-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Soe9RcD3wuNASSoxZbKXYkvygwaQe5tu1Hx7OlfQTQ/nr8zquQju7mrZt6CqVU0J T7Oqs75yxygN+lBUd/3YXw== 0000891554-98-001502.txt : 19981124 0000891554-98-001502.hdr.sgml : 19981124 ACCESSION NUMBER: 0000891554-98-001502 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE ENTERPRISES INC CENTRAL INDEX KEY: 0000929647 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 330628740 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43425 FILM NUMBER: 98757793 BUSINESS ADDRESS: STREET 1: 4649 MORENA BLVD CITY: SAN DIEGO STATE: CA ZIP: 92117 BUSINESS PHONE: 6195814679 MAIL ADDRESS: STREET 1: 4649 MORENA BLVD 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 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20540 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Price Enterprises, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) 8 3/4% Series A Cumulative Redeemable Preferred Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 741444 301 ------------------------------------------------------- (CUSIP Number) Kathleen M. Hillan 4649 Morena Blvd. San Diego, CA 92117 (619) 581-4889 - - ------------------------------------------------------------------------------ (Name, Address and Telephone of Person Authorized to Receive Notice and Communications) November 17, 1998 ------------------------------------------------------- (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 / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. 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 6 SCHEDULE 13D CUSIP No. 741444 301 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 00 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 See Attached NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See Attached EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH See Attached 10 SHARED DISPOSITIVE POWER See Attached 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,032,090 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7,032,090 ----------- = 29.6% 23,758,282 14 TYPE OF REPORTING PERSON* IN Page 3 of 6 SCHEDULE 13D Number of Shares of 8 3/4% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") Beneficially Owned by Each Reporting Person With 7) Sole Voting Power 0 By Sol Price as Trustee of Sol & Helen Price Trust 358,490 By Sol Price as Trustee of Price Charitable Remainder Trust* 5,375,170 By Sol Price as Trustee of Price Family Charitable Trust** - --------- 5,733,660 TOTAL 8) Shared Voting Power 1,097,580 by Sol Price as Director of Price Family Charitable Fund 34,950 by Sol Price as Co-Trustee of Marion Brodie Trust 65,900 by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust 100,000 by Sol Price as Co-Trustee of the Earl I. and Marion Brodie Trust II - --------- 1,298,430 TOTAL 9) Sole Dispositive Power 0 By Sol Price as Trustee of Sol & Helen Price Trust 358,490 By Sol Price as Trustee of Price Charitable Remainder Trust* 5,375,170 By Sol Price as Trustee of Price Family Charitable Trust** - --------- 5,733,660 TOTAL 10) Shared Dispositive Power 1,097,580 by Sol Price as Director of Price Family Charitable Fund 34,950 by Sol Price as Co-Trustee of Marion Brodie Trust 65,900 by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust 100,000 by Sol Price as Co-Trustee of the Earl I. and Marion Brodie Trust II - --------- 1,298,430 TOTAL 12) Exclusion of Shares The reporting person disclaims beneficial ownership of the following shares: 1,097,580 Held by Price Family Charitable Fund 34,950 Held by Marion Brodie Trust 65,900 Held by Dorothy Goldberg Charitable Trust 100,000 by Sol Price as Co-Trustee of the Earl I. and Marion Brodie Trust II - --------- 1,298,430 TOTAL * Does not include 252,000 shares of Series A Preferred Stock pledged to the Price Charitable Remainder Trust to secure certain notes delivered to the Price Charitable Remainder Trust in connection with sales of shares of Common Stock of Price Enterprises, Inc. ("Common Stock") to the pledgors in May 1998. In connection with such sales of Common Stock, the purchasers agreed to pledge the shares of Common Stock they purchased, as well as any securities distributed as dividends on such shares, to secure the purchase money notes. The