-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tDj7b3TRkICiEcI3UlOX3G+a+y5zV5FB9059BvFjlyuxuNlBhm3pjLarwaMANQ32 E1CdQ+OVZfrSbir5bR/ehg== 0000912057-94-004286.txt : 19941227 0000912057-94-004286.hdr.sgml : 19941227 ACCESSION NUMBER: 0000912057-94-004286 CONFORMED SUBMISSION TYPE: SC 13D CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941223 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE/COSTCO INC CENTRAL INDEX KEY: 0000909832 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 330572969 STATE OF INCORPORATION: CA FISCAL YEAR END: 0830 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42471 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 4649 MORENA BOULEVARD CITY: SAN DIEGO STATE: CA ZIP: 92117 BUSINESS PHONE: 6195815350 MAIL ADDRESS: STREET 1: 4241 JUTLAND DRIVE #300 CITY: SAN DIEGO STATE: CA ZIP: 92117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE SOL CENTRAL INDEX KEY: 0000900936 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 557122154 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7979 IVANHOE AVE STREET 2: SUITE 520 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6195512345 MAIL ADDRESS: STREET 1: 7979 IVANHOE AVE STREET 2: STE 520 CITY: LA JOLLA STATE: CA ZIP: 92037 SC 13D 1 SC 13D THIS DOCUMENT IS AN ELECTRONIC CONFIRMING COPY OF THE SCHEDULE 13D PREVIOUSLY FILED WITH THE COMMISSION BY PAPER COPY ON JANUARY 3, 1994. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20540 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No _____)* Price/Costco, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 74143W-10 2 ------------------------------------------------------- (CUSIP Number) Richard Galanti, 10809 120th Avenue, N.E. P. O. Box 97077 Kirkland, WA 98083 - -------------------------------------------------------------------------------- (Name, Address and Telephone of Person Authorized to Receive Notice and Communications) (206) 828-8100 January 3, 1994 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the 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 / /. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial, ownership of more than five percent of the class of securities described in Item 1: and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for 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 class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The 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). Page 2 of 4 SCHEDULE 13D CUSIP No. 74143W-10 2 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sol Price ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / N/A (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen 7 SOLE VOTING POWER NUMBER OF 11,366,937 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY N/A EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 11,366,937 10 SHARED DISPOSITIVE POWER N/A 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,366,937 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ Reporting person disclaims beneficial ownership of 556,108 shares held by Mandell Weiss Trust U/T/D 9/18/81 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11,366,937 ----------- = 5.22% 217,824,368 14 TYPE OF REPORTING PERSON* IN Page 3 of 4 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D 1. SECURITY AND ISSUER Price/Costco, Inc. Common Stock Richard Galanti 10809 120th Avenue, N.E. P.O. Box 97077 Kirkland, WA 98083 2. IDENTITY AND BACKGROUND a) Sol Price b) 7979 Ivanhoe Avenue, Suite 520 La Jolla, CA 92037 c) Self-employed investor d) None e) None f) U.S. Citizen 3. SOURCE AND AMOUNT OF FUNDS N/A 4. PURPOSE OF TRANSACTION N/A 5. INTEREST IN SECURITIES OF THE ISSUER a) The aggregate number of shares beneficially owned (11,366,937 or 5.22%) is held as follows: - 6,125,275 By self as Trustee of Sol and Helen Price Trust - 3,731,760 By self as Trustee of Price Family Charitable Trust - 581,490 By self as Trustee of Price Charitable Remainder Trust - 556,108 By self as Successor Trustee of Mandell Weiss Trust - 341,243 Right to acquire through conversion of $7.69 million of Convertible Debentures by self as Trustee of Sol and Helen Price Trust - 31,061 Right to acquire through conversion of $.7 million of Convertible Debentures by self as Trustee of Price Family Charitable Trust All shares held and the right to acquire shares, with the exception of those shares held as Successor Trustee of the Mandell Weiss Trust, were received pursuant to the merger of Price/Costco, Inc., which was effective on October 21, 1993. b) SOLE VOTING POWER 6,466,518 By self as Trustee of Sol and Helen Price Trust 3,762,821 By self as Trustee of Price Family Charitable Trust 581,490 By self as Trustee of Price Charitable Remainder Trust 556,108 By self as Trustee of Mandell Weiss Trust ---------- 11,366,937 TOTAL ---------- ---------- Page 4 of 4 SOLE DISPOSITIVE POWER 6,466,518 By self as Trustee of Sol and Helen Price Trust 3,762,821 By self as Trustee of Price Family Charitable Trust 581,490 By self as Trustee of Price Charitable Remainder Trust 556,108 By self as Trustee of Mandell Weiss Trust ---------- 11,366,937 TOTAL ---------- ---------- c) On January 3, 1994, I became Successor Trustee of the Mandell Weiss Trust U/T/D September 18, 1981. The Trust owns 556,108 shares of the common stock of Price/Costco, Inc. which, as Trustee, I have sole voting and dispositive powers. However, I disclaim beneficial ownership of these shares. d) N/A e) N/A 6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER N/A 7. EXHIBITS N/A After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 12, 1994 /s/ Sol Price - ------------------------------ --------------------------------------------- Date Sol Price -----END PRIVACY-ENHANCED MESSAGE-----