SC 13D 1 prime11.txt United States Securities and Exchange Commission Washington DC 20549 Schedule 13D Under the Securities and Exchange Act of 1934 (Amendment No.____)* Prime Retail Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 741157105 (CUSIP Number) Howard Amster, 23811 Chagrin Blvd, Suite 200 Beachwood, OH 44122-5525 (216) 595-1047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 11, 2000 (Date of Event which Requires Filing of this Statement) If this filing person has previously filed a statement on Schedule 13G to report this 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 / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. This information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however see the Notes). 1 Name of Reporting Person Howard Amster ------------ 2 If a member of a group a) / / b) /X/ 3 SEC Use only ------------ 4 Source of Funds PF ------------ 5 Check if Disclosure of Legal Proceedings is Required ------------ 6 Citizenship or Place of Organization USA ------------ Number of Shares 7 Sole Voting 1,655,657.319 Beneficially Owned ------------ By Each Reporting Person With 8 Shared Voting 230,661.69 ------------ 82: 9 Sole Dispositive 1,655,657.319 ------------ 10 Shared Dispositive 230,661.69 ------------ 11 Aggregate Amount Beneficially owned 1,921,712.309 ------------- 12 Check if Aggregate Amount (11) Excludes Certain Shares ------------- 13 Percent of Class Represented by amount in row (11) 4.41 % --------- 14 Type of Reporting Person IN ---------- 1 Name of Reporting Person Amster Limited Partnership ------------- 2 If a member of a group a) / / b) /X/ ------------- 3 SEC Use only 4 Source of Funds OO ------------- 5 Check if Disclosure of Legal Proceedings is Required ------------ 6 Citizenship or Place of Organization USA ------------ Number of Shares 7 Sole Voting Beneficially Owned ------------ By Each Reporting Person With 8 Shared Voting 12,267.55 ------------ 9 Sole Dispositive ------------ 10 Shared Dispositive 12,267.55 ------------ 11 Aggregate Amount Beneficially owned 12,267.55 ------------ 12 Check if Aggregate Amount (11) Excludes Certain Shares ------------ 13 Percent of Class Represented by amount in row (11) 0.03% ---------- 14 Type of Reporting Person PN ---------- 1 Name of Reporting Person Amster Trading Company --------- 2 If a member of a group a) / / b) /X/ --------- 3 SEC Use only --------- 4 Source of Funds WC --------- 5 Check if Disclosure of Legal Proceedings is Required --------- 6 Citizen or Place of Organization USA --------- Number of Shares 7 Sole Voting Beneficially Owned --------- By Each Reporting Person With 8 Shared Voting 209,898.14 -------- 9 Sole Dispositive -------- 10 Shared Dispositive 209,898.14 -------- 11 Aggregate Amount Beneficially owned 83,375.14 -------- 12 Check if Aggregate Amount (11) Excludes Certain shares -------- 13 Percent of Class Represented by amount in row (11) 0.19 % -------- 14 Type of Reporting Person CO --------- 1 Name of Reporting Person Estate of Sonia K. Amster -------- 2 If a member of a group a) / / b) /X/ --------- 3 SEC Use only 4 Source of Funds PF --------- 5 Check if Disclosure of Legal Proceedings is Required --------- 6 Citizenship or Place of Organization USA --------- Number of Shares Beneficially Owned 7 Sole Voting By Each Reporting -------- Person With 8 Shared Voting 8,000 -------- 255: 9 Sole Dispositive -------- 10 Shared Dispositive 8,000 --------- 11 Aggregate Amount Beneficially owned 8,000 ---------- 12 Check if Aggregate Amount (11) Excludes Certain Shares ---------- 13 Percent of Class represented by amount in row (11) 0.018 % ---------- 14 Type of Reporting Person IN ---------- 1 Name of Reporting Person Tamra F. Gould --------- 2 If a member of a group a) / / b) /X/ --------- 3 SEC Use only --------- 4 Source of Funds PF -------- 5 Check if Disclosure of Legal Proceedings is Required --------- 