<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      -------------------------------------
                                   FORM 10-K/A

(Mark One)
/x/               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: December 31, 2000

                                       OR

/ /             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         For the Transition period from __________ to _________________

                        COMMISSION FILE NUMBER: 001-13301

                               PRIME RETAIL, INC.
             (Exact name of registrant as specified in its charter)

              MARYLAND                                         38-2559212
      -----------------------                              --------------
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                         Identification No.)

         100 EAST PRATT STREET
          BALTIMORE, MD 21202                            (410) 234-0782
    --------------------------------                    ---------------
(Address of principal executive offices,        (Registrant's telephone, number
          including zip code)                         including area code)

                      -------------------------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>

     TITLE OF EACH CLASS:           NAME OF EACH EXCHANGE ON WHICH REGISTERED:
     -------------------            ------------------------------------------
<S>                                 <C>

Common Stock, $0.01 par value        New York Stock Exchange

10.5% Series A Cumulative Preferred  New York Stock Exchange
Stock, $0.01 par value

8.5% Series B Cumulative             New York Stock Exchange
Participating Convertible
Preferred Stock, $0.01 par value

</TABLE>

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None
                      -------------------------------------

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes |_| No |X|

         Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]

         The aggregate market value of the Common Stock held by
non-affiliates of the registrant was approximately $18,738,504 on March 26,
2001 (based on the closing price per share as reported on the New York Stock
Exchange - Composite Transactions).

         The number of shares of the registrant's Common Stock outstanding as
of March 26, 2001 was 43,577,916.


<PAGE>

                               PRIME RETAIL, INC.

                                   FORM 10-K/A

                                DECEMBER 31, 2000

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART IV
-------
<S>                                                                            <C>
Item 14.   Exhibits, Financial Schedules and Reports on Form 8-K...............2

Signatures.....................................................................3

</TABLE>

<PAGE>

                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 3    EXHIBITS

<TABLE>
<CAPTION>

         EXHIBIT
         NUMBER   DESCRIPTION
         ------   -----------
         <S>      <C>

         22.1.    2000 Annual Report

</TABLE>

<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of Section 13 or 15(d) 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 RETAIL, INC.

Dated:  July 19, 2001                       /s/ C. Alan Schroeder
                                            ----------------------------------
                                            By:    C. Alan Schroeder
                                            Title: Executive Vice President-
                                                   General Counsel & Secretary