Prime Retail, Lightstone Amend Merger Pact

Prime Retail Inc., Baltimore, and The Lightstone Group LLC, Lakewood, N.J., have announced an amendment to their merger agreement that would increase the consideration payable to Prime Retail's shareholders and revise its allocation among classes of capital stock.The companies said the aggregate consideration has been increased from $115 million to approximately $115.5 million. Cash amounts would be allocated to shareholders in the following amounts: series A preferred stock, $18.40 per share ($2.15 per share higher than under the original allocation); series B preferred stock, $8.169 per share ($0.491 per share lower); and common stock, $0.17 per share ($0.01 per share lower). Prime Retail, a real estate investment trust, also reported that it recently received notice of a class-action lawsuit by four series A preferred stockholders alleging, among other things, that the REIT's directors breached their fiduciary duties in approving the proposed merger and that the original consideration payable to series A preferred stockholders was unfair and inadequate. The companies can be found online at http://www.primeretail.com and http://www.lightstonegroup.com.