-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NXN1dSl/FZ3HUjM6vgClYMBX4MlxWu9PF/h541LRKt6k6x9W6DB6iDsTZttxiKDI 8s0VTumP+VOHj6ichVPA5w== 0000911708-03-000006.txt : 20030305 0000911708-03-000006.hdr.sgml : 20030305 20030305163232 ACCESSION NUMBER: 0000911708-03-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIME RETAIL INC/BD/ CENTRAL INDEX KEY: 0000911708 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 382559212 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13301 FILM NUMBER: 03593440 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST STREET 2: 1900 FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102340782 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET STREET 2: 1900 FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 8-K 1 g8k2003.txt FORM 8-K FOR PERIOD ENDED 3/31/2003 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): March 4, 2003 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 - 2 Item 7. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits. Number Description ------ ----------- 99.1 Press Release issued on March 4, 2003 Item 9. Regulation FD Disclosure. ------------------------- On March 4, 2003, Prime Retail, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. Page - 3 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: March 5, 2003 By: /s/ Robert A. Brvenik --------------------- Name: Robert A. Brvenik Title: President, Chief Financial Officer and Treasurer Page - 4 EXHIBIT INDEX Number Description ------ ------------ 99.1 Press Release dated March 4, 2003 EX-99 3 gpr30403.txt EXHIBIT 99.1 - PRESS RELEASE DATED 3/4/2003 Exhibit 99.1 - ------------- FOR IMMEDIATE RELEASE FOR MORE INFORMATION CALL March 4, 2003 Investors: Robert A. Brvenik Chief Financial Officer (410) 234-1750 Media: Steven A. Sless Public Relations (410) 234-8333 PRIME RETAIL, INC. DISCLOSES LIMITED DISCUSSIONS AMONG CERTAIN RESTRICTED PREFERRED STOCKHOLDERS BALTIMORE -- Prime Retail, Inc. (the "Company") (OTC Bulletin Board: PMRE, PMREP, PMREO) today announced that, in connection with its previously announced exploration of strategic alternatives, the Company recently engaged in exclusive negotiations with a third party concerning a potential acquisition of the Company. In connection with such negotiations, Houlihan Lokey Howard & Zukin, the Company's financial advisor, acting on behalf of the Company, facilitated limited discussions involving certain holders of the Company's preferred stock who had agreed pursuant to confidentiality agreements to maintain in confidence any material nonpublic information concerning the Company disclosed to them. The purpose of such discussions was to obtain input from holders of the Company's Series A and Series B preferred stock with respect to the possible allocation of consideration among the Company's stockholders assuming an acquisition of the Company resulting in aggregate consideration to the Company's stockholders in the range of $130 million to $135 million. Discussions between the Company and such third party concerning a potential sale of the Company have ceased at this time and the exclusivity period has lapsed. The Company and Houlihan Lokey Howard & Zukin have had and expect to continue to have discussions with various third parties regarding strategic alternatives, including a potential sale of the Company. There can be no assurance as to the completion, timing or terms of any transaction. This disclosure is being made in accordance with the terms of the confidentiality agreements with the preferred stockholders noted above. It remains the Company's policy not to comment on potential transactions other than as required by applicable law. The Company is a self-administered, self-managed real estate investment trust engaged in the ownership, leasing, marketing and management of outlet centers throughout the United States. The Company currently owns and/or manages 38 outlet centers totaling approximately 10.4 million square feet of GLA. The Company also owns 154,000 square feet of office space. The Company has been an owner, operator and a developer of outlet centers since 1988. For additional information, visit the Company's website at www.primeretail.com. Page - 2 Some of the statements contained herein which are not statements of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect management's current views with respect to future events and financial performance. The words "believes," "expects," "anticipates," "estimates" and similar words or expressions are generally intended to identify forward-looking statements. Actual results may differ materially from those expected because of various risks and uncertainties, including, but not limited to, changes in general economic conditions, adverse changes in real estate markets as well as other risks and uncertainties included from time to time in the Company's filings with the Securities and Exchange Commission. The Company accepts no responsibility for updating forward-looking statements. The information contained herein is furnished for information purposes only and is not to be construed as an offer to buy or sell securities. # # # -----END PRIVACY-ENHANCED MESSAGE-----