-----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, MUBrnWMmkoPCcuRD3QYpL3ONEUH6EFCVFZ7A/TEaHy1DYOiVy+ooo5Qt+nsnFjpz Ixac2ticjL+awnl3zgqPzg== 0000904853-01-500019.txt : 20010830 0000904853-01-500019.hdr.sgml : 20010830 ACCESSION NUMBER: 0000904853-01-500019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010829 GROUP MEMBERS: AMSTER LIMITED PARTNERSHIP GROUP MEMBERS: GOULD TRADING CO. GROUP MEMBERS: HOWARD M. AMSTER CRUT GROUP MEMBERS: PLEASANT LAKE APTS. CORP. GROUP MEMBERS: PLEASANT LAKE APTS. LTD. PARTN GROUP MEMBERS: RAMAT SECURITIES LTD. GROUP MEMBERS: TAMRA F. GOULD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMSTER HOWARD CENTRAL INDEX KEY: 0000904853 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 25812 FAIRMONT BLVD CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2165951047 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIME RETAIL INC/BD/ CENTRAL INDEX KEY: 0000911708 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 382559212 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43463 FILM NUMBER: 1726053 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST STREET 2: 1900 FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102340782 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET STREET 2: 1900 FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 SC 13D/A 1 primeb.txt United States Securities and Exchange Commission Washington DC 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) Prime Retail Inc. (Name of Issuer) Prime Retail 8.5% Series B Cumulative Participating Convertible Preferred $.01 Par Value (Title of Class of Securities) 741570-30-3 (CUSIP Number) Howard Amster, 23811 Chagrin Blvd., suite 200 Beachwood Ohio 44122-5525 (216)595-1047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 8/21/01 (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 group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship USA Number of Shares 7 Sole Voting 928,025 Beneficially Owned By Each 8 Shared Voting 64,920 Reporting Person With 9 Sole Dispositive 928,025 10 Shared Dispositive 64,920 11 Aggregate Amount Beneficially owned 1,115,945 12 Check if Aggregate Amount (11) Excludes Certain Shares X 13 Percent of Class Represented by amount in row (11) 14.26 % 14 Type of Reporting Person IN 1 Name of Reporting Person HOWARD M. AMSTER CHARITABLE REMAINDER UNITRUST 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 58,000 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 58,000 11 Aggregate Amount Beneficially owned 58,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.741% 14 Type of Reporting Person OO 1 Name of Reporting Person AMSTER LTD PARTNERSHIP 2 If a member 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 8 Shared Voting 2,750 Person With 9 Sole Dispositive 10 Shared Dispositive 2,750 11 Aggregate Amount Beneficially owned 2,750 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .035 % 14 Type of Reporting Person PN 1 Name of Reporting Person TAMRA F. GOULD 2 If a member group a) / / b) /X/ 3 SEC use only 4 Source of Funds PF 5 Check if Disclosure of Legal Proceedings 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting 8 Shared Voting 19,760 Person With 9 Sole Dispositive 10 Shared Dispositive 19,760 11 Aggregate Amount Beneficially owned 19,760 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .252% 14 Type of Reporting Person IN 1 Name of Reporting Person GOULD TRADING COMPANY 2 If a member group a) / / b) /X/ 3 SEC use only 4 Source of Funds WC 5 Check if Disclosure of Legal Proceedings 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting 8 Shared Voting 19,760 Person With 9 Sole Dispositive 10 Shared Dispositive 19,760 11 Aggregate Amount Beneficially owned 19,760 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .252% 14 Type of Reporting Person CO 1 Name