-----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, EJk6b9MIdfFQUbvlWtEGln1cZY9e5QpE3DPsKIA0n/VYMtt//2wPoP4LbOh7fUTb da1XtiBLLz1apHvwdDMp6w== 0000912057-94-004287.txt : 19941227 0000912057-94-004287.hdr.sgml : 19941227 ACCESSION NUMBER: 0000912057-94-004287 CONFORMED SUBMISSION TYPE: SC 13D/A 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/A 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/A 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/A 1 13D/A THIS DOCUMENT IS AN ELECTRONIC CONFIRMING COPY OF THE SCHEDULE 13D AMENDMENT NO. 1 PREVIOUSLY FILED WITH THE COMMISSION BY PAPER COPY ON MARCH 4, 1994. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ----- Price/Costco, Inc. - -------------------------------------------------------------------------------- (Name of Insurer) 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 (206)828-8100 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 4, 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 / /. (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 5 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 10,860,250 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY N/A EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10,860,250 10 SHARED DISPOSITIVE POWER N/A 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,860,250 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ Reporting person disclaims beneficial ownership of 424,186 shares held by Mandell Weiss Trust U/T/D 9/18/81 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10,860,250 ----------- 217,824,368 = 4.985% 14 TYPE OF REPORTING PERSON: IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 5 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 (10,860,250 or 4.985%) is held as follows: - 5,814,510 By self as Trustee of Sol and Helen Price Trust - 3,731,760 By self as Trustee of Price Family Charitable Trust - 517,490 By self as Trustee of Price Charitable Remainder Trust - 424,186 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 6,155,753 By self as Trustee of Sol and Helen Price Trust 3,762,821 By self as Trustee of Price Family Charitable Trust 517,490 By self as Trustee of Price Charitable Remainder Trust 424,186 By self as Trustee of Mandell Weiss Trust ---------- 10,860,250 TOTAL ---------- ---------- Page 4 of 5 SOLE DISPOSITIVE POWER 6,155,753 By self as Trustee of Sol and Helen Price Trust 3,762,821 By self as Trustee of Price Family Charitable Trust 517,490 By self as Trustee of Price Charitable Remainder Trust 424,186 By self as Trustee of Mandell Weiss Trust ---------- 10,860,250 TOTAL ---------- ---------- c) The following sales were effected since the last Schedule 13(D) filing dated January 3, 1994: 1. By self as Trustee of Sol and Helen Price Trust DATE SHARES PRICE ---- ------ --------- 2/03 13,000 $17.3942 2/04 13,000 17.5962 2/07 12,000 17.1458 2/08 13,000 17.12 2/09 13,000 17.49 2/10 13,000 17.57 2/11 8,000 17.66 2/14 13,000 17.50 2/15 13,000 17.48 2/16 13,000 18.08 2/17 10,000 18.88 2/18 13,000 18.77 2/22 13,000 18.64 2/23 13,000 18.87 2/24 13,000 18.72 2/25 13,000 19.39 2/28 13,000 19.88 3/01 13,000 19.53 3/02 13,000 19.41 3/03 13,000 21.01 3/04 13,000 20.875 2. By self as Trustee of Price Charitable Remainder Trust DATE SHARES PRICE ---- ------ --------- 1/27 13,000 $17.76 1/28 12,000 17.625 1/31 13,000 17.59 2/01 13,000 17.38 2/02 13,000 17.09 Page 5 of 5 3. By self as Successor Trustee of Mandell Weiss Trust DATE SHARES PRICE ---- ------ --------- 2/07 6,922 $17.18175 2/15 5,000 17.625 2/16 10,000 18.125 2/16 10,000 17.625 2/17 1,000 19.25 2/17 10,000 18.875 2/24 5,000 18.935 2/25 10,000 19.375 2/25 5,000 19.75 2/28 5,000 19.375 2/28 5,000 20 3/01 10,000 19.50 3/02 5,000 19.375 3/02 5,000 19.56 3/03 19,000 21.50 3/03 5,000 20.125 3/04 5,000 20.75 3/04 5,000 20.875 3/04 5,000 21 4. By self as gifts to public charities as Trustee of Sol and Helen Price Trust DATE SHARES ---- ------ 2/25 1,265 3/03 45,500 d) The Mandell Weiss Trust, of which I am the sole Trustee, is entitled and received all proceeds of the sales of 131,922 shares of the reported security as described in 5(c) above. e) On March 4, 1994, I ceased to be a beneficial owner of more than five percent of the class of securities. 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. March 14, 1994 /s/ Sol Price - ----------------------- ------------------------------------- Date Sol Price -----END PRIVACY-ENHANCED MESSAGE-----