shares referenced in this footnote were distributed as dividends on the shares of Common Stock originally subject to the pledge. The Price Charitable Remainder Trust does not have the right to vote or dispose of the pledged shares prior to a default under the applicable note. ** Does not include 620,000 shares of Series A Preferred Stock pledged to the Price Family Charitable Trust to secure certain notes delivered to the Price Family Charitable Trust in connection with sales of Common Stock to the pledgors in May 1998. In connection with such sales of Common Stock, the purchasers agreed to pledge the shares of Common Stock they purchased, as well as any securities distributed as dividends on such shares, to secure the purchase money notes. The shares referenced above were distributed as dividends on the shares of Common Stock originally subject to the pledge. Also does not include 800,000 shares of Series A Preferred Stock pledged to secure a loan made by the Price Family Charitable Trust to the San Diego Foundation for the purpose of allowing the San Diego Foundation to purchase such shares. The Price Family Charitable Trust does not have the right to vote or dispose of any of the pledged shares prior to a default under the applicable note. Page 4 of 6 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D 1. SECURITY AND ISSUER Price Enterprises, Inc. 8 3/4% Series A Cumulative Redeemable Preferred Stock Kathleen M. Hillan, Senior Vice President-- Finance 4649 Morena Blvd. San Diego, CA 92117 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 Except as set forth below, all of the share of Series A Preferred Stock disclosed herein were received by the entities listed in Item 5 pursuant to a pro rata distribution of one share of Series A Preferred Stock for each share of common stock held by its stockholders of record on July 30, 1998 (the "Distribution"). For each stock purchase transaction described in Item 5, the trust or fund acquiring the shares of Series A Preferred Stock used cash held in the trust or fund, as applicable, to make the purchase. 4. PURPOSE OF TRANSACTION Except as set forth below, all of the shares of Series A Preferred Stock disclosed herein were received by the entities listed in Item 5 pursuant to the Distribution. In every other transaction described in Item 5, the trust or fund acquiring the shares of Series A Preferred Stock did so for investment purposes only. 5. INTEREST IN SECURITIES OF THE ISSUER a) The aggregate number of shares beneficially owned (7,032,090 or 29.6%) is held as follows: - 358,490 shares by Sol Price as Trustee of Price Charitable Remainder Trust U/T/D 1/10/83. - 5,375,170 shares by Sol Price as Trustee of Price Family Charitable Trust U/T/D 3/10/84. - 1,097,580 shares by Sol Price as a Director of The Price Family Charitable Fund. - 34,950 shares by Sol Price as Co-Trustee of Marion Brodie Trust. - 100,000 shares by Sol Price as Co-Trustee of the Earl I. and Marion Brodie Trust II. - 65,900 shares by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust. These shares include 1,298,430 shares of which the reporting person disclaims beneficial ownership. These shares do not include the 3,759,585 shares (approximately 15.8%) of Price Enterprises Series A Preferred Stock beneficially owned by Robert Price, the son of Sol Price. Page 5 of 6 b) The power to vote and the power to dispose of such shares is as follows: Sole power to vote or direct the vote: 5,733,660 Shared power to vote or direct the vote: 1,298,430 Sole power to dispose or direct the disposition: 5,733,660 Shared power to dispose or direct the disposition: 1,298,430