of Reporting Person Pleasant Lake Apts Corp 2 If a member 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 8 Shared Voting 170 Person With 9 Sole Dispositive 10 Shared Dispositive 170 11 Aggregate Amount Beneficially owned 170 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .002 % 14 Type of Reporting Person CO 1 Name of Reporting Person Pleasant Lake Apts Limited Partnership 2 If a member 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 8 Shared Voting 4,000 Person With 9 Sole Dispositive 10 Shared Dispositive 4,000 11 Aggregate Amount Beneficially owned 4,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .05 % 14 Type of Reporting Person PN 1 Name of Reporting Person Ramat Securities Ltd 2 If a member 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 8 Shared Voting 181,000 Person With 9 Sole Dispositive 10 Shared Dispositive 181,000 11 Aggregate Amount Beneficially owned 181,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 2.31 % 14 Type of Reporting Person BD CUSIP 741570-3-3 Prime Retail 8.5% Series B Cumulative Participating Preferred $.01 Par Value There are no changes to the Schedule 13D, Amendments No. 1,2,3,4,5 except as set forth in this 6th Amendment. Item 2 Identity and Background Howard Amster has been appointed successor trustee to the Howard M Amster Charitable Remainder Unitrust on April 30, 2001. Mr. Amster has voting and dispositive power over this trust. Howard Amster is 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. Pleasant Lake Apts. Limited Partnership, 7530 Lucerne Dr # 100 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. e) Neither the officers, directors or partners of Pleasant Lake Apts. Limited Partnership have been a party to any civil proceedings of a judicial or administrative body or competent jurisdiction on 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 individual retirement accounts purchased additional shares with personal funds without borrowing. The total consideration for the purchases is $ 43,948.80 bringing Howard Amster's total investment to $ 5,374,943.85. Pleasant Lake Apts. Limited Partnership purchased all Prime Retail Pr B shares with partnership funds without borrowing. The total consideration of the purchases is $ 16,529.00. Ramat Securities Ltd purchased additional shares with working capital without borrowing. The total consideration of the purchases of this amendment is $ 4,030.00 bringing Ramat Securities Ltd's total investment to $ 816,722.68. Item 4 Purpose of Transaction Howard Amster, Howard M Amster Charitable Remainder Unitrust, Amster Limited Partnership, Gould Trading Company, Pleasant Lake Apts. Corp, Pleasant Lake Apts. Limited Partnership and Ramat Securities Ltd. acquired shares for purposes of investment. They may be deemed to be a group and 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. Howard Amster and Ramat Securities Ltd., as beneficial owners of approximately 6.17% of the Prime Retail, Inc. Series A Preferred Stock and 15% of the Prime Retail, Inc. Series B Preferred Stock, have requested that a special meeting be called of the holders of the Company's Series A Preferred Stock and Series B Preferred Stock pursuant to the Company's Amended and Restated Articles of Incorporation, for the purpose of nominating and electing two additional directors to the Board of Directors of the Company, including Howard Amster and Robert Kanner (an individual beneficial owner of approximately 4.38% of the Company's Series A Preferred Stock). Item 5. Interest in Securities of the Issuer (a(b) The aggregate amount owned by the Reporting Persons is 1,193,705 shares or 15.25% of the outstanding shares. Howard Amster in his personal and individual retirement accounts owns 928,025 shares or 11.86 % of the outstanding shares. Howard M Amster Charitable Remainder