6 Citizenship or Place of Organization USA --------- Number of Shares 7 Sole Voting Beneficially Owned -------- By Each Reporting Person With 8 Shared Voting 23,636.912 -------- 9 Sole Dispositive -------- 10 Shared Dispositive 23,636.912 -------- 11 Aggregate Amount Beneficially owned 23,636.912 --------- 12 Check if Aggregate Amount (11) Excludes Certain Shares ---------- 13 Percent of Class represented by amount in row (11) 0.054 % --------- 14 Type of Reporting Person IN -------- 1 Name of Reporting Person Gould Trading Company --------- 2 If a member of a group a) / / b) /X/ -------- 3 SEC Use only ------- 4 Source of Funds WC ------- 5 Check if Disclosure of Legal Proceedings is Required ------- 6 Citizenship or Place of Organization USA ----- Number of shares 7 Sole Voting Beneficially Owned ------ By Each Reporting Person With 8 Shared Voting 23,636.912 ------ 9 Sole Dispositive ------- 10 Shared Dispositive 23,636.912 ------ 11 Aggregate Amount Beneficially owned 23,636.912 ------- 12 Check if Aggregate Amount (11) Excludes Certain Shares ------- 13 Percent of Class Represented by amount in row (11) 0.054 % ------ 14 Type of Reporting Person CO ------- 1 Name of Reporting Person Howard Amster/Tamra F. Gould Charitable Remainder Unitrust ------ 2 If a member of a group a) / / b) /X/ ------- 3 SEC Use only -------- 4 Source of Funds AF ------- 5 Check if Disclosure of Legal Proceedings is Required --------- 6 Citizenship or Place of Organization USA ------ Number of Shares 7 Sole Voting Beneficially Owned ------- By Each Reporting Person With 8 Shared Voting 109,035 ------- 9 Sole Dispositive ------- 10 Shared Dispositive 109,035 ------- 11 Aggregate Amount Beneficially owned 109,035 -------- 12 Check if Aggregate Amount (11) Excludes Certain Shares -------- 13 Percent of Class Represented by amount in row (11) 0.25% -------- 14 Type of Reporting Person OO 1 Name of Reporting Person Amster Trading Company Charitable Remainder Unitrust ------- 2 If a member of a group a) / / b) /X/ -------- 3 SEC Use only --------- 4 Source of Funds AF --------- 5 Check if disclosure of Legal Proceedings is Required --------- 6 Citizenship or Place of Organization USA ------ Number of Shares 7 Sole Voting Beneficially Owned -------- By Each Reporting Person With 8 Shared Voting 126,523 -------- 483: 9 Sole Dispositive -------- 10 Shared Dispositive 126,523 -------- 11 Aggregate Amount Beneficially owned 126,523 --------- 12 Check if Aggregate Amount (11) Excludes Certain Shares -------- 13 Percent of Class Represented by amount in row (11) 0.3 % ------- 14 Type of Reporting Person OO ------ 1 Name of Reporting Person Pleasant Lake Apts Corp ------- 2 If a member of a group a) / / b) /X/ ------- 3 SEC Use only ------- 4 Source of Funds WO ------ 5 Check if Disclosure of Legal Proceedings is Required ------ 6 Citizenship or Place of Organization USA ----- Number of Shares 7 Sole Voting Beneficially Owned ------ By Each Reporting Person With 8 Shared Voting 710.354 ------- 9 Sole Dispositive -------- 10 Shared Dispositive 710.354 --------- 11 Aggregate Amount Beneficially owned 710.354 -------- 12 Check if Aggregate Amount (11) Excludes Certain Shares -------- 13 Percent of Class Represented by amount in row (11) 0.000% -------- 14 Type of Reporting Person CO 1 Name of Reporting Person Pleasant Lake Apts Limited Partnership ----- 2 If a member of a group a) / / b) /X/ ------- 3 SEC Use only ------- 4 Source of Funds OO ---- 5 Check if Disclosure of Legal Proceedings is Required ------- 6 Citizenship or Place of Organization USA ----- Number of Shares 7 Sole Voting Beneficially Owned ------- By Each Reporting Person With 8 Shared Voting 17,984 ------- 597: 9 Sole Dispositive -------- 10 Shared Dispositive 17,984 --------- 11 Aggregate Amount Beneficially owned 17,984 ---------- 12 Check if Aggregate Amount (11) Excludes Certain Shares ---------- 13 Percent of