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| Prime Retail Announced That Lightstone Affiliate Terminated Voting Agreement With Preferred Directors |
BALTIMORE, Nov. 13 /PRNewswire-FirstCall/ -- Prime Retail, Inc. ("Prime
Retail" or the "Company") (OTC Bulletin Board: PMRE, PMREP, PMREO) announced
today that Prime Outlets Acquisition Company, LLC (the "Acquisition Company"),
an affiliate of The Lightstone Group LLC, delivered a letter dated November
12, 2003 to Howard Amster and Gary J. Skoien, the two preferred directors of
Prime Retail, terminating the voting agreement among the parties relating to
the proposed merger between Prime Retail and the Acquisition Company (the
"Voting Agreement").
As previously announced, Prime Retail and the Acquisition Company had
entered into an agreement and plan of merger, dated as of July 8, 2003 (as
amended, the "Merger Agreement"), pursuant to which the Acquisition Company
had agreed, subject to the terms and conditions contained in the Merger
Agreement, to acquire Prime Retail through a merger (the "Merger"). In
connection with the execution of the Merger Agreement, the Acquisition Company
and Messrs. Amster and Skoien entered into the Voting Agreement pursuant to
which Messrs. Amster and Skoien agreed to, among other things, vote their
shares of Prime Retail in favor of the Merger.
Pursuant to amendments (collectively, the "Amendment") to the Schedule 13D
of David Lichtenstein, who is the reporting person and owns 85% of the equity
and voting interests of the Acquisition Company, filed with the Securities and
Exchange Commission, the voting agreement was terminated in recognition of the
Company's inability to date to procure the necessary votes to effectuate the
Merger. The Amendment provides that, among other things, the reporting person
may prior to the reconvening of the Company's October 30, 2003 special
meeting, which the Company previously announced had been adjourned until
Tuesday, November 18, 2003, and thereafter if the Merger is not approved, seek
to purchase Series A Preferred Stock, Series B Preferred Stock, Common Stock
and other obligations of the Company, as well as real estate assets of the
Company. A copy of the Amendment can be obtained free of charge at
http://www.sec.gov.
After learning about the termination of the Voting Agreement, the Company
confirmed with Messrs. Amster and Skoien that they continued to support the
Merger and intend to continue to vote their shares in favor of the Merger
based on the current terms in the Merger Agreement. As previously announced,
the vote with respect to the Merger, originally scheduled for October 30,
2003, has been adjourned to Tuesday, November 18, 2003.
Prime Retail is a self-administered, self-managed real estate investment
trust engaged in the ownership, leasing, marketing and management of outlet
centers throughout the United States. Prime Retail currently owns and/or
manages 36 outlet centers totaling approximately 10.2 million square feet of
GLA. Prime Retail also owns 154,000 square feet of office space. Prime
Retail has been an owner, operator and a developer of outlet centers since
1988. For additional information, visit Prime Retail's website at
http://www.primeretail.com.
Some of the statements contained herein which are not statements of
historical facts are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that reflect management's
current views with respect to future events and financial performance. The
words "believes," "expects," "anticipates," "estimates" and similar words or
expressions are generally intended to identify forward-looking statements.
Actual results may differ materially from those expected because of various
risks and uncertainties, including, but not limited to, changes in general
economic conditions, adverse changes in real estate markets as well as other
risks and uncertainties included from time to time in the Company's filings
with the Securities and Exchange Commission. Prime Retail accepts no
responsibility for updating forward-looking statements.
INVESTOR NOTICE
Prime Retail has filed with the SEC a proxy statement and other relevant
documents concerning the Merger. Investors of Prime Retail are urged to read
the proxy statement and any other relevant documents filed with the SEC
because they will contain important information. You will be able to obtain
the documents free of charge at the website maintained by the SEC at
http://www.sec.gov. In addition, you may obtain documents filed with the SEC by
Prime Retail free of charge by accessing the Company's website at
http://www.primeretail.com or by requesting such documents in writing from Prime
Retail, Inc., 100 East Pratt Street, 19th Floor, Baltimore, Maryland 21202 or
by telephone at (410) 234-0782.
Prime Retail, its directors and executive officers and certain of Prime
Retail's employees may be deemed to be participants in the solicitation of
proxies from the stockholders of Prime Retail in connection with the Merger.
These participants may have interests in the Merger, if consummated, including
interests resulting from holding equity interests in Prime Retail or its
operating partnership. Information about the interests of directors and
executive officers of Prime Retail and their ownership of securities of Prime
Retail is set forth in the proxy statement.
Investors should read the proxy statement carefully before making any
voting or investment decisions.
SOURCE Prime Retail, Inc.
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CONTACT:
Investors: Robert A. Brvenik, President and
Chief Financial Officer, +1-410-234-1750; or Media: Steven A.
Sless, Director - Public Relations, +1-410-234-8333, both of
Prime Retail