Unitrust owns 58,000 shares or .741% of the outstanding shares. Amster Limited Partnership owns 2,750 shares or .035% of the outstanding shares. Gould Trading Company owns 19,760 shares or .252 % of the outstanding shares. Pleasant Lake Apts Corp owns 170 shares or .002 % of the outstanding shares. Pleasant Lake Apts Limited Partnership owns 4,000 or .05% of the outstanding shares. Ramat Securities Ltd owns 181,000 shares or 2.31 % of the outstanding shares. In addition, the aggregate amount owned by the Reporting Persons on other Securities of the Issuer are: Shares Common Shares 335,726 owned by Mr. Amster's retirement accounts 66,948 owned by Amster Trading Company Charitable Remainder Unitrust (100% owned corp., funded trust of Amster Trading Company) Shares Preferred Series A 27,700 owned by Mr. Amster's retirement account 10,000 owned by Pleasant Lake Apts. Limited Partnership (Mr. Amster's 100% corporation is general partner) 104,100 owned by Ramat Securities Ltd., (Mr. Amster is 83% owner) 17,100 owned by Tamra F. Gould's retirement accounts (Mr. Amster's spouse) 10,000 owned by Gould Trading Company (100% owned by Tamra F. Gould) c) Trades executed on the NYSE as open market transactions by Bear Stearns, the executing broker.
Shares Identity Date Bought Price Howard Amster & 4/5/01 6,000 3.9783 His Individual 4/6/01 5,000 3.972 Retirement Accounts Pleasant Lake Apts 4/2/01 3,000 4.22 Limited Partnership 4/4/01 1,000 3.77 Ramat Securities Ltd 4/3/01 1,000 4.03
Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Howard Amster and Ramat Securities Ltd., as beneficial owners of the Company's Series A and Series B Preferred Stock, have requested that the Company call a special meeting of the preferred stockholders to nominate and elect two additional directors to the Company's Board of Directors pursuant to the Company's charter documents and have proposed that Howard Amster and Robert Kanner be nominated for election to the Board. For purposes of such meeting, Howard Amster may be appointed proxy for the shares of Preferred Stock of the Company beneficially owned by Howard Amster and Robert Kanner. Item 7 Material to be filed as exhibits. Exhibit 1 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: 8/21/01 /s/ Howard Amster Howard Amster /s/ Howard Amster Howard M Amster Charitable Remainder Unitrust By: Howard Amster Title:Trustee /s/ Howard Amster Amster Limited Partnership By: Howard Amster Title:General Partner /s/ Tamra F. Gould Tamra F. Gould /s/ Tamra F. Gould Gould Trading Company By: Tamra F. Gould Title:President /s/ Howard Amster Pleasant Lake Apts Corp By: Howard Amster Title:President /s/ Howard Amster Pleasant Lake Apts Limited Partnership By: Howard Amster Title:Pleasant Lake Apts Corp (its general partner) /s/ David Zlatin Ramat Securities Ltd. By: David Zlatin Title:Securities Principal Exhibit 1 Cede & Co. c/o The Depository Trust Company 55 Water Street New York, NY 10041 August 21, 2001 Prime Retail, Inc. 100 East Pratt Street Baltimore, MD 21202 Attention: C. Alan Schroeder Executive Vice President- General Counsel & Secretary Direct- (410) 234-1773 Facsimile- (410) 234-0275 Re: 10.5% Series A Cumulative Preferred Stock 8.5% Series B Cumulative Participating Convertible Preferred Stock Dear Mr. Schroeder, Cede & Co., the nominee of The Depository Trust Company ("DTC"), is a record holder of record of shares of Series A Preferred Stock and Series B Preferred Stock of Prime Retail, Inc. (the "Company"). DTC is informed by its Participant, Bear, Stearns Securities Corp. ("Participant"), that on the date hereof, (i) 27,700 of the Series A Preferred shares (the Series A "Shares") and 928,025 of the Series B Preferred shares (the Series B "Shares") credited to Participant's DTC account, are beneficially owned by Howard Amster, a