Class Represented by amount in row (11) 0.041 % -------- 14 Type of Reporting Person PN ------- 1 Name of Reporting Person Ramat Securities Ltd ---------- 2 If a member of a group a) / / 632: b) /X/ --------- 3 SEC Use only --------- 4 Source of Funds WC ----- 5 Check if Disclosure of Legal Proceedings is Required -------- 6 Citizenship or Place of Organization USA ------ Number of Shares 7 Sole Voting Beneficially Owned -------- By Each Reporting Person With 8 Shared Voting 152,428.3 -------- 654: 9 Sole Dispositive -------- 10 Shared Dispositive 152,428.3 --------- 11 Aggregate Amount Beneficially owned 152,428.3 -------- 12 Check if Aggregate Amount (11) Excludes Certain Shares ---------- 13 Percent of Class Represented by amount in row (11) .34 % ---------- 14 Type of Reporting Person BD ------- 1 Name of Reporting Person William Costaras --------------------- 2 If a member of a group a) / / b) / / ---------------------- 3 SEC Use only ---------------------- 4 Source of Funds PF --------------------- 5 Check if Disclosure of Legal Proceedings is Required ----------- 6 Citizenship or Place of Organization USA ------------ Number of shares 7 Sole Voting 11,000 Beneficially Owned ------------ By Each Reporting Person With 8 Shared Voting 235,558 ------------- 9 Sole Dispositive 11,000 ------------- 10 Shared Dispositive 235,558 ------------- 11 Aggregate Amount Beneficially owned 246,558 ------------- 12 Check if Aggregate Amount (11) Excludes Certain Shares ------------- 13 Percent of Class Represented by amount in row (11) 0.57 % --------- 14 Type of Reporting Person IN ---------- Schedule 13D Item 1 Security and Issuer Prime Retail Inc. common stock $.01 par value per share (CUSIP 741570105) and Prime Retail 8.5% Series B Cumulative Participating Convertible Preferred $.01 par value (CUSIP 741570303) shares if converted into common stock. This Schedule 13D is being filed because the group members' own common and convertible shares. If the convertible shares would be converted to common shares (which has not and may not ever occur), then, the total of the group members' common share holdings would require a 13D filing. Prime Retail, Inc. 100 East Pratt Street, 19th Floor Baltimore, Maryland 21202 (410) 234-0782 Item 2 Identity and Background Howard Amster and Tamra F. Gould are husband and wife. Each has independent assets and each disclaims any beneficial ownership in the other's assets. Howard Amster is a general partner of Amster Limited Partnership and as such can be deemed the beneficial owner of such entity and may be deemed to have shared voting and dispositive power over shares owned by Amster Limited Partnership. Howard Amster is a 99% owner of Amster Trading Company and as such can be deemed the beneficial owner of such entity and may be deemed to have shared voting and dispositive power over shares by Amster Trading Company. Howard Amster is the executor of the Estate of Sonia K. Amster. Mr. Amster may be deemed to have shared voting and dispositive power over shares owned by the Estate of Sonia K. Amster. Tamra F. Gould is a 100% owner of Gould Trading Company and as such can be deemed the beneficial owner of such entity and may be deemed to have shared voting and dispositive power over shares owned by Gould Trading Company. Howard Amster and Tamra F. Gould Charitable Remainder Unitrust has been 100% funded by Howard Amster. Because he has the right to change the trustee of this trust, he can be deemed to have the right to shared voting and dispositive power over any security owned by the trust. While Mr. Amster receives certain income distributions from the trust during his lifetime, the assets owned by the trust benefits charitable purposes. Both, Mr. Amster and Ms. Gould disclaim beneficial ownership of the securities owned by this trust. Amster Trading Company Charitable Remainder Unitrust has been 100% funded by Amster