SC 13D/A 1 primea.txt United States Securities and Exchange Commission Washington, DC 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Prime Retail Inc. (Name of Issuer) Prime Retail 10.5% Series A Senior Cumulative Preferred Stock $ 0.01 par value (Title of Class of Securities) 741570-20-4 (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) December 11, 2001 (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 or Place of Organization USA Number of Shares 7 Sole Voting 27,700 Beneficially Owned By Each 8 Shared Voting 10,000 Reporting Person With 9 Sole Dispositive 27,700 10 Shared Dispositive 10,000 11 Aggregate Amount Beneficially owned 141,800 12 Check if Aggregate Amount (11) Excludes Certain Shares X 13 Percent of Class Represented by amount in row (11) 6.17 % 14 Type of Reporting Person IN 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 or Place of Organization USA Number of Shares 7 Sole Voting 17,100 Beneficially Owned By Each Reporting 8 Shared Voting 10,000 Person With 9 Sole Dispositive 17,100 10 Shared Dispositive 10,000 11 Aggregate Amount Beneficially owned 27,100 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 1.18% 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 10,000 Person With 9 Sole Dispositive 10 Shared Dispositive 10,000 11 Aggregate Amount Beneficially owned 10,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .435% 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 10,000 Person With 9 Sole Dispositive 10 Shared Dispositive 10,000 11 Aggregate Amount Beneficially owned 10,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .435% 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 10,000 Person With 9 Sole Dispositive 10 Shared Dispositive 10,000 11 Aggregate Amount Beneficially owned 10,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class represented by amount in row (11) .435% 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 104,100 Person With 9 Sole Dispositive 10 Shared Dispositive 104,100 11 Aggregate Amount Beneficially owned 104,100 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 4.53% 14 Type of Reporting Person BD There are no changes to the Schedule 13D, Amendment No. 1, except as set forth in this second amendment. Item 4. Purpose of Transaction Howard Amster, Tamra F. Gould, Gould Trading Company, Pleasant Lake Apts. Limited Partnership, & Ramat Securities Ltd., acquired their 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. This second amendment is being filed to reflect that on December 11, 2001, Howard Amster became a director of the Issuer. Item 5. Interest in Securities of the Issuer (a)(b) The aggregate amount owned by the Reporting Persons is 168,900 shares or 7.34% of the outstanding Series A shares. Howard Amster and his individual retirement accounts own 27,700 Series A shares or 1.2 % of the outstanding Series A shares. Tamra F. Gould in her retirement accounts owns 17,100 Series A shares or .74% of the outstanding Series A shares. Gould Trading Company owns 10,000 Series A shares or .435% of the outstanding Series A shares. Pleasant Lake Apts. Limited Partnership owns 10,000 Series A shares or .435% of the outstanding Series A shares. Ramat Securities Ltd. owns 104,100 Series A shares or 4.53 % of the outstanding Series A 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 (a 100% owned corp. funded trust of Amster Trading Company) Shares Preferred Series B 928,025 owned by Mr. Amster's retirement accounts 2,750 owned by Amster Limited Partnership (Mr. Amster is general partner) 58,000 owned by Howard M Amster Charitable Remainder Unitrust (100% funded by Mr. Amster) 170 Pleasant Lake Apts. Corp (100% owned by Mr. Amster) 4,000 owned by Pleasant Lake Ltd. Partnership (Mr. Amster's 100% corporation is general partner) 181,000 owned by Ramat Securities Ltd. (Mr. Amster is 83% owner) 19,760 owned by Gould Trading Co (Mr. Amster's spouse's 100% owned corp.) 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 12/20/01 Howard Amster Tamra F. Gould Gould Trading Company By: Tamra F. Gould Title: President Pleasant Lake Apts. Corp. By: Howard Amster Title: President Pleasant Lake Apts. Limited Partnership By: Howard Amster Title: Pleasant Lake Apts. Corp. (its general partner) Ramat Securities Ltd. By: David Zlatin Title: Securities Principal