customer of Participant and (ii) 104,100 of the Series A Shares and 181,000 of the Series B Shares credited to Participant's DTC account, are beneficially owned by Ramat Securities Ltd., a customer of Participant. Pursuant to Sections 4.3.4(d) and 4.5.4(d) of Prime Retail, Inc.'s charter, and at the request of Bear, Stearns Securities Corp. the undersigned, being a holder of record of in excess of 10% of the aggregate outstanding shares of Series A Preferred Stock and Series B Preferred Stock, hereby on behalf of Howard Amster and Ramat Securities Ltd., requests that a proper officer of the Company call a special meeting of the preferred stockholders for the purpose of electing two additional directors of Prime Retail, Inc. a) The following information is provided with respect to Howard Amster and Robert H. Kanner the undersigned's nominees for election as directors: (i) Howard Amster Age 53 Business Address: 23811 Chagrin Blvd, # 200 Beachwood, OH 44122-5525 Residence Address: 25812 Fairmount Blvd, Beachwood, OH 44122-2214 (ii) Principal Occupation: Securities Principal, Ramat Securities Ltd. and Private Investor (iii) Preferred Shares Series A held: 27,700 Registered in the name of Cede & Co. as Nominee of The Depository Trust Company (DTC) for ( 6.17 % held by its Participant-Bear, Stearns Securities Corp., which Howard Amster shares are beneficially owned by Howard Amster Individual Retirement Account 104,100 Registered in the name of Cede & Co. as Nominee of The Depository Trust Company (DTC) for its Participant-Bear Stearns Securities Corp., which shares are beneficially owned by Ramat Securities Ltd., (Howard Amster is an 83% owner). 10,000 Registered in the name of Cede & Co. as Nominee of The Depository Trust Company (DTC) for its Participant- Bear, Stearns Securities Corp., which shares are beneficially owned by Pleasant Lake Apts. Limited Partnership (Pleasant Lake Apts. Corp. is the General Partner, 100% owned by Howard Amster) Preferred Shares Series B held: 928,025 Registered in the name of Cede & Co. as Nominee of The Depository Trust Company (DTC) for (15 % held its Participant- Bear, Stearns Securities Corp., which by Howard Amster) shares are beneficially owned by Howard Amster Individual Retirement Accounts 181,000 Registered in the name of Cede & Co. as Nominee of The Depository Trust Company (DTC) for its Participant- Bear, Stearns Securities Corp., which shares are beneficially owned by Ramat Securities Ltd. (Howard Amster is an 83% owner) 2,750 Registered in the name of Cede & Co. as Nominee of The Depository Trust Company (DTC) for its Participant- Bear, Stearns Securities Corp., which shares are beneficially owned by Amster Limited Partnership (Howard Amster is the General Partner) 58,000 Registered in the name of Cede & Co. as Nominee of The Depository Trust Company (DTC) for its Participant- Bear, Stearns Securities Corp., which shares are beneficially owned by Howard M. Amster Charitable Remainder Unitrust (Howard Amster is the Trustee) 170 Registered in the name of Cede & Co. as Nominee of the Depository Trust Company (DTC) for its Participant- Bear, Stearns Securities Corp., which shares are beneficially owned by Pleasant Lake Apts. Corp. (Howard Amster 100% owned corp.) 4,000 Registered in the name of Cede & Co. as Nominee of The Depository Trust Company (DTC) for its Participant- Bear, Stearns Securities Corp., which shares are beneficially owned by Pleasant Lake Apts. Limited Partnership. (Pleasant Lake Apts. Corp is the general partner, 100% by Howard Amster) Common Shares Common held: 335,726 Registered in the name of Cede & Co. as Nominee of The Depository Trust Company (DTC) for its Participant- Bear, Stearns Securities Corp., which (.9% held by shares are beneficially owned by Howard Amster Individual Retirement Accounts Howard