c) On August 17, 1998, Sol Price, as Trustee of the Sol and Helen Price Trust, the Price Charitable Remainder Trust and Price Family Charitable Trust, received an aggregate of 4,903,660 shares of Series A Preferred Stock in the Distribution. On August 17, 1998, the Price Family Charitable Fund, of which Sol Price is a director, received 2,055,080 shares of Series A Preferred Stock in the Distribution. On August 17,1998, the Marion Brodie Trust, of which Sol Price is a Co-Trustee, received 34,950 shares of Series A Preferred Stock in the Distribution. On August 17, 1998, the Dorothy Goldberg Charitable Trust, of which Sol Price is a Co-Trustee, received 65,900 shares of Series A Preferred Stock in the Distribution. 1. The Earl I. and Marion Brodie Trust II, of which Sol Price is a Co-Trustee, purchased 90,000 shares of Series A Preferred Stock on August 19, 1998 and 10,000 shares of Series A Preferred Stock on August 20, 1998 in the open market at prices ranging from $14.62 to $15.00 per share. Page 6 of 6 2. On September 16, 1998, the Price Family Charitable Fund, of which Sol Price is a director, made a gift of 1,000,000 shares of Series A Preferred Stock to one charitable organization. 3. On October 6, 1998, The Price Charitable Remainder Trust, of which Sol Price is a trustee, purchased 7,000 shares on the open market at a price of $13.25 per share. 4. Between October 6, 1998 and October 7, 1998, the Price Family Charitable Fund, of which Sol Price is a director, purchased 100,000 shares on the open market at prices ranging from $13.063 to $13.484 per share. 5. On October 16, 1998, The Price Charitable Remainder Trust, of which Sol Price is a trustee, made a gift of 7,000 shares to one charitable organization. 6. Between October 20, 1998 and October 27, 1998, the Price Family Charitable Trust, of which Sol Price is a Trustee, purchased 250,000 shares on the open market at prices ranging from $13.562 to $13.75 per share. 7. On November 6, 1998, The Price Family Charitable Fund, of which Sol Price is a director, made a gift of 57,500 shares to one charitable organization. 8. On November 17, 1998, The Price Family Charitable Trust, of which Sol Price is a Trustee, purchased 580,000 shares at a price of $13.65 per share in a privately negotiated transaction. d) N/A e) N/A 6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER On May 15, 1998, the Price Family Charitable Trust sold an aggregate of 620,000 shares of Common Stock in the amounts and to the individuals set forth below: 50,000 Paul A. Peterson, Peterson & Price, A Professional Corp., Profit Sharing Plan -- Trust B 20,000 Keene Wolcott 100,000 Brian and Gerri Monaghan, Trustees, Brian D. and Gerri Monaghan Trust -- U/T/D 7/15/96 50,000 Jim Cahill 100,000 Stanley Sheinbaum, Trustee, 1989 Sheinbaum Trust, Restated 11/6/92 50,000 White & Robinson, A Professional Corp., Profit Sharing Plan 100,000 Murray Galinson, President, Galinson Holdings LLC 100,000 Mitchell G. Lynn & Alyce S. Lynn, Trustees, Mitchell G. Lynn & Alyce S. Lynn Trust U/T/D 3/15/85 50,000 Paul and Jackie Horton, Trustees, The Horton Family Trust U/A 12/22/80 In each case, the purchaser paid cash in the amount of $3 per share and delivered a note in the amount $17.50 per share. Each note is a non-recourse note due May 15, 2002 and bears interest at 8% per annum, payable quarterly. Each note is secured by a pledge of the purchased shares to the Price Family Charitable Trust under a Stock Pledge and Security Agreement dated May 15, 1998. Each Stock Pledge and Security Agreement provides that the shares will be pledged to the Price Family Charitable Trust and held in a brokerage account for so long as the applicable note remains outstanding; provided that the borrower may instruct the holder of the brokerage account to sell the shares at any time and pay to the Price Family Charitable Trust the lesser of the proceeds of the sale or the amount borrowed under the note. All cash dividends and distributions paid on the pledged shares will be paid to the borrower, but all stock dividends and distributions will become pledged securities. Accordingly, the shares of Series A Preferred Stock issued in the Distribution on such shares of Common Stock have become subject to the pledge. The Price Family Charitable Trust does not have the right to vote or dispose of the pledged shares under any of the pledge agreements prior to a default under the applicable note. On May 15, 1998, the Price Charitable Remainder Trust sold an aggregate of 202,000 shares of Common Stock in the amounts and to the individuals set forth below: 30,000 William and Gail Gorham 20,000 George Jezek, Trustee, Jezek Family Trust -- U/T/D 12/4/89 30,000 Gil Partida 50,000 Dr. Daniel Einhorn 15,000 Dr. Roger Cornell 20,000 Raymond E. Peet & W. Dian Peet, Trustees, Peet Family