-----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, Ry/3GzKUVVb8yxbXwe7SgsnKln/mEuFuK1K90ddhcD1l2hT4Z2H36Tj0m1bZfTzk 9sTz5vlw7YLbxWjYU4uXgw== 0001005477-01-000526.txt : 20010131 0001005477-01-000526.hdr.sgml : 20010131 ACCESSION NUMBER: 0001005477-01-000526 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010130 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43463 FILM NUMBER: 1518603 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALPERIN MAURICE A CENTRAL INDEX KEY: 0001017933 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 441 SOUTH FEDERAL HIGHWAY CITY: DEERFIELD STATE: FL ZIP: 33441 BUSINESS PHONE: 4079890382 MAIL ADDRESS: STREET 1: 441 SOUTH FEDERAL HIGHWAY CITY: DEERFIELD BEACH STATE: FL ZIP: 33441 SC 13D/A 1 0001.txt AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Prime Retail, Inc. ------------------ (Name of Issuer) Common Stock --------------------------------------- (Title of Class of Securities) 741570105 ----------------- (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 -------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 24, 2001 ----------------------------------- (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). CUSIP NO. 714570105 SCHEDULE 13D Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 4,197,309 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 4,197,309 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,197,309 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.45% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 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 $14,797,247.00. This includes $10,052,781.00 for the purchase of 5,399,909 shares of Common Stock and $4,744,466.00 for the purchase of 694,700 shares of the Convertible Preferred Stock, which are currently convertible into 831,000 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. 4 is a decrease of over 1% in my beneficial ownership of the Company's Common Stock from the 13.8% reported on Amendment No. 3 to Schedule 13D filed on January 11, 2001. January 24, 2001 is the date of the event requiring the filing of this amendment. As of January 26, 2001, I own beneficially 4,197,309 shares or 9.45% of the Company's outstanding Common Stock. My ownership includes 3,366,309 shares of the Common Stock and 694,700 shares of Convertible Preferred Stock, currently convertible into 831,000 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. 3 In Amendment No. 3, I reported all transactions from November 16, 2000 through January 3, 2001. During the period from January 4, 2001 through January 26, 2001, I acquired 100,000 shares of Common Stock in 3 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. Transaction Number of Shares Date Purchased Price Per Share Net Purchase Price - ----------- ---------------- --------------- ------------------ 01/08/01 10,000 .50 $ 5,000.00 01/09/01 11,200 .50 5,600.00 01/09/01 78,800 .50 39,400.00 During the period from January 4, 2001 through January 26, 2001, I acquired 800 shares of the Convertible Preferred Stock in one open market transaction on the New York Stock Exchange made on my behalf by PaineWebber. The trade date was January 11, 2001. The price per share and total purchase price were $5.9375 and $4,750.00. On January 24, 2001, I gifted 2,033,600 shares of Common Stock to a charitable foundation in a private transaction. The price per share was $.5625. I paid a total of $1,027,713.96 for these shares. I am not a trustee of the foundation and I do not have the power to direct how the foundation's assets are donated. 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. 4 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 26, 2001 /s/ Maurice A. Halperin - -------------------------------- Signature Maurice A. Halperin - -------------------------------- 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). 5 -----END PRIVACY-ENHANCED MESSAGE-----