Amster) 66,948 Registered in the name of Cede & Co. as Nominee of The Depository Trust Company (DTC) for its Participant- Bear, Stearns Securities Corp., which shares are beneficially owned by Amster Trading Company Charitable Remainder Unitrust ( Howard Amster is the Trustee) Note: Tamra F. Gould is the spouse of Howard Amster and is the beneficial owner of 17,100 shares of Prime Retail, Inc. Series A Preferred Stock and 10,000 shares of Prime Retail, Inc., Series A Preferred Stock beneficially owned by Gould Trading Company (100% owned by Tamra F. Gould) and 19,760 shares of Prime Retail, Inc. Series B Preferred Stock beneficially owned by Gould Trading Company (100% owned by Tamra F. Gould). Tamra F. Gould and Howard Amster each have independent assets and disclaims any beneficial ownership in the other's assets. See exhibit 1 for various stock position analysis. (iv) Other Information for Howard Amster Business Ramat Securities Ltd. Experience Securities Principal from June 2000 to present 23811 Chagrin Blvd # 200 Beachwood, OH 44122 Ramat Securities Ltd. is a registered NASD securities broker/dealer First Union Securities Corp. (formerly EVEREN Securities, formerly Kemper Securities Corp.) Investment Consultant 1992 to June 2000 1001 Lakeside Avenue Cleveland, OH 44114 First Union Securities is a registered securities brokerage firm. Maple Leaf Financial Director from 1988 to present 10800 Kinsman Road, Newbury, OH 44065 Maple Leaf Financial is the holding company for Geauga Savings Bank, a northern Ohio savings bank Horizon Group Properties, Inc. (Publicly held Co.) Director May 2001 to present 77 W. Wacker Drive #4200 Chicago, IL 60601 Horizon Group Properties, Inc. is a self-administered and self-managed real estate investment trust (REIT) Astrex, Inc. (Publicly held Co.) Director from 1992 to present 205 Express Street, Plainview, New York 11803 Astrex, Inc. is a value-added distributor of electronic components used to connect, control, regulate or store electricity in equipment. CleveTrust Realty Investment Trust Trustee from 1992-1998 Westlake, OH 44145 CleveTrust Realty Investment Trust, formerly a publicly traded company, sold its real estate portfolio and distributed its net proceeds to shareholders during 1997-1998. Pleasant Lake Apts. Limited Partnership President of Pleasant Lake Apts. Corp., General Partner 7530 Lucerne Drive Suite 101, Middleburg Hts., OH 44130 Owns and operates apartment property. Relationships with Prime Retail, Inc.: On April 2, 2001, Mr. Amster agreed to pay $ 78,555.51 to Prime Retail, Inc. to satisfy an obligation under Section 16(b) of the Securities Act of 1934, of which $ 66,666.51 has been paid and the balance of $ 12,000.00 is due on September 1, 2001. As of June 30, 2001, Prime Retail, Inc. is a guarantor or otherwise obligated with respect to an aggregate of $ 12,499,000 of the indebtedness of Horizon Group Properties, Inc. and its affiliates. Howard Amster is a Director of Horizon Group Properties, Inc. (i) Robert H. Kanner Age 53 Business Address: 3830 Kelley Avenue, Cleveland, OH 44114-4590 Residence Address: 2612 Fairmount Blvd, Cleveland Hts, OH 44106-3649 (ii) Principal Occupation: President, Chairman & Chief Executive Officer Pubco Corporation (iii) Preferred Shares Series A held: 100,800 Registered in the name of Cede & Co. as (4.38% held by Nominee of The Depository Trust Company (DTC) for Robert H. Kanner) its Participant- KeyBank Trust which shares are beneficially owned by Robert H. Kanner Series B None Common None See exhibit 1 for stock position analysis (iv) Other Information for Robert H. Kanner Business Experience: Robert H. Kanner is President, Chairman & CEO of Pubco Corp. (a publicly held company). Mr. Kanner has been a director and executive officer of Pubco Corp. since November 1983. Pubco