Trading Company. Because Amster Trading Company has the right to change the trustee of the trust, it can be deemed to have the right to shared voting and dispositive power over any security owned by the trust. While Amster Trading Company receives certain income distributions from the trust, the assets owned by the trust benefits charitable purposes. Amster Trading Company disclaims beneficial ownership of the securities owned by this trust. Howard Amster is a 100% owner of Pleasant Lake Apts Corp and as such can be deemed the beneficial owner of such entity and maybe deemed to have shared voting and dispositive power over shares owned by Pleasant Lake Apts Corp. Pleasant Lake Apts. Corp is the General Partner of Pleasant Lake Apts. Limited Partnership. Howard Amster is an 83% owner of Ramat Securities Ltd. Howard Amster can be deemed to be a beneficial owner of any securities owned by Ramat Securities Ltd. Mr. Amster does not control the voting or dispositive power of any securities owned by Ramat Securities Ltd. a) Howard Amster b) 25812 Fairmount Blvd, Beachwood, OH 44122-2214 c) Present principal occupation- Principal, Ramat Securities Ltd, securities firm- 23811 Chagrin Blvd # 200 Beachwood, OH 44122-5525 d) Howard Amster has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) Howard Amster has not been party to any civil proceedings of a judicial or administrative body of competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. f) USA Amster Limited Partnership, 25812 Fairmount Blvd, Beachwood, OH 44122 Investments d) Neither the partners of Amster Limited Partnership have been convicted in any criminal proceedings (excluding traffic violataions or similar misdemeanors if any) within the last five years. e) Neither the partners of Amster Limited Partnership have been a party to any civil proceedings of a judicial or administrative body of competent jurisdictions of the type described in Item 2 of Schedule 13D within the last five years. Amster Trading Company, 25812 Fairmount Blvd, Beachwood, OH 44122 Investments d) Neither the officers, directors, or shareholders of Amster Trading Company have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) Neither the officers, directors or shareholders of Amster Trading Company have been a party to any civil proceedings of a judicial or administrative body of competent jurisdictions of the type described in Item 2 of Schedule 13D within the last five years. Estate of Sonia K. Amster, Howard Amster, Executor d) Neither the executor or the estate have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors if any) within the last five years. e) Neither the executor or the estate of Sonia K. Amster have been a party to any civil proceedings or a judicial or administrative body of competent jurisdictions of the type described in Item 2 of Schedule 13D within the last five years. a) Tamra F. Gould b) 25812 Fairmount Blvd, Beachwood, OH 44122-2214 c) Present principal occupation- Securities Trader, Tamar Securities, a broker dealer, 23811 Chagrin Blvd #200, Beachwood, OH 44122-5525 d) Tamra F. Gould has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) Tamra F. Gould has not been a party to any civil proceedings of a judicial or administrative body of competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. Gould Trading Company, 25812 Fairmount Blvd, Beachwood, OH 44122 Investments d) Neither the officers, directors or shareholders of Gould Trading Company have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) Neither the officers, directors or shareholders of Gould Trading Company have been a party to any civil proceedings of a judicial or administrative body of competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. Howard Amster & Tamra F. Gould Charitable Remainder Unitrust 22674 Halburton Road, Beachwood, OH 44122-3971 Charitable Remainder Unitrust d) Neither the trust or