-----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, Imu2JzkyZtFSsLloojpKQpXoZg/XZWTj+eWYAIgr4RfYHMSlSSUuz/Yeo3muKn9L UKaxOp2g1V3vOetWoEFCqA== 0000891554-99-001018.txt : 19990518 0000891554-99-001018.hdr.sgml : 19990518 ACCESSION NUMBER: 0000891554-99-001018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990517 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43425 FILM NUMBER: 99627350 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 AMENDMENT NO. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20540 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No 8)* Price Enterprises, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 741444202 ------------------------------------------------------- (CUSIP Number) Kathleen M. Hillan 4649 Morena Blvd. San Diego, CA 92117 - -------------------------------------------------------------------------------- (Name, Address and Telephone of Person Authorized to Receive Notice and Communications) (619) 581-4889 May 12, 1999 ------------------------------------------------------- (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 6 SCHEDULE 13D CUSIP No. 741444202 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) / / See ATTACHED (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 2,608,419 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2,608,419 ----------- = 19.6% 13,298,421 14 TYPE OF REPORTING PERSON* IN Page 3 of 6 SCHEDULE 13D Check the Appropriate Box if a Member of a Group: See discussion in Item 5 regarding (i) an agreement by and among Excel Legacy Corporation and certain shareholders of Price Enterprises, Inc., including certain trusts of which Sol Price is trustee, and (ii) certain limited powers of attorney granted by other shareholders of Price Enterprises, Inc. to Sol Price, in each case in connection with a potential transaction with Excel Legacy Corporation. Number of Shares Beneficially Owned by Each Reporting Person With 7) Sole Voting Power 308,490 By Sol Price as Trustee of Price Charitable Remainder Trust* 2,213,079 By Sol Price as Trustee of Price Family Charitable Trust** - --------- 2,521,569 TOTAL 8) Shared Voting Power 34,950 by Sol Price as Co-Trustee of Marion Brodie Trust 51,900 by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust - --------- 86,850 TOTAL 9) Sole Dispositive Power 308,490 By Sol Price as Trustee of Price Charitable Remainder Trust* 2,213,079 By Sol Price as Trustee of Price Family Charitable Trust** - --------- 2,521,569 TOTAL 10) Shared Dispositive Power 34,950 by Sol Price as Co-Trustee of Marion Brodie Trust 51,900 by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust - --------- 86,850 TOTAL 12) Exclusion of Shares The reporting person disclaims beneficial ownership of the following shares: 34,950 Held by Marion Brodie Trust 51,900 Held by Dorothy Goldberg Charitable Trust - --------- 86,850 TOTAL * Does not include 220,240 shares of Common Stock pledged to the Price Charitable Remainder Trust to secure certain notes delivered to the Price Charitable Remainder Trust in connection with sales of such shares to the pledgors in May 1998. Certain shares previously subject to the pledge have been released from the pledge, and the proceeds from the sale of such shares have been used to pay down the applicable note. 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 604,120 shares of Common Stock pledged to the Price Family Charitable Trust to secure certain notes delivered to the Price Family Charitable Trust in connection with sales of such shares to the pledgors in May 1998. Certain shares previously subject to the pledge have been released from the pledge, and the proceeds from the sale of such shares have been used to pay down the applicable note. The Price Family Charitable Trust does not have the right to vote or dispose 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. Common 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 All shares disclosed on Amendment No. 1 to the Schedule 13D were acquired through a one-for-one exchange offer of shares of common stock of Price/Costco, Inc. for shares of common stock of Price Enterprises, Inc., pursuant to the Offering Circular/Prospectus of Price/Costco, Inc. and Price Enterprises, Inc., dated November 21, 1994, as supplemented (the "Exchange Offer"). See Item 5(c) for a discussion of additional transactions, including the sources and amounts of funds used in making such transactions. 