Corporation 3830 Kelley Avenue Cleveland, OH 44114 Pubco Corp, a NASDAQ small cap company, manufactures and markets supplies for computer printers and labeling devices, manufactures and distributes labeling devices, and manufactures and distributes products for the construction and related industries. Cleveltrust Realty Investment Trust Trustee from 1992-1998 Westlake, OH 44145 Clevetrust Realty Investment Trust, formerly a publicly held company, sold its real estate portfolio and distributed its net proceeds to shareholders during 1997-1998 b) The following information is provided with respect to the stockholder giving notice: (i) Stockholder giving the notice-Cede & Co. Nominee of The Depository Trust Co (DTC) 55 Water Street New York, NY 10041 Its Participant- Bear Stearns Securities Corp. One Metrotech Center North Brooklyn, NY 11201-3862 Beneficially owned by Ramat Securities Ltd. 23811 Chagrin Blvd #200 Beachwood, OH 44122 & Howard Amster 25812 Fairmount Blvd Beachwood, OH 44122 (ii) Ownership of stockholder- Cede & Co., the nominee is a holder of 27,700 shares of Prime Retail, Inc. Series A for its Participant (Bear, Stearns Securities Corp.), which shares are beneficially owned by Howard Amster Individual Retirement Account and 104,100 share of Prime Retail, Inc. Series A for its Participant (Bear, Stearns Securities Corp.) which shares are beneficially owned by Ramat Securities Ltd. Cede & Co., the nominee is a holder of 928,025 shares of Prime Retail, Inc. Series B for its Participant (Bear, Stearns Securities Corp.) which shares are beneficially owned by Howard Amster Individual Retirement Accounts and 181,000 shares of Prime Retail, Inc. Series B Participant is (Bear, Stearns Securities Corp.) which shares are beneficially owned by Ramat Securities Ltd.. (iii) Cede & Co. as stockholder at the direction of Bear, Stearns Securities Corp. and on behalf of its customer Howard Amster and Ramat Securities Ltd., proposes to nominate Howard Amster and Robert H. Kanner for directors of Prime Retail, Inc. There are no arrangements or understandings between Howard Amster and Robert H. Kanner with respect to their nomination or election as directors. (iv) Howard Amster will attend the meeting, in person or by proxy, to nominate the persons named by Cede & Co. at the direction of Bear Stearns, Securities Corp and on behalf of its customer Howard Amster and Ramat Securities Ltd. (v) Other information: A written consent of each of the proposed nominee is attached to this letter. While Cede & Co. is furnishing this request as stockholder of record of the shares, it does so only at the request of the Participant and only as a nominal party for the true parties of interest, Howard Amster and Ramat Securities Ltd. Cede & Co. has no interest in this matter other than to take those steps which are necessary to ensure that Mr. Amster and Ramat Securities Ltd. are not denied their rights as the beneficial owners of the shares, and Cede & Co. assumes no further responsibility in this matter. Further correspondence on this matter, including the procedures to be followed for purposes of the meeting, should be directed to Howard Amster, 23811 Chagrin Boulevard, Suite 200, Beachwood, OH 44122-5525, with copies directed to Bear, Stearns Securities Corp., Proxy Department, One Metrotech Center North, Brooklyn, New York 11201-3862, Attention: Vincent Marzella and to Ulmer & Berne LLP, 1300 E. 9th St Suite 900, Cleveland, OH 44114, Attention: Robert A. Fein Very truly yours, CEDE & CO., Nominee of The Depository Trust Company By: /s/ Gary LaCara, partner cc: Howard Amster Robert H. Kanner Robert Fein, attorney for Mr. Amster and Ramat Securities Ltd. Steven J. Gavin, Winston & Strawn Stephen Kalette, attorney for Mr. Kanner EXHIBIT 1 Stock position analysis for Howard Amster 