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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 18, 2004
PRIME HOSPITALITY CORP.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6869 22-2640625
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
700 Route 46 East, Fairfield, New Jersey 07004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 882-1010
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N/A
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(Former Name or former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On August 18, 2004, Prime Hospitality Corp. ("Prime") announced that
it had entered into an Agreement and Plan of Merger, dated as of August 18, 2004
(the "Merger Agreement"), pursuant to which affiliates of The Blackstone Group
(collectively, "Blackstone") have agreed to acquire Prime for $12.25 per share,
in cash. The Board of Directors of Prime approved the agreement in a special
meeting on August 18, 2004. The transaction is subject to Prime stockholder
approval and other customary conditions, and is expected to be completed during
the fourth quarter of 2004.
A copy of the Merger Agreement is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit Number Description
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99.1 Agreement and Plan of Merger, among BREP IV Hotels
Holding L.L.C., BREP IV Hotels Acquisition L.L.C. and
Prime Hospitality Corp., dated as of August 18, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRIME HOSPITALITY CORP.
Date: August 19, 2004 By: /s/ Richard T. Szymanski
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Name: Richard T. Szymanski
Title: Senior Vice President and
Chief Financial Officer
