-----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, UgdmTbJUQJS0jPUR0hyzxyEA2V566+MhT3c2swiW+8Ev4bAz4um1Q30alusTejZZ t6qF5HGCK43w4D5o8ST3pw== 0000950123-96-001960.txt : 19960502 0000950123-96-001960.hdr.sgml : 19960502 ACCESSION NUMBER: 0000950123-96-001960 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19960501 SROS: NYSE 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06869 FILM NUMBER: 96554711 BUSINESS ADDRESS: STREET 1: 700 RTE 46 EAST CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 2018821010 MAIL ADDRESS: STREET 1: 700 RTE 46 EAST CITY: FAIRFIELD STATE: NJ ZIP: 07004 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 10-Q/A 1 FORM 10-Q/A FOR PERIOD ENDED JUNE 30, 1995 1 FORM 10-Q/A SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 (MARK ONE) (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO ________________ Commission File No. 1-6869 PRIME HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 22-2640625 (State or other jurisdiction of (I.R.S. employer) incorporation or organization) identification no.) 700 Route 46 East, Fairfield, New Jersey 07004 (Address of principal executive offices) (201) 882-1010 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No --- ----- Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No --- ----- The registrant had 30,861,824 shares of common stock, $.01 par value outstanding, as of August 7, 1995. 2 PRIME HOSPITALITY CORP. AND SUBSIDIARIES INDEX PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . 1 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 Item 6. Exhibits and Reports on Form 8-K. (a) Exhibit 3(a) Restated Certificate of Incorporation of the Company, as amended Exhibit 27 Financial Data Schedule (previously filed) (b) On April 25, 1995 a report on Form 8-K was filed announcing the Company's first quarter earnings. 4 SIGNATURES 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. Date: April 30, 1996 By: /s/ David A. Simon ------------------------- David A. Simon, President and Chief Executive Officer Date: April 30, 1996 By: /s/ John M. Elwood ------------------------- John M. Elwood, Executive Vice President and Chief Financial Officer 5 EXHIBIT INDEX Exhibit No. Description ----------- ----------- Ex-3(a) Restated Certificate of Incorporation, as amended Ex-27 Financial Data Schedule (Previously filed) EX-3.A 2 RESTATED CERTIFICATE OF INCORPORATION 1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF PRIME HOSPITALITY CORP. Adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law Prime Hospitality Corp., a Delaware corporation (the "Corporation"), by its Chairman and President, David A. Simon, and attested by its Secretary, Joseph Bernadino, DOES CERTIFY that: 1. The Restated Certificate of Incorporation of the Corporation, filed in the office of the Secretary of State, State of Delaware on June 9, 1992, is amended by amending Article Fourth in its entirety as follows: Fourth. (a) the total number of shares of capital stock which the corporation shall have the authority to issue is 95,000,000. consisting of: (i) 75,000,000 shares of Common Stock, par value of $0.01 per share; and (ii) 20,000,000 shares of Preferred Stock, par value $0.10 per share. Each holder of Common Stock shall be entitled to one vote per share of Common Stock with respect to votes of stockholders at annual or special meetings of the stockholders. The Preferred Stock may be issued from time to time in one or more series. The Board is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, for such consideration (not less than its par value) and with such designations, powers, preferences and relative, participating, optional or other special rights, and such qualifications, limitations or restrictions, as shall be determined by the Board and fixed by resolution or resolutions adopted by the Board providing for the number of shares in each such series. In compliance with Section 1123(a) (6) of the Bankruptcy Code, no nonvoting equity securities of the Corporation shall be issued hereunder by the Corporation. 2 (b) Holders of Common Stock shall not have preemptive or other rights to subscribe for additional shares of Common Stock, or other shares of the Corporation. 2. The Board of Directors of the Corporation, at a meeting held on March 21, 1995, adopt a resolution proposing and declaring advisable the amendment to the Restated Certificate of Incorporation of the Corporation. 3. Such amendment has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law by vote of the stockholders of the Corporation at the Corporations annual meeting of stockholders held on May 16, 1995. IN WITNESS WHEREOF, Prime Hospitality Corp. has caused this certificate to be executed on its behalf by David A. Simon, its Chairman and President, hereby declaring and certifying and Joseph Bernadino, its Secretary, hereby attesting on May 16, 1995, that this is the act and deed of the Corporation and that the facts herein stated are true. PRIME HOSPITALITY CORP. By: /s/ David A. Simon --------------------------- David A. Simon President and Chairman of the Board of Directors Attest: /s/ Joseph Bernadino - --------------------------------- Joseph Bernadino Secretary -----END PRIVACY-ENHANCED MESSAGE-----