10.5% Series A Cumulative Preferred Stock Date Buy or Sell Quantity Howard 12/15/99 Bought 2,000 Amster 01/14/00 Bought 2,000 01/18/00 Bought 17,500 01/19/00 Bought 4,000 01/26/00 Bought 2,000 01/27/00 Bought 200 27,700 Ramat 12/15/99 Bought 13,000 Securities 11/09/00 Bought 9,000 Ltd 11/15/00 Bought 1,000 11/16/00 Bought 1,500 11/17/00 Bought 500 12/26/00 Bought 3,800 12/27/00 Bought 2,000 12/28/00 Bought 8,700 01/03/01 Bought 10,000 01/08/01 Bought 40,000 01/12/01 Bought 14,000 03/26/01 Bought 500 03/27/01 Bought 100 104,100 Pleasant 12/15/99 Bought 10,000 Lake Apts. Ltd. Partnership 8.5% Series B Cumulative Participating Convertible Preferred Stock Date Buy or Sell Quantity Howard 11/17/97 Spinoff 2,080 Amster 12/12/97 Spinoff 1,420 12/15/97 Spinoff 220 12/16/97 Spinoff 640 12/17/97 Spinoff 3,000 12/18/97 Spinoff 1,680 12/19/97 Spinoff 1,600 12/30/97 Spinoff 11,220 12/31/97 Spinoff 2,600 05/29/98 Spinoff 1,000 12/16/99 Bought 2,000 01/14/00 Bought 7,300 01/18/00 Bought 215,000 01/19/00 Bought 27,000 01/19/00 Bought 6,400 01/19/00 Bought 20,000 01/26/00 Bought 13,300 01/27/00 Bought 8,600 01/28/00 Bought 3,000 01/31/00 Bought 2,900 02/01/00 Bought 1,200 02/02/00 Bought 9,000 06/12/00 Bought 20,400 06/13/00 Bought 27,600 06/22/00 Bought 33,000 07/27/00 Bought 4,200 07/28/00 Bought 7,600 08/01/00 Bought 2,500 08/08/00 Bought 4,900 08/16/00 Bought 6,500 09/01/00 Bought 95,000 09/05/00 Bought 95,229 09/06/00 Bought 169,561 09/07/00 Bought 218,675 09/20/00 Sold (94,680) 09/20/00 Sold (155,620) 10/10/00 Bought 98,000 10/11/00 Bought 6,000 10/13/00 Bought 15,000 12/26/00 Bought 22,000 04/05/01 Bought 6,000 04/06/01 Bought 5,000 928,025 Ramat 09/01/98 Bought 3,000 Securities 12/15/99 Bought 11,000 Ltd. 06/12/00 Bought 10,000 06/21/00 Bought 800 06/21/00 Bought 1,200 06/21/00 Bought 2,000 08/16/00 Bought 2,000 08/21/00 Bought 200 08/23/00 Bought 3,100 08/24/00 Bought 300 08/28/00 Bought 400 08/29/00 Bought 2,500 09/01/00 Bought 25,000 09/05/00 Bought 5,000 09/07/00 Bought 5,000 11/03/00 Bought 10,000 11/09/00 Bought 800 03/01/01 Bought 4,800 03/02/01 Bought 2,200 03/05/01 Bought 1,000 03/07/01 Bought 1,500 03/08/01 Bought 1,000 03/22/01 Bought 23,900 03/22/01 Bought 6,000 03/23/01 Bought 100 03/23/01 Bought 2,400 03/26/01 Bought 3,600 03/26/01 Bought 43,800 03/27/01 Bought 7,400 04/03/01 Bought 1,000 181,000 Amster Ltd. 01/05/98 Spinoff 160 Partnership 01/06/98 Spinoff 640 04/22/98 Spinoff 1,950 2,750 Howard 12/13/00 Bought 45,000 Amster 12/26/00 Bought 13,000 Charitable Remainder Unitrust 58,000 Pleasant 04/22/98 Spinoff 170 Lake Apts. Corp Pleasant 04/02/01 Bought 3,000 Lake Apts. 04/04/01 Bought 1,000 Ltd. Partnership 4,000 Common Shares Date Buy or Sell Quantity Howard 12/10/97 Spinoff 13,737 Amster 12/11/97 Spinoff 2,567 12/12/97 Spinoff 8,955 12/15/97 Spinoff 656 12/16/97 Spinoff 1,910 12/17/97 Spinoff 8,955 12/18/97 Spinoff 5,014 12/19/97 Spinoff 4,776 12/30/97 Spinoff 33,491 12/31/97 Spinoff 7,761 05/29/98 Spinoff 2,985 06/21/98 Bought 1,800 08/07/98 Bought 69,450 10/21/98 Bought 150,000 09/28/99 Bought 2,000 11/11/99 Bought 22,300 11/12/99 Bought 5,000 11/15/99 Bought 5,000 11/16/99 Bought 6,800 11/17/99 Bought 7,100 11/27/99 Bought 7,000 12/08/99 Bought 5,000 01/14/00 Bought 55,000 03/27/01 Sold (76,800) 04/02/01 Sold (1,909) 04/03/01 Sold (8,522) 04/04/01 Sold (4,300) 335,726 Amster 11/21/97 Spinoff 3,947 Trading Co. 06/08/98 Spinoff 6,030 Charitable 06/09/98 Spinoff 29,790 Remainder 06/10/98 Spinoff 22,686 Unitrust 06/12/98 Spinoff 5,970 08/06/98 Bought 42,100 08/07/98 Bought 4,000 10/21/99 Bought 10,000 12/08/99 Bought 2,000 04/05/01 Sold 8,775 04/06/01 Sold 50,800 66,948 Stock position analysis for Robert H. Kanner 10.5% Series A Cumulative Preferred Stock Date Buy or Sell Quantity Robert H. 12/27/00 Bought 100,800 Kanner -----END PRIVACY-ENHANCED MESSAGE-----