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. 7) 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) 12/11/01 (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 There are no changes to the Schedule 13D, Amendments No. 1,2,3,4,5,6 except as set forth in this seventh amendment. 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. This seventh 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 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) 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 Pleasant Lake Apts. Corp By: Howard Amster Title: President Howard M Amster Charitable Remainder Unitrust By: Howard Amster Title: Trustee Pleasant Lake Apts. Limited Partnership By: Howard Amster Title: Pleasant Lake Apts. Corp Amster Limited Partnership (Its General Partner) By: Howard Amster Title: General Partner Ramat Securities Ltd. Tamra F. Gould By: David Zlatin Title: Securities Principal Gould Trading Company By: Tamra F. Gould Title: President