UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Horizon Group Properties, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
44041U102
(CUSIP Number)
Howard Amster, 23811 Chagrin Blvd, Suite 200
Beachwood, OH 44122-5525 (216)595-1047
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 30, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report this acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13D-1(b)
(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for the other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
This information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act, but shall be subject to all other provisions
of the Act (however see the Notes)
1 Name of Reporting Person Howard Amster
2 If a member group a) / /
b) /X/
3 SEC Use Only
4 Source of Funds PF
5 Check if Disclosure of Legal Proceedings Is Required
6 Citizenship USA
Number of Shares 7 Sole Voting 651,957
Beneficially
Owned By Each 8 Shared Voting 136,528
Reporting Person
With 9 Sole Dispositive 651,957
10 Shared Dispositive 136,528
11 Aggregate Amount Beneficially Owned 810,894
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11) 28.25 %
14 Type of Reporting Person IN
1 Name of Reporting Person Howard Amster & Tamra F. Gould
Charitable Remainder Unitrust
2 If a member group a) / /
b) /X/
3 SEC Use Only
4 Source of Funds AF
5 Check if Disclosure of Legal Proceedings Is Required
6 Citizenship USA
Number of Shares 7 Sole Voting 6,600
Beneficially
Owned By Each 8 Shared Voting
Reporting Person
With 9 Sole Dispositive 6,600
10 Shared Dispositive
11 Aggregate Amount Beneficially Owned 6,600
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11) 0.23 %
14 Type of Reporting Person OO
1 Name of Reporting Person Amster Limited Partnership
2 If a member group a) / /
b) /X/
3 SEC Use Only
4 Source of Funds OO
5 Check if Disclosure of Legal Proceedings Is Required
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 574
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 574
11 Aggregate Amount Beneficially Owned 574
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11) .02 %
14 Type of Reporting Person PN
1 Name of Reporting Person Amster Trading Company
2 If a member group a) / /
b) /X/
3 SEC Use Only
4 Source of Funds WC
5 Check if Disclosure of Legal Proceedings Is Required
6 Citizenship USA
Number of Shares 7 Sole Voting 128,270
Beneficially
Owned By Each 8 Shared Voting
Reporting Person
With 9 Sole Dispositive 128,270
10 Shared Dispositive
11 Aggregate Amount Beneficially Owned 128,270
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11) 4.47 %
14 Type of Reporting Person CO
1 Name of Reporting Person Tamra F. Gould
2 If a member group a) / /
b) /X/
3 SEC Use Only
4 Source of Funds PF
5 Check if Disclosure of Legal Proceedings Is Required
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 28,540
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 28,540
11 Aggregate Amount Beneficially Owned 28,540
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11) .99 %
14 Type of Reporting Person IN
1 Name of Reporting Person Gould Trading Company
2 If a member group a) / /
b) /X/
3 SEC Use Only
4 Source of Funds WC
5 Check if Disclosure of Legal Proceedings Is Required
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 28,540
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 28,540
11 Aggregate Amount Beneficially Owned 28,540
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11) .99 %
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lake Apts. Corp
2 If a member group a) / /
b) /X/
3 SEC Use Only
4 Source of Funds WO
5 Check if Disclosure of Legal Proceedings Is Required
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 35
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 35
11 Aggregate Amount Beneficially Owned 35
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11) .00%
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lakes Apts.
Limited Partnership
2 If a member group a) / /
b) /X/
3 SEC Use Only
4 Source of Funds OO
5 Check if Disclosure of Legal Proceedings Is Required
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 1,049
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 1,049
11 Aggregate Amount Beneficially Owned 1,049
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11 .04 %
14 Type of Reporting Person PN
1 Name of Reporting Person Ramat Securities Ltd
2 If a member group a) / /
b) /X/
3 SEC Use Only
4 Source of Funds WC
5 Check if Disclosure of Legal Proceedings Is Required
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive
11 Aggregate Amount Beneficially Owned 29,009
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11) 1.01 %
14 Type of Reporting Person BD
There are no changes to the Schedule 13D, as amended except
as set forth in this sixth amendment.
