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): September 22, 2004
PRIME HOSPITALITY CORP.
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(Exact name of registrant as specified in its charter)
Delaware 1-6869 22-2640625
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
700 Route 46 East, Fairfield, New Jersey 07004
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Address of principal executive offices
Registrant's telephone number, including area code: (973) 882-1010
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N/A
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N/A (Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT; AND
Item 8.01. OTHER EVENTS
On September 22, 2004, Prime Hospitality Corp. ("Prime") issued a
press release announcing that, as of 5:00 p.m., New York City time, Prime had
received tenders and consents from holders in excess of 96% of its outstanding 8
3/8% Senior Subordinated Notes due 2012, in connection with its previously
announced cash tender offer and consent solicitation for the Notes.
In connection with the tender offer and consent solicitation, on
September 23, 2004, Prime has entered into a Supplemental Indenture with Wells
Fargo Bank, N.A. ("Wells Fargo"), the Trustee, which eliminates in their
entirety many of the restrictive covenants and certain events of default, amends
certain terms of the merger and consolidation covenant and makes changes to
certain terms of the defeasance provisions presently contained in the Indenture
dated as of April 29, 2002 (the "Indenture") between Prime and Wells Fargo
pursuant to which the Notes were issued. The Supplemental Indenture also makes
related change to the Notes. Although the Supplemental Indenture has been
executed and delivered, the amendments will not become operative until
immediately prior to the previously announced merger of Prime with an affiliate
of The Blackstone Group and provided that all validly tendered Notes are
accepted for purchase pursuant to the tender offer upon consummation of such
merger.
A copy of the press release issued by Prime on September 22, 2004 with
respect to its cash tender offer and consent solicitation for the Notes is
attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT NO. EXHIBITS
99.1 Press Release of Prime Hospitality Corp. dated
September 22, 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: September 23, 2004 By: /s/ Richard T. Szymanski
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Name: Richard T. Szymanski
Title: Senior Vice President and
Chief Financial Officer
