-----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, CZTKmeb223DcvNjQN6kfIQU9NekY2w+9EaH2Y7zN5Vw4Qb0LVEqoHnoM4hlFEylw z/rdkG0GUhet2m01xq59eg== 0000899140-02-000521.txt : 20020731 0000899140-02-000521.hdr.sgml : 20020731 20020731155012 ACCESSION NUMBER: 0000899140-02-000521 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020722 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIME HOSPITALITY CORP CENTRAL INDEX KEY: 0000080293 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 222640625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06869 FILM NUMBER: 02716169 BUSINESS ADDRESS: STREET 1: 700 RTE 46 E CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 9738821010 MAIL ADDRESS: STREET 1: 700 RTE 46 EAST CITY: FAIRFIELD STATE: NJ ZIP: 07004 FORMER COMPANY: FORMER CONFORMED NAME: PRIME EQUITIES INC DATE OF NAME CHANGE: 19731120 FORMER COMPANY: FORMER CONFORMED NAME: PRIME MOTOR INNS INC DATE OF NAME CHANGE: 19920609 8-K 1 p1069646.txt CURRENT REPORT ON FORM 8-K 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): July 22, 2002 PRIME HOSPITALITY CORP. ---------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-6869 22-2640625 --------- ---------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 700 Route 46 East Fairfield, New Jersey 07004 ------------------------------------------------- (Address of principal executive offices) (Zip Code) (973) 882-1010 --------------- (Registrant's telephone number, including area code) Item 5. Other Events. ------------ On July 22, 2002, Prime Hospitality Corp. (the "Company") executed a $125,000,000 senior revolving credit facility with a syndicate of financial institutions. In connection with the execution of the senior credit facility, the Company also notified its trustee for its 9.25% First Mortgage Notes Due 2006 (the "Notes") that it is calling for redemption all of the Notes on August 21, 2002. Item 7. Exhibits. --------- 99.1 Press Release, dated July 23, 2002, with respect to the Credit Agreement and the redemption of Prime Hospitality Corp.'s 9.25% First Mortgage Notes Due 2006. SIGNATURE 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 thereunto duly authorized. PRIME HOSPITALITY CORP. (Registrant) Date: July 31, 2002 By: /s/ Douglas W. Vicari ------------------------------ Name: Douglas W. Vicari Title: Senior Vice President, Chief Financial Officer and Secretary EXHIBIT INDEX 99.1 Press Release, dated July 23, 2002, with respect to the Credit Agreement and the redemption of Prime Hospitality Corp.'s 9.25% First Mortgage Notes Due 2006. EX-99.1 3 p1070708.txt PRESS RELEASE PRIME HOSPITALITY CORP. SIGNS NEW CREDIT AGREEMENT AND ANNOUNCES REDEMPTION OF ITS 9 1/4% FIRST MORTGAGE NOTES DUE 2006 FAIRFIELD, N.J., July 23 /PRNewswire-FirstCall/ -- Prime Hospitality Corp. (NYSE: PDQ) announced today the execution of a $125,000,000 senior revolving credit facility with a syndicate of financial institutions. The credit facility consists of a four-year, $125,000,000 revolving line of credit, which under certain circumstances may be increased by an aggregate principal amount not to exceed $125,000,000 and is secured by the equity interests of certain of Prime Hospitality's subsidiaries. The credit agreement contains loan covenants customary for a credit facility of this size and nature, including but not limited to, limitations on making capital expenditures, selling or transferring assets, making certain investments (including acquisitions) and incurring additional indebtedness and liens. In addition, the credit agreement provides for the redemption of Prime Hospitality's 9-1/4% First Mortgage Notes Due 2006 on or before September 5, 2002. Proceeds from the credit facility will be used to redeem the 9-1/4% First Mortgage Notes, to pay associated transaction costs and to provide financing for working capital and other general corporate purposes. "We, at Prime, are pleased that our new revolving credit facility has been successfully completed," said Douglas Vicari, Senior Vice President and Chief Financial Officer. "The new facility will be put to use immediately by redeeming our existing 9-1/4% First Mortgage Notes due 2006, which will result in significant interest savings for our company. The new senior structure fits well into our capital structure and will be an important component in helping the company achieve its objectives over the next four years." CIBC World Markets acted as lead arranger and is administrative agent for the new facility. In connection with the execution of the credit agreement, Prime Hospitality also announced today that it has notified the trustee that it is calling for redemption on August 21, 2002 of all of its outstanding 9-1/4% First Mortgage Notes. The redemption price shall be 103.083% of the principal amount of the 9-1/4% First Mortgage Notes, plus accrued and unpaid interest, to, but not including, the date of redemption. Wells Fargo Bank Minnesota, N.A. will act as the paying agent and trustee in connection with the redemption. Questions concerning the redemption may be directed to Wells Fargo Bank Minnesota, N.A., Bondholder Communications, at (800) 344-5128. Prime Hospitality has instructed the trustee to mail the redemption notice to the registered holders of the 9-1/4% First Mortgage Notes. This press release does not constitute a call for redemption. Prime Hospitality Corp., one of the nation's premiere lodging companies, owns, manages, develops and franchises 238 hotels throughout the United States. Prime Hospitality owns and operates two proprietary brands, AmeriSuites(R) (all-suites) and Wellesley Inns & Suites(R) (limited-service). Also within Prime Hospitality's portfolio are owned and/or managed hotels operated under franchise agreements with national hotel chains including Hilton, Radisson, Sheraton, Holiday Inn and Ramada. Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause Prime Hospitality's actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include the information about Prime Hospitality's possible or assumed future results of operations and statements preceded by, followed by or that include the words "expect," "intend," "plan," or similar expressions, or the negative thereof. Actual results may differ materially from those expressed in these forward-looking statements. Readers of this press release are cautioned not to unduly rely on any forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----