Item 3 Source and Amount of Funds or Other Consideration
Howard Amster, in his individual retirement account
purchased 562,118 shares of common stock of Horizon
Group Properties, Inc. with personal funds without
borrowing. The total consideration for the purchase
on this amendment is $ 2,901,019.00 bringing Mr. Amster's
total investment to $ 3,233,266.45. (additionally Mr.
Amster purchased 440,700 common units in Horizon Group
Properties, L.P. from his funds for $ 2,274,421.)
Item 4 Purpose of Transaction
This 13D amendment number six is filed because Howard Amster on
July 30, 2002 purchased from Prime Group, Inc. and its
various affiliates all of their Horizon Group Properties, Inc.
common shares and common units of Horizon Group Properties, L.P.
pursuant to an agreement dated June 18, 2002. The aggregate
purchase price was $ 5.0 million for 528,118 common shares
and 440,700 common units. (approximately $ 5.16 per share/unit)
Each partnership unit is convertible into one share of common
stock of Horizon Group Properties, Inc., subject to a stock
ownership limitation which restricts Howard Amster from
purchasing more than 29.9 % of the outstanding shares of
Horizon Group Properties, Inc.
Simultaneously, on July 30, 2002, Mr. Amster purchased
34,000 common shares of Horizon Group Properties, Inc.
at a purchase price of $ 5.16 per share from Robert M.
Schwartzberg pursuant to an agreement dated June 28, 2002.
The shares transferred were effected through brokerage
transactions and the partnership units were transferred
directly. Upon completion of the transaction with Prime
Group, Inc. and its affiliates, Michael W. Reschke resigned
from the Board of Directors of Horizon Group Properties, Inc.
Item 5 Interest in Securities of the Issuer
(a)(b) The aggregate amount of common stock owned
by the Reporting Persons is 846,034 shares or 29.47 % of
the outstanding shares.
Howard Amster and his Individual Retirement Accounts own
651,957 shares or 22.71 % of the outstanding shares.
(including the purchase of 562,118 shares on July 30,2002)
Howard Amster and Tamra F. Gould Charitable Remainder Unitrust
owns 6,600 shares or 0.23 % of the outstanding shares.
Amster Limited Partnership owns 574 shares or 0.02 %
of the outstanding shares.
Amster Trading Company owns 128,270 shares or
4.47 % of the outstanding shares.
Gould Trading Company owns 28,540 shares or
0.99 % of the outstanding shares.
Pleasant Lake Apts. Corp. owns 35 shares or
0.0 % of the outstanding shares.
Pleasant Lake Apts. Limited Partnership owns
1,049 shares or 0.04 % of the outstanding shares.
Ramat Securities Ltd. owns 29,009 shares or
1.01 % of the outstanding shares.
(c)
Identity Date Shares Price
Howard Amster 7/30/02 528,118 5.16
Individual
Retirement Account
Howard Amster 7/30/02 440,700* 5.16
* common units in Horizon
Group Properties, L.P.
Trade executed as a private purchase from Prime Group, Inc.
and its various affiliates.
Howard Amster 7/30/02 34,000 5.16
Individual
Retirement Account
Trade executed as a private purchase from
Robert M. Schwartzberg.
Signature. After reasonable inquiry and to the best of our
knowledge and belief, we certify the information set forth
in this statement is true, complete and correct.
Date July 31, 2002
Howard Amster
Howard Amster & Tamra F. Gould
Charitable Remainder Unitrust
By: Howard Amster
Title: Trustee
Amster Limited Partnership
By: Howard Amster
Title: General Partner
Amster Trading Company
By: Howard Amster
Title: President
Tamra F. Gould
Gould Trading Company
By: Tamra F. Gould
Title: President
Pleasant Lake Apts. Corp.
By: Howard Amster
Title: President
Pleasant Lake Apts. Limited Partnership
By: Howard Amster
Title: Pleasant Lake Apts. Corp
Ramat Securities Ltd.
By: David Zlatin
Title: Principal