4. PURPOSE OF TRANSACTION The purpose of the acquisition of Price Enterprises common stock through the Exchange Offer was for investment purposes only. 5. INTEREST IN SECURITIES OF THE ISSUER a) The aggregate number of shares beneficially owned 2,608,419 or is held as follows: - 308,490 shares by Sol Price as Trustee of Price Charitable Remainder Trust U/T/D 1/10/83. - 2,213,079 shares by Sol Price as Trustee of Price Family Charitable Trust U/T/D 3/10/84. - 34,950 shares by Sol Price as Co-Trustee of Marion Brodie Trust. - 51,900 shares by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust. These shares include 86,850 shares of which the reporting person disclaims beneficial ownership. These shares do not include the 2,627,745 shares (approximately 19.8%) of Price Enterprises common 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: 2,521,569 Shared power to vote or direct the vote: 86,850 Sole power to dispose or direct the disposition: 2,521,569 Shared power to dispose or direct the disposition: 86,850
c) On December 21, 1994, Sol Price, as Trustee of Sol and Helen Price Trust, Price Charitable Remainder Trust and Price Family Charitable Trust, acquired 8,293,160 shares of Price Enterprises common stock through the Exchange Offer. On December 21, 1994, the Sol & Helen Price Foundation, of which Sol Price is a Director, acquired 500 shares of Price Enterprises common stock through the Exchange Offer. As contemplated by the Exchange Offer, on February 9, 1995, Price/Costco consummated the sale to Price Enterprises, effective as of February 6, 1995, of the remaining 3,775,972 shares of Price Enterprises common stock owned by Price/Costco following consummation of the Exchange Offer. Such sale reduced the number of outstanding shares of Price Enterprises common stock from 27,000,000 to 23,224,028 and correspondingly increased Sol Price's percentage ownership of Price Enterprises common stock from approximately 30.72% to approximately 35.71%. 1. On November 21, 1997, Sol Price, as Trustee of the Sol and Helen Price Trust, transferred 500,000 shares of Price Enterprises common stock as a contribution to the Price Family Charitable Trust. 2. On November 14, 1997, Sol Price, as Trustee of the Sol and Helen Price Trust, transferred 1,020,410 shares of Price Enterprises common stock as a contribution to the Price Family Charitable Trust. 3. Between June 5, 1997 and November 10, 1997, as co-trustee of the Joseph and Dorothy Goldberg Trust, I sold 25,000 shares of Price Enterprises common stock on the open market at prices ranging from $17.875 to $22.50 per share for total consideration of $497,687.50. 4. On October 10, 1997, Sol Price, as Trustee of the Sol and Helen Price Trust, made a bona fide gift of 9,000 shares to sixteen (16) individuals. 5. On December 4, 1996, Sol Price as Trustee of The Price Family Charitable Trust transferred 2,500,000 shares as a contribution to The Price Family Charitable Fund (formerly the Sol and Helen Price Foundation). 6. On December 4, 1996, Sol Price as Trustee of the Sol and Helen Price Trust made a bona fide gift of 500 shares to two (2) individuals. 7. On June 14, 1996, Sol Price as Trustee of the Sol and Helen Price Trust made a bona fide gift of 2,500 shares to two (2) individuals. 8. On January 2, 1996, Sol Price as Trustee of the Sol and Helen Price Trust made a bona fide gift of 1,300 shares to two (2) individuals. 9. On December 20, 1995, Sol Price as Trustee of the Sol and Helen Price Trust made a bona fide gift of 4,200 shares to thirteen (13) individuals. 10. On September 5, 1995, Sol Price consented to act as successor Co-Trustee of the Earle I. and Marion Brodie Trust. The Trust owned 34,950 shares of common stock of Price Enterprises, Inc., at that time. Pursuant to the terms of the Trust Agreement, the assets were subsequently split into Trust I which continued to hold the 34,950 shares and Trust II. Trust I was later renamed the Marion Brodie Trust. As Co-Trustee, Sol Price has shared voting and disposition powers over these shares. However, Sol Price disclaims beneficial ownership of these shares. 11. On April 22, 1996, Sol Price was appointed Attorney-in-Fact by Dorