8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    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): August 18, 2004


                             PRIME HOSPITALITY CORP.
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               (Exact Name of Registrant as Specified in Charter)



         Delaware                         1-6869                22-2640625
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(State or Other Jurisdiction           (Commission           (IRS Employer
     of Incorporation)                 File Number)        Identification No.)


700 Route 46 East Fairfield, New Jersey                               07004
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(Address of Principal Executive Offices)                            (Zip Code)


       Registrant's telephone number, including area code: (973) 882-1010
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                                       N/A
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         (Former Name or former Address, if Changed Since Last Report)

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ITEM 5.     OTHER EVENTS AND REQUIRED FD DISCLOSURE

          On August 18, 2004, Prime Hospitality Corp.  ("Prime")  announced that
it had  signed a  definitive  agreement  to be  acquired  by  affiliates  of The
Blackstone Group (collectively, "Blackstone") for $12.25 per share, in cash. The
Board of Directors  of Prime  approved  the  agreement  in a special  meeting on
August 18, 2004. The  transaction is subject to Prime  stockholder  approval and
other customary  conditions,  and is expected to be completed  during the fourth
quarter of 2004.

          A copy of the  press  release  issued  by Prime on  August  18,  2004,
announcing the Blackstone transaction, is attached hereto as Exhibit 99.1 and is
incorporated herein by this reference.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

    (c)   Exhibits

Exhibit Number          Description
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99.1                    Press Release, dated August 18, 2004.





                                    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 hereunto duly authorized.



                                          PRIME HOSPITALITY CORP.



Date:  August 18, 2004                    By: /s/ Richard T. Szymanski
                                             -----------------------------------
                                             Name:  Richard T. Szymanski
                                             Title: Senior Vice President and
                                                    Chief Financial Officer

EX-99

                                                                    Exhibit 99.1

             THE BLACKSTONE GROUP TO ACQUIRE PRIME HOSPITALITY CORP.


Fairfield, NJ - August 18, 2004 - Prime Hospitality Corp. (NYSE: PDQ) announced
today that it had signed a definitive agreement to be acquired by affiliates of
The Blackstone Group for $12.25 per share, a 42% premium to the closing price on
August 18th. The total value of the transaction, including debt, is over $790
million. Prime Hospitality Corp. (Prime) controls three hotel brands -
AmeriSuites, Wellesley Inns & Suites and Prime Hotels and Resorts - operating
and franchising 256 hotels with 33,605 rooms. Of these hotels, it owns 112
comprising 14,183 rooms.

The Board of Directors of Prime approved the agreement in a special meeting
today. The transaction is subject to shareholder approval and other customary
conditions and is expected to be completed during the fourth quarter of 2004.

Blackstone plans to maintain the headquarters operations of Prime Hospitality
Corp. in Fairfield, NJ. In addition, Blackstone intends to convert 37 of the
owned Wellesley Inns & Suites, which were originally built as moderate price
extended stay hotels with kitchens, to one of its Extended Stay America brands.

In making the announcement, Attilio Petrocelli, Chairman and Chief Executive
Officer of Prime, commented, "The Board of Directors is pleased with the terms
of this acquisition and believes it is in the best interests of the Company's
shareholders. The Board is especially grateful to the excellent team of
associates in this organization."

Jonathan D. Gray, Senior Managing Director of The Blackstone Group, said, "We
are excited to be acquiring Prime Hospitality. Prime has an outstanding
collection of properties, brands and people. We look forward to working with the
organization, its franchisees and owner/partners."

A special shareholder meeting will be announced soon to obtain shareholder
approval.

In connection with the transaction, Prime will commence a tender offer and
consent solicitation relating to its 8.375% Senior Subordinated Notes due 2012
($178.7 million principal amount outstanding). Details with respect to this
tender offer and consent solicitation will be set forth in tender offer
documents, which will be furnished in due course to holders of the Notes.

The Company will host a conference call to discuss the transaction, which will
be held on August 19, 2004 at 10:00 a.m. The dial-in number is (800) 818-6592.

Bear, Stearns & Co. Inc. is serving as financial advisor to Prime and Banc of
America Securities LLC is serving as financial advisor for Blackstone. Bank of
America's CMBS Capital Markets Group is providing acquisition financing for the
transaction. Olshan Grundman Frome Rosenzweig & Wolosky LLP and Simpson Thacher
& Bartlett LLP acted as legal advisers to Prime and Blackstone, respectively.

About Prime Hospitality Corp.

Prime Hospitality Corp., one of the nation's premiere lodging companies, owns,
manages, develops and franchises more than 250 hotels throughout North America.
The Company owns and operates three proprietary brands, AmeriSuites(R) (all
suites), PRIME Hotels & Resorts(R) (full-service) and Wellesley Inns & Suites(R)
(limited service). Also within Prime's portfolio are owned and/or managed hotels
operated under franchise agreements with national hotel chains including Hilton,
Sheraton, Hampton, and Holiday Inn. Prime can be accessed over the Internet at
http://www.primehospitality.com.





About The Blackstone Group

The Blackstone Group, a private investment firm with offices in New York, London
and Hamburg, was founded in 1985. Blackstone's Real Estate Group has raised five
funds, representing over $6 billion in total equity, and has a long track record
of investing in hotels and other commercial properties. In addition to Real
Estate, The Blackstone Group's core businesses include, Private Equity,
Corporate Debt Investing, Marketable Alternative Asset Management, Mergers and
Acquisitions Advisory, and Restructuring and Reorganization Advisory. The
Blackstone Group can be accessed on the Internet at http://www.blackstone.com.

Certain statements and information included in this release constitute
"forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance, or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied in such forward-looking statements. Additional discussion of factors
that could cause actual results to differ materially from management's
projections, forecasts, estimates and expectations is contained in the Company's
SEC filings.

In connection with the proposed merger, the Company will file a proxy statement
with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free
copy of the proxy statement (when available) and other documents filed by the
Company at the Securities and Exchange Commission's web site at www.sec.gov. The
proxy statement and such other documents may also be obtained for free from the
Company by directing such request to the Company, Attention: Rich Szymanski,
Chief Financial Officer, 700 Route 46 East, Fairfield, NJ 07004, Telephone:
(973) 808-7751.

The Company and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from its shareholders in connection with the proposed merger.
Information concerning the interests of Company's participants in the
solicitation is set forth in the Company's proxy statements and Annual Reports
on Form 10-K, previously filed with the Securities and Exchange Commission, and
in the proxy statement relating to the merger when it becomes available.


CONTACT:    Prime Hospitality Corp.
            Rich Szymankski, (973) 808-7751

            The Blackstone Group
            John Ford, (212) 583-5559