-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Ep7jg786AMa4aUY+k9DAT6crpnzHj1x18HR8M4aRnDDR7+LBLicukk8+06bglZSh IPezPNax4XECrXNkzuCnoQ== 0000899140-94-000007.txt : 19940202 0000899140-94-000007.hdr.sgml : 19940202 ACCESSION NUMBER: 0000899140-94-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIME HOSPITALITY CORP CENTRAL INDEX KEY: 0000080293 STANDARD INDUSTRIAL CLASSIFICATION: 7011 IRS NUMBER: 221890234 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-31058 FILM NUMBER: 94504141 BUSINESS ADDRESS: STREET 1: 700 RTE 46 EAST CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 2018821010 FORMER COMPANY: FORMER CONFORMED NAME: PRIME MOTOR INNS INC DATE OF NAME CHANGE: 19920609 FORMER COMPANY: FORMER CONFORMED NAME: PRIME EQUITIES INC DATE OF NAME CHANGE: 19731120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CUMBERLAND ASSOCIATES CENTRAL INDEX KEY: 0000351262 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125750900 SC 13D/A 1 AMENDED SCH 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) PRIME HOSPITALITY CORP. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 (Title of Class of Securities) 741917108 (CUSIP Number) Mr. Richard Reiss, Jr. Cumberland Associates 1114 Avenue of the Americas New York, New York 10036 (212) 536-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 24, 1994 (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 / /. Check the following box if a fee is being paid with the statement / /. 2 SCHEDULE 13D CUSIP No. 741917108 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CUMBERLAND ASSOCIATES 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC,00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. SOLE VOTING POWER None NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 926,000 WITH 10. SHARED DISPOSITIVE POWER 107,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,033,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% 14. TYPE OF REPORTING PERSON* PN, IA 3 Item 1. Security and Issuer. This Amendment No. 3, which is being filed pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), amends the Schedule 13D, dated September 21, 1993 (the "Schedule 13D"), as amended by Amendment No. 1 thereto dated October 1, 1993 and by Amendment No. 2 thereto dated January 13, 1994, filed by Cumberland Associates, a New York limited partnership (the "Reporting Person" or "Cumberland"), and relates to the Common Stock, par value $.01 per share (the "Common Stock" or the "Shares"), of Prime Hospitality Corp. (the "Company"). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and supplemented by the following: As of the date hereof, Cumberland beneficially owned the aggregate number and percentage of outstanding Common Stock set forth below: 4 Number of Shares Percentage* 1,033,000 ** *** 3.7% Set forth in Appendix A attached hereto and incorporated herein by reference are descriptions of the transactions in the Common Stock effected by Cumberland within the 60 day period prior to the date of this filing. Cumberland is no longer the beneficial owner of more than 5 percent of the Common Stock outstanding. Accordingly, until such time as Cumberland acquires, directly or indirectly, beneficial ownership of additional Common Stock in excess of the 5 percent threshold, Cumberland is no longer required to report pursuant to Rule 13d-1 with respect to the Common Stock. ____________________ * Based on 27,653,628 shares of Common Stock outstanding as of the date hereof, as indicated in the Company's Form 10-Q for the fiscal quarter ended September 30, 1993, filed with the SEC. ** As to 926,000 Shares of which, there is sole power to dispose or to direct the disposition of such Shares; as to 107,000 Shares of which, there is shared power to dispose or to direct the disposition of such Shares because six of the account holders may be deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as a result of their right to terminate their respective discretionary accounts within a period of 60 days. *** Cumberland Associates has no voting power with respect to any of the Shares. 5 After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 31, 1994 CUMBERLAND ASSOCIATES By: /s/ Richard Reiss, Jr. Richard Reiss, Jr. General Partner 6 APPENDIX A* 1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES DATE OF NO. OF UNITS NO. OF UNITS PRICE PER TRANSACTION PURCHASED SOLD UNIT 12/29/93 100,000 $6 12/30/93 100,000 $6 1/8 1/10/94 38,500 $6 5/8 1/12/94 10,600 $7 1/13/94 34,200 $7 1/14/94 100,000 $7 1/20/94 50,000 $7 1/8 1/24/94 100,000 $7 3/8 1/28/94 100,000 $7 1/4 * Each of the transactions set forth in this Appendix was a regular way transaction. -----END PRIVACY-ENHANCED MESSAGE-----