-----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, Ps8C2EEET5enVsEcKnEo5r/3gcHRYpBUADJnsy3CBBPlCPid1aQFk+hlPP3nHvfh d+o5glnljfa6/M5h/fZCLw== 0000899140-03-000366.txt : 20030417 0000899140-03-000366.hdr.sgml : 20030417 20030417103536 ACCESSION NUMBER: 0000899140-03-000366 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030417 GROUP MEMBERS: UNITED CAPITAL CORP. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PETROCELLI ATTILIO CENTRAL INDEX KEY: 0001056836 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 0 STREET 2: 9 PARK PLACE CITY: GREAT NECK STATE: NY ZIP: 11021 BUSINESS PHONE: 5164666464 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31058 FILM NUMBER: 03653573 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 SC 13D/A 1 pet11956881b.txt AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) Under the Securities Exchange Act of 1934 Prime Hospitality Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 741917108 ----------- (CUSIP Number) A. F. Petrocelli c/o United Capital Corp. 9 Park Place Great Neck, New York 11021 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: William H. Gump, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 April 17, 2003 - -------------------------------------------------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following: [_] - -------------------------------------------------------------------------------- CUSIP No. 741917108 13D --------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON A. F. Petrocelli - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ---------- --------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------- -------- -------------------------------------------------------- 7 SOLE VOTING POWER 1,920,000 (includes Mr. Petrocelli's options to purchase 1,875,000 common shares at an exercise price of $9.31 per share as to 10,000 shares, $10.00 per share as to 65,000 shares, $5.91 per share as to 800,000 shares and $9.12 as to 1,000,000 shares which are currently exercisable or which will become exercisable within 60 days of April 17, 2003) -------- -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,953,297 OWNED BY -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,920,000 (includes Mr. Petrocelli's options to PERSON purchase 1,875,000 common shares at an exercise price WITH of $9.31 per share as to 10,000 shares, $10.00 per share as to 65,000 shares, $5.91 per share as to 800,000 shares and $9.12 as to 1,000,000 shares which are currently exercisable or which will become exercisable within 60 days of April 17, 2003) -------- -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,953,297 - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,873,297 (includes Mr. Petrocelli's options to purchase 1,875,000 common shares at an exercise price of $9.31 per share as to 10,000 shares, $10.00 per share as to 65,000 shares, $5.91 per share as to 800,000 shares and $9.12 as to 1,000,000 shares which are currently exercisable or which will become exercisable within 60 days of April 17, 2003) - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.46% (Beneficial ownership is calculated based upon a 46,608,503 outstanding common share count. The 46,608,503 outstanding common share count was derived from the sum of 44,733,503 and 1,875,000, which equals the number of Prime Hospitality Corp. common shares outstanding as of April 9, 2003 and the total number of vested and exercisable options owned by Mr. Petrocelli, respectively.) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------- --------------------------------------------------------------------- CUSIP No. 741917108 13D --------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON United Capital Corp. - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ---------- --------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------- -------- -------------------------------------------------------- 7 SOLE VOTING POWER 2,953,297 -------- -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 2,953,297 WITH -------- -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,953,297 - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.60% (Beneficial ownership is calculated based upon the 44,733,503 common shares of Prime Hospitality Corp. outstanding as of April 9, 2003.) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ---------- --------------------------------------------------------------------- This Amendment No. 3 (this "Amendment") to Statement on Schedule 13D (the "Schedule 13D") is being filed on behalf of each of Mr. A. F. Petrocelli and United Capital Corp., a Delaware corporation (together, the "Reporting Entities"). This Amendment relates to the common stock, par value $.01 per share, of Prime Hospitality Corp. (the "Common Stock"), a Delaware corporation (the "Company"), and is being filed to reflect a change in the number and percentage of Common Stock beneficially owned by United Capital Corp ("United"), due to United's purchase of shares of Common Stock in the public market on April 11, 2003 and to reflect a change in the number and percentage of Common Stock beneficially owned by Mr. Petrocelli, due to the vesting of his options to purchase Common Stock granted by the Company under certain stock option agreements. Capitalized terms used in this Amendment and not defined herein have the respective meanings ascribed to them in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended by deleting it in its entirety and replacing it with the following: As of the date hereof, Mr. Petrocelli beneficially owns 4,873,297 shares of Common Stock (including 2,953,297 shares held indirectly through United and Mr. Petrocelli's options to purchase 1,875,000 shares at an exercise price of $9.31 per share as to 10,000 shares, $10.00 per share as to 65,000 shares, $5.91 per share as to 800,000 shares and $9.12 as to 1,000,000 shares which are currently exercisable or which will become exercisable within 60 days of April 17, 2003). As of the date hereof, United beneficially owns 2,953,297 shares of Common Stock. Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, by reason of his relationship with the other Reporting Person as described in Item 2, Mr. Petrocelli may be deemed the beneficial owner of all of the shares of Common Stock held for the account of United. Mr. Petrocelli expressly disclaims beneficial ownership of any of the shares of Common Stock directly held by United. Item 4. Purpose of Transaction. On April 11, 2003, United purchased 450,000 shares of Common Stock in the public market at a purchase price of $5.30 per share. Mr. Petrocelli was previously granted options to purchase Common Stock under certain stock option agreements. As of April 17, 2003, Mr. Petrocelli owned options to purchase 1,875,000 common shares at an exercise price of $9.31 per share as to 10,000 shares, $10.00 per share as to 65,000 shares, $5.91 per share as to 800,000 shares and $9.12 as to 1,000,000 shares. Item 5. Interest in Securities of the Issuer. Item 5 of Schedule 13D is hereby amended by replacing paragraphs (a) and (b) thereof and restating it with the following: (a) Number Percentage ------ ---------- A. F. Petrocelli 4,873,297 (1) 10.46%(1) United Capital Corp. 2,953,297 6.60% (1) Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, by virtue of Mr. Petrocelli's relationship with the other Reporting Person as described in Item 2, Mr. Petrocelli may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of 2,953,297 shares of Common Stock held for the account of United. Mr. Petrocelli expressly disclaims beneficial ownership of any of the shares of Common Stock directly held by United. Except as otherwise set forth in a Schedule 13D or amendment hereto or thereto of any of the Reporting Entities, each Reporting Entity expressly disclaims beneficial ownership of any of the shares of Common Stock of the Company directly owned by any other Reporting Entity and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any Reporting Entity is a beneficial owner of any such shares. (b)
Sole Voting Shared Voting Sole Dispositive Shared Dispositive Power Power Power Power ----------- ------------- ---------------- ------------------ A. F. Petrocelli 1,920,000 (1) 2,953,297 (2) 1,920,000 (1) 2,953,297 (2) United Capital Corp. 2,953,297 0 2,953,297 0 (1) Includes options to purchase 1,875,000 common shares at an exercise price of $9.31 per share as to 10,000 shares, $10.00 per share as to 65,000 shares, $5.91 per share as to 800,000 shares and $9.12 as to 1,000,000 shares which are currently exercisable or which will become exercisable within 60 days of April 17, 2003. (2) Mr. Petrocelli expressly disclaims beneficial ownership of any of the shares of Common Stock directly held by United. Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, by virtue of Mr. Petrocelli's relationship with the other Reporting Person as described in Item 2, Mr. Petrocelli may be deemed to have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of 2,953,297 shares of Common Stock held for the account of United.
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 correct. Dated: April 17, 2003 By: /s/ A. F. Petrocelli ----------------------------- Name: A. F. Petrocelli UNITED CAPITAL CORP. By: /s/ A. F. Petrocelli ----------------------------- Name: A. F. Petrocelli Title: Chairman, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----