared Dispositive 17,984 11 Aggregate Amount Beneficially owned 17,984 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.041 % 14 Type of Reporting Person PN 1 Name of Reporting Person Ramat Securities Ltd 2 If a member of a 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 Person With 8 Shared Voting 152,428.3 9 Sole Dispositive 10 Shared Dispositive 152,428.3 11 Aggregate Amount Beneficially owned 152,428.3 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .34 % 14 Type of Reporting Person BD 1 Name of Reporting Person William Costaras 2 If a member of a group a) / / b) / / 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of shares 7 Sole Voting 11,000 Beneficially Owned By Each Reporting Person With 8 Shared Voting 175,748 9 Sole Dispositive 11,000 10 Shared Dispositive 175,748 11 Aggregate Amount Beneficially owned 186,748 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.43 % 14 Type of Reporting Person IN There are no changes to the Schedule 13D, as amended except as follows: Item 1 Security and Issuer Prime Retail Inc. common stock $.01 par value per share (CUSIP 741570105) and Prime Retail 8.5% Series B Cumulative Participating Convertible Preferred $.01 par value (CUSIP 741570303) shares if converted into common stock. This Schedule 13D amendment #1 is being filed because of the group members' common and convertible shares. All share amounts in this amendment assume convertible preferred shares were converted to common stock. (which has not and may not ever occur) Prime Retail, Inc. 100 East Pratt Street, 19th Floor Baltimore, Maryland 21202 (410) 234-0782 Item 4 Purpose of Transaction Howard Amster, Amster Limited Partnership, Amster Trading Company, Estate of Sonia K. Amster, Gould Trading Company, Howard Amster & Tamra F. Gould Charitable Remainder Unitrust, Amster Trading Company Charitable Remainder Unitrust, Pleasant Lake Apts Corp, Pleasant Lake Apts Limited Partnership and Ramat Securities Ltd acquired their shares for purposes of investment. William N. Costaras, individually, disclaims being part of any group. Howard Amster, Amster Trading Company,and Howard Amster & Tamra F. Gould Charitable Remainder Unitrust sold shares to adjust their investment positions. a) Howard Amster, Amster Limited Partnership, Amster Trading Company, Estate of Sonia K. Amster, Gould Trading Company, Howard Amster & Tamra F. Gould Charitable Remainder Unitrust, Amster Trading Company Charitable Remainder Unitrust, Pleasant Lake Apts Corp, Pleasant Lake Apts Limited Partnership and Ramat Securities Ltd might acquire additional shares or other securities 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 The filing of this Schedule 13D Amendment #1 is to show the result of common shares that would be held if all the 8.5% Series B Cumulative Participating Convertible Preferred $.01 par value shares owned were converted to common shares and added to common shares that are owned. Each share of Prime Retail 8.5% Series B Cumulative Participating Convertible Preferred converts to 1.1962 shares of Prime Retail common shares. If the convertible preferred were converted to common shares and added to common shares owned: (a)(b) The aggregate amount owned by the Reporting Persons is 1,746,313.221 shares or 4.007 % of the outstanding shares. Howard Amster in his own name and individual retirement accounts owns 1,355,538.105 shares or 3.111 % of the outstanding shares. Amster Limited Partnership owns 12,267.55 shares or .03 % of the outstanding shares. Amster Trading Company owns 0 shares or 0 % of the outstanding shares. Estate of Sonia K. Amster owns 8,000 shares or 0.018 % of the outstanding shares. Gould Trading Company owns 23,636.912 shares or 0.054% of the outstanding shares. Howard Amster & Tamra F. Gould Charitable Remainder Unitrust owns 49,225 shares or 0.113 % of the outstanding shares. William N. Costaras is the sole trustee of the Howard Amster & Tamra F. Gould Charitable Remainder Unitrust but disclaims beneficial ownership of those shares. William N. Costaras owns 11,000 shares or 0.025% of the outstanding shares. Amster Trading Company Charitable Remainder Unitrust owns 126,523 shares or 0.3 % of the outstanding shares. William N. Costaras is the sole trustee of the Amster Trading Company Charitable Remainder Unitrust but disclaims beneficial ownership of those shares. William N. Costaras owns 11,000 shares or 0.025% of the outstanding shares. Pleasant Lake Apts Corp owns 710.354 shares or 0.000% of the outstanding shares. Pleasant Lake Apts Limited Partnership 17,984 shares or 0.041 % of the outstanding shares. Ramat Securities Ltd owns 152,428.3 shares or .34% of the outstanding shares. The above excludes 11,000 shares owned by William N. Costaras. c) Description of Transactions Convertible Preferred Shares
Executing Identity Date Shares Price Sold Broker Howard Amster & 9/20/00 94680 2.9375 NYSE Bear Stearns his individual 9/20/00 155620 3.125 NYSE Bear Stearns retirement accounts Amster Trading Co 9/20/00 69700 2.9375 NYSE Bear Stearns Howard Amser & 9/20/00 35620 2.9375 NYSE Bear Stearns Tamra F. Gould 9/20/00 14380 3.125 NYSE Bear Stearns Charitable Remainder Unitrust
e) Howard Amster, Amster Limited Partnership, Amster Trading Company, Estate of Sonia K. Amster, Gould Trading Company, Howard Amster & Tamra F. Gould Charitable Remainder Unitrust, Amster Trading Company Charitable Remainder Unitrust, Pleasant Lake Apts Corp, Pleasant Lake Apts Limited Partnership and Ramat Securities Ltd cease to be beneficial owners of more than 5 % of Prime Retail Inc. common stock on September 20, 2000. 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 Estate of Sonia K. Amster Tamra F. Gould Gould Trading Company by William Costaras, trustee by William Costaras, trustee Howard Amster & Tamra F. Gould Amster Trading Company Charitable Remainder Unitrust Charitable Remainder Unitrust Pleasant Lake Apt Corp Pleasant Lake Apts Limited Partnership Ramat Securities Ltd