Trust U/A DTD 05/15/96 10,000 Jack McGrory 10,000 Lawrence Rosenstock and Jean Kluver, Trustees, Lawrence Rosenstock & Jean Kluver U/T/D 5/12/98 7,000 Sherrie Cousineau 10,000 Theodore P. Hurwitz, Trustee, Theodore P. Hurwitz Trust U/T/D 9/23/91 In each case, the purchaser paid cash in the amount of $3 per share and delivered a note in the amount $17.50 per share. Each note is a non-recourse note due May 15, 2002 and bears interest at 8% per annum, payable quarterly. Each note is secured by a pledge of the purchased shares to the Price Charitable Remainder Trust under a Stock Pledge and Security Agreement dated May 15, 1998. Each Stock Pledge and Security Agreement provides that the shares will be pledged to the Price Charitable Remainder Trust and held in a brokerage account for so long as the applicable note remains outstanding; provided that the borrower may instruct the holder of the brokerage account to sell the shares at any time and pay to the Price Charitable Remainder Trust the lesser of the proceeds of the sale or the amount borrowed under the note. All cash dividends and distributions paid on the pledged shares will be paid to the borrower, but all stock dividends and distributions will become pledged securities. Accordingly, the shares of Series A Preferred Stock issued in the Distribution on such shares of Common Stock have become subject to the pledge. The Price Charitable Remainder Trust does not have the right to vote or dispose of the pledged shares under any of the pledge agreements prior to a default under the applicable note. On May 21, 1998, the Price Charitable Remainder Trust sold an aggregate of 50,000 shares of Common Stock in the amounts and to the individuals set forth below: 10,000 Nancy Evans 10,000 Margaret Evans 5,000 Robert H. Gleason 20,000 Anne Ledford Evans 5,000 The Cherashore Family Trust U/T/D DTD 4/18/97 In each case, the purchaser paid cash in the amount of $3 per share and delivered a note in the amount $17.50 per share. Each note is a non-recourse note due May 15, 2002 and bears interest at 8% per annum, payable quarterly. Each note is secured by a pledge of the purchased shares to the Price Charitable Remainder Trust under a Stock Pledge and Security Agreement dated May 21, 1998. Each Stock Pledge and Security Agreement provides that the shares will be pledged to the Price Charitable Remainder Trust and held in a brokerage account for so long as the applicable note remains outstanding; provided that the borrower may instruct the holder of the brokerage account to sell the shares at any time and pay to the Price Charitable Remainder Trust the lesser of the proceeds of the sale or the amount borrowed under the note. All cash dividends and distributions paid on the pledged shares will be paid to the borrower, but all stock dividends and distributions will become pledged securities. Accordingly, the shares of Series A Preferred Stock issued in the Distribution on such shares of Common Stock have become subject to the pledge. The Price Charitable Remainder Trust does not have the right to vote or dispose of the pledged shares under any of the pledge agreements prior to a default under the applicable note. On September 29, 1998, The Price Family Charitable Trust, of which Sol Price is a trustee, loaned $11,200,000 to the San Diego Foundation to be used exclusively for the purpose of purchasing shares of Series A Preferred Stock. The San Diego Foundation purchased 800,000 shares and has pledged all of such shares as security for the loan. The loan bears interest at the rate of 9% per year. Interest is payable quarterly beginning November 20, 1998. The loan matures on September 30, 1999. The Price Family Charitable Trust does not have the right to vote or dispose of the pledged shares under any of the pledge agreements prior to a default under the applicable note. For information regarding shares of Common Stock beneficially owned by Sol Price, see the separate Schedule 13D, as amended from time to time, regarding such ownership. 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. November 25, 1998 /s/ Sol Price - ------------------------------ --------------------------------- Date Sol Price -----END PRIVACY-ENHANCED MESSAGE-----