trustee of the Howard Amster & Tamra F Gould Charitable Remainder Unitrust have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors if any) within the last five years. e) Neither the trust or the trustee of the Howard Amster & Tamra F. Gould Charitable Remainder Unitrust have been a party to any civil proceedings of a judicial or administrative body of competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. Amster Trading Company Charitable Remainder Unitrust 22674 Halburton Road, Beachwood, OH 44122-3971 Charitable Remainder Unitrust d) Neither the trust or trustee of the Amster Trading Company Charitable Remainder Unitrust have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors if any) within the last five years. e) Neither the trust or the trustee of the Amster Trading Company Charitable Remainder Unitrust have been a party to any civil proceedings of a judicial or administrative body of competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. a) William N. Costaras, as trustee for the Howard Amster & Tamra F. Gould Charitable Remainder Unitrust and for the Amster Trading Company Charitable Remainder Unitrust b) 22674 Halburton Road, Beachwood, OH 44122-3971 c) Present principal occupation-Account Executive, Ramat Securities Ltd broker-dealer, 23811 Chagrin Blvd #200, Beachwood, OH 44122-5525 d) William N. Costaras has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) William N. Costaras has not been a party to any civil proceedings of a judicial or administrative body or competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. William N. Costaras, individually, disclaims being part of this 13D group although owns 11,000 shares of the registrant's common shares as to which he has sole voting and dispositive power; and although, as trustee of the Charitable Remainder Unitrusts, he has shared voting and shared dispositive power as to which he has no pecuniary interest. Pleasant Lake Apts Corp, 25812 Fairmount Blvd, Beachwood, OH 44122 Investments d) Neither the officers, directors or shareholders of Pleasant Lake Apts Corp have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) Neither the officers, directors or shareholders of Pleasant Lake Apts Corp have been a party to any civil proceedings of a judicial or administrative body or competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. Pleasant Lake Apts. Limited Partnership, 7530 Lucerne Dr # 101 Middleburg Heights, OH 44130 Investments d) Neither the officers, directors or partners of Pleasant Lake Apts Limited Partnership have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. Ramat Securities Ltd, 23811 Chagrin Blvd #200, Beachwood, OH 44122 Broker Dealer d) Neither the members or unitholders of Ramat Securities Ltd have been convicted in any criminal proceedings (excluding the traffic violations or similar misdemeanors, if any) within the last five years. e) Neither the members or unitholders of Ramat Securities Ltd have been a party to any civil proceedings of a judicial or administrative body or competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. Item 3. Source and Amount of Funds or Other Consideration Howard Amster, in his personal and retirement accounts purchased all shares without borrowing. The total consideration for the common shares is $ 3,797,743.42. The total consideration for the convertible preferred issue that converts into 1,227,689.965 common shares shares is $ 6,214,591.91. Amster Limited Partnership purchased all shares with partnership funds without borrowing. The total consideration for the common shares is $ 113,340.10. The total consideration for the convertible preferred issue that converts into 3,289.55 common shares is $ 55,173.34. Amster Trading Company purchased Prime Retail Convertible shares with working capital without borrowing. The total consideration for the convertible preferred issue that converts into 83,375.14 common shares is $ 411,931.40. The Estate of Sonia K. Amster purchased all their common shares without borrowing. The total consideration for the purchase is $ 57,087.80. Gould Trading Company purchased Prime Retail Convertible Preferred shares with working capital without borrowing. The total consideration for the convertible preferred issue that converts into 23,636.912 common shares is $ 246,587.40. The Howard Amster and Tamra F. Gould Charitable Remainder Unitrust purchased all Prime Retail shares with trust assets without borrowing. The total consideration for the purchases of the common shares is $ 474,678.98. The total consideration for the convertible preferred issue that converts into 59,810 common shares is $ 213,759.50. Amster Trading Company Charitable Remainder Unitrust purchased all the Prime Retail common stock with trust assets without borrowing. The total consideration for the purchases is $ 1,452,435.58. Pleasant Lakes Apts Corp purchased all Prime Retail shares with working capital without borrowing. The total consideration for the common share purchase is $ 6,742.19. The total consideration for the convertible preferred issue that converts into 203.354 shares is $ 3,572.80. Pleasant Lakes Apts Limited Partnership purchased all Prime Retail common shares with partnership funds without borrowing. The total consideration of the purchases is $ 211,727.33. Ramat Securities Ltd purchased all Prime Retail shares with working capital without borrowing. The total consideration for the common share purchases is $ 46,875.00. The total consideration for the convertible preferred issue that converts into 152,428.3 common shares is $ 428,314.57. Item 4 Purpose of Transaction Howard Amster, Amster Limited Partnership, Amster Trading Company, Estate of Sonia K. Amster, Gould Trading Company, Howard Amster & Tamra F. Gould Charitable Remainder Unitrust, Amster Trading Company Charitable Remainder Unitrust, Pleasant Lake Apts Corp, Pleasant Lake Apts Limited Partnership and Ramat Securities Ltd acquired their shares for purposes of investment. William N. Costaras, individually, disclaims being part of any group. There are no present plans or proposals by any of the purchasers of record or the beneficial owners as reported in this Schedule 13D which relate to or would result in the following: a. The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer provided, however, the reporting person might acquire additional shares or other securities of the issuer or dispose of some or all of their shares depending upon market conditions and their personal circumstances; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; c. A sale or transfer or a material amount of assets of the issuer or any of its subsidiaries; d. Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number of the terms of directors or to fill any existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of the issuer; f. Any other material in the issuer's business or corporate structure; g. Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; h. Causing a class of securities of the issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; i. A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or j. Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer The filing of this Schedule 13D is to show the result of common shares that would be held if all the 8.5% Series B Cumulative Participating Convertible Preferred $.01 par value shares owned were converted to common shares and added to common shares that are owned. Each share of Prime Retail 8.5% Series B Cumulative Participating Convertible Preferred converts to 1.1962 shares of Prime Retail common shares. (a)(b) The aggregate amount owned by the Reporting Persons is 2,188,907.221 shares or 5.023 % of the outstanding shares. Howard Amster in his own name and individual retirement accounts owns 1,654,946.965 shares or 3.8 % of the outstanding shares. Amster Limited Partnership owns 12,267.55 shares or .03 % of the outstanding shares. Amster Trading Company owns 83,375.14 shares or 0.19 % of the outstanding shares. Estate of Sonia K. Amster owns 8,000 shares or 0.018 % of the outstanding shares. Gould Trading Company owns 23,636.912 shares or 0.054% of the outstanding shares. Howard Amster & Tamra F. Gould Charitable Remainder Unitrust owns 109,035 shares or 0.25 % of the outstanding shares. William N. Costaras is the sole trustee of the Howard Amster & Tamra F. Gould Charitable Remainder Unitrust but disclaims beneficial ownership of those shares. William N. Costaras owns 11,000 shares or 0.025% of the outstanding shares. Amster Trading Company Charitable Remainder Unitrust owns 126,523 shares or 0.3 % of the outstanding shares. William N. Costaras is the sole trustee of the Amster Trading Company Charitable Remainder Unitrust but disclaims beneficial ownership of those shares. William N. Costaras owns 11,000 shares or 0.025% of the outstanding shares. Pleasant Lake Apts Corp owns 710.354 shares or 0.000% of the outstanding shares. Pleasant Lake Apts Limited Partnership 17,984 shares or 0.041 % of the outstanding shares. Ramat Securities Ltd owns 152,428.3 shares or .34% of the outstanding shares. The above excludes 11,000 shares owned by William N. Costaras. c) Description of Transactions COMMON SHARES
Where Identity Date Shares Price Acquired Exec.Broker Howard Amster & 12/10/97 13737 12.561 Spinoff from Everen his Individual Horizon Group Retirement Accounts 12/11/97 2567 12.407 Spinoff from Everen Horizon Group 12/12/97 8955 12.31 Spinoff from Everen Horizon Group 12/15/97 656 11.95 Spinoff from Everen Horizon Group 12/16/97 1910 12.11 Spinoff from Everen Horizon Group 12/17/97 8955 12.128 Spinoff from Everen Horizon Group 12/18/97 5014 12.074 Spinoff from Everen Horizon Group 12/19/97 4776 11.93 Spinoff from Everen Horizon Group 12/30/97 33491 11.517 Spinoff from Everen Horizon Group 12/31/97 7761 11.351 Spinoff from Everen Horizon Group 5/29/98 2985 11.861 Spinoff from Everen Horizon Group 6/21/98 1800 8.75 NYSE McDonald & Co 8/7/98 69450 10.53 NYSE Everen Sec 10/21/98 150000 8.751 NYSE Everen Sec 9/28/99 2000 6.625 NYSE Everen Sec 11/11/99 22300 6.896 NYSE First Union 11/12/99 5000 6.812 NYSE First Union 11/15/99 5000 6.781 NYSE First Union 11/16/99 6800 6.733 NYSE First Union 11/17/99 7100 6.713 NYSE First Union 11/27/99 7000 8.75 NYSE McDonald & Co 12/8/99 5000 5.843 NYSE First Union 1/14/00 55000 4.225 NYSE First Union Amster Limited 1/5/98 477 12.029 Spinoff from Everen Partnership Horizon Group 1/6/98 1910 11.918 Spinoff from Everen Horizon Group 4/22/98 5821 13.25 Spinoff from Everen Horizon Group 1/6/99 770 9.9375 NYSE Everen Estate of Sonia 10/21/99 8000 7.11 NYSE First Union K. Amster Howard Amster & 11/17/97 2525 12.566 Spinoff from Everen Tamra F. Gould Horizon Corp Charitable Remainder 8/6/98 22900 10.522 NYSE Everen Sec Unitrust 8/7/98 11000 10.53 NYSE Everen Sec 9/27/99 10800 6.58 NYSE Everen Sec 9/28/99 2000 6.563 NYSE Everen Sec Amster Trading Co 11/21/97 3947 12.382 Spinoff from Everen Charitable Remainder Horizon Group Unitrust 6/8/98 6030 13.045 Spinoff from Everen Horizon Group 6/9/98 29790 13.063 Spinoff from Everen Horizon Group 6/10/98 22686 12.759 Spinoff from Everen Horizon Group 6/12/98 5970 12.704 Spinoff from Everen Horizon Group 8/6/98 42100 10.522 NYSE Everen 8/7/98 4000 10.53 NYSE Everen 10/21/99 10000 7.11 NYSE Everen 12/8/99 2000 5.844 NYSE Everen Pleasant Lake Apts 4/22/98 507 13.298 Spinoff from Everen Corp Horizon Group Pleasant Lake Apts 3/6/98 6865 12.944 Spinoff from Everen Limited Partnership Horizon Group 3/9/98 3045 12.974 Spinoff from Everen Horizon Group 6/12/98 3940 12.91 Spinoff from Everen Horizon Group 6/15/98 1134 12.999 Spinoff from Everen Horizon Group 12/13/99 3000 5.844 NYSE Everen Ramat Securities Ltd 8/16/00 50000 .3281 NYSE Bear Stearns 8/17/00 25000 .375 NYSE Bear Stearns shares sold 9/1/00 8100 .625 NYSE Bear Stearns
Convertible Preferred Shares
Identity Date Shares Price Acquired Exec. Broker Howard Amster & 11/17/97 2080 20.492 Spinoff from Everen his individual Horizon Group retirement 12/12/97 1420 19.474 Spinoff from Everen accounts Horizon Group 12/15/97 220 18.88 Spinoff from Everen Horizon Group 12/16/97 640 19.152 Spinoff from Everen Horizon Group 12/17/97 3000 19.184 Spinoff from Everen Horizon Group 12/18/97 1680 19.987 Spinoff from Everen Horizon Group 12/19/97 1600 18.87 Spinoff from Everen Horizon Group 12/30/97 11220 18.25 Spinoff from Everen Horizon Group 12/31/97 2600 17.95 Spinoff from Everen Horizon Group 5/29/98 1000 18.763 Spinoff from Everen Horizon Group 12/16/99 2000 11.987 NYSE First Union 1/14/00 7300 10.416 NYSE First Union 1/18/00 215000 8.465 NYSE Bear Stearns 1/19/00 27000 8.471 NYSE First Union 1/19/00 6400 8.418 NYSE Bear Stearns 1/19/00 20000 8.471 NYSE First Union 1/26/00 13300 9.794 NYSE First Union 1/27/00 8600 9.812 NYSE First Union 1/28/00 3000 9.562 NYSE First Union 1/31/00 2900 9.375 NYSE First Union 2/1/00 1200 9.468 NYSE First Union 2/2/00 9000 8.805 NYSE First Union 6/12/00 20400 4.687 NYSE Bear Stearns 6/13/00 27600 4.586 NYSE Bear Stearns 6/22/00 33000 6.39 NYSE Fried.Billings 7/27/00 4200 5.869 NYSE Bear Stearns 7/28/00 7600 5.833 NYSE Bear Stearns 8/1/00 2500 6.125 NYSE Bear Stearns 8/8/00 4900 6.437 NYSE Bear Stearns 8/16/00 6500 4.786 NYSE Bear Stearns 9/1/00 95000 4.125 NYSE Bear Stearns 9/5/00 95229 4.145 NYSE Bear Stearns 9/6/00 169561 4.161 NYSE Bear Stearns 9/7/00 218675 4.173 NYSE Bear Stearns Amster Limited 1/5/98 160 19.14 Spinoff from Everen Partnership Horizon Group 1/6/98 640 18.98 Spinoff from Everen Horizon Group 4/22/98 1950 20.49 Spinoff from Everen Horizon Group Amster Trading Co 1/19/00 23000 8.4714 NYSE First Union 6/12/00 9800 4.687 NYSE Bear Stearns 6/13/00 36900 4.586 NYSE Bear Stearns Gould Trading Co 11/13/97 4760 20.372 Spinoff from Everen Horizon Group 11/14/97 5000 20.477 Spinoff from Everen Horizon Group 6/12/00 10000 4,687 NYSE Bear Stearns Howard Amser & 9/11/00 50000 4.25 NYSE Bear Stearns Tamra F. Gould Charitable Remainder Unitrust Pleasant Lake Apts Corp. 4/22/98 170 21.065 Spinoff from Everen Horizon Group Ramat Securities Ltd 9/1/98 3000 16.838 NYSE Everen 12/15/99 11000 11.169 NYSE First Union 6/12/00 10000 4.687 NYSE Bear Stearns 6/21/00 800 5.437 NYSE Bear Stearns 6/21/00 1200 6.625 NYSE Bear Stearns 6/21/00 2000 5.77 NYSE Bear Stearns 8/16/00 2000 4.786 NYSE Bear Stearns 8/21/00 200 4.50 NYSE Bear Stearns 8/23/00 3100 4.590 NYSE Bear Stearns 8/24/00 300 4.625 NYSE Bear Stearns 8/28/00 400 4.625 NYSE Bear Stearns 8/29/00 2500 4.325 NYSE Bear Stearns 9/1/00 25000 4.15 NYSE Bear Stearns 9/5/00 5000 4.1706 NYSE Bear Stearns 9/7/00 5000 4.1736 NYSE Bear Stearns
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships with respect to securities of the issuer with any person except as set forth in items 2, 3, 5 above. Item 7. Material to be filed as exhibits. Agreement between Howard Amster and Tamra F. Gould concerning this Schedule 13D. Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date 9/18/00 Howard Amster Amster Limited Partnership Amster Trading Company Estate of Sonia K. Amster Tamra F. Gould Gould Trading Company by William Costaras, trustee by William Costaras, trustee Howard Amster & Tamra F. Gould Amster Trading Company Charitable Remainder Unitrust Charitable Remainder Unitrust Pleasant Lake Apt Corp Pleasant Lake Apts Limited Partnership Ramat Securities Ltd --------------------------------------------------------------------- EXHIBIT AGREEMENT Howard Amster and Tamra F. Gould hereby agree that the Schedule 13D to which this Agreement is attached as an exhibit is filed on behalf of each of them. Date 9/18/00 Howard Amster Tamra F. Gould