================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) April 16, 2002 PRIME HOSPITALITY CORP. (Exact name of Registrant as specified in its charter) COMMISSION FILE NO. 1-6869 DELAWARE 22-2640625 (State or other jurisdiction of (IRS employer incorporation or organization) identification no.) 700 ROUTE 46 EAST, FAIFIELD, NEW JERSEY 07004 (address of principal executive offices) (zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973)882-1010 ================================================================================ Item 5. Other Events On April 29, 2002, Prime Hospitality Corp. completed the issuance of $200 Million 8 3/8% Senior Subordinated Notes Due 2012 and the related consent solicitation representing 99.8% of its outstanding 9 -3/4% Senior Subordinated Notes Due 2007. Item 7. Exhibits 99.1 Press release, dated April 16, 2002, with respect to the proposed offering. 99.2 Press release, dated April 17, 2002, with respect to the commencement of the tender offer and consent solicitation. 99.3 Press release, dated April 30, 2002, with respect to the completion of the issuance and related consent solicitation. -2- SIGNATURES 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 thereunto duly authorized. PRIME HOSPITALITY CORP. Date: May 6, 2002 By: /s/ A. F. Petrocelli ------------------------------ A. F. Petrocelli President and Chief Executive Officer Date: May 6, 2002 By: /s/ Douglas Vicari ------------------------------ Douglas Vicari Sr.Vice President and Chief Financial Officer -8-