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):
July 29, 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 (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
700 Route 46 East Fairfield, New Jersey 07004
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(Address of principal executive offices) (Zip Code)
(973) 882-1010
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(Registrant's telephone number, including area code)
Item 7. Financial Statement and Exhibits.
(c) Exhibits:
The following exhibit is filed herewith:
99.1 Press Release dated July 29, 2004 regarding earnings of Prime
Hospitality Corp. for the three and six months ended June 30, 2004.
Item 12. Results of Operations and Financial Condition.
On July 29, 2004, Prime Hospitality Corp. (the "Company") reported
earnings for the three and six months ended June 30, 2004. For additional
information regarding the Company's results for the three and six months ended
June 30, 2004, please refer to the press release attached to this report as
Exhibit 99.1 (the "Press Release"), which Press Release, is incorporated by
reference herein.
At 9:30 a.m. EST on July 29, 2004, executives of the Company will host a
conference call to speak to the public, as well as various members of the
financial and investment community, regarding the Company's results for the
three and six months ended June 30, 2004.
The Company provides as additional information relating to its operating
results certain non-GAAP financial measures. In particular, the Company provides
information relating to EBITDA, which is a financial measure that represents
earnings before extraordinary items, interest expense, provision for income
taxes and depreciation and amortization and excludes interest income on cash
investments and other income. EBITDA is a not a measure of financial performance
under GAAP and should not be considered as an alternative to net income as an
indicator of the Company's operating performance or as an alternative to cash
flows as a measure of liquidity. The management of the Company believes that the
presentation of such non-GAAP measures provides additional insight for investors
into the operating results and business trends of the Company. The Company also
uses these or similar non-GAAP financial measures (i) in its strategic planning
for the Company and (ii) in evaluating the results of operations of the Company.
The information in the Press Release is being furnished, not filed,
pursuant to this Item 12. Accordingly, the information in the Press Release will
not be incorporated by reference into any registration statement filed by the
Company under the Securities Act of 1933, as amended, unless specifically
identified therein as being incorporated therein by reference. The furnishing of
the information in this Report is not intended to, and does not, constitute a
determination or admission by the Company that the information in this Report is
material or complete, or that investors should consider this information before
making an investment decision with respect to any security of the Company.
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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.
By:
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Name: Richard T. Szymanski
Title: Senior Vice President and
Chief Financial Officer
Date: July 29, 2004
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release issued July 29, 2004
regarding the Company's earnings for the
three and six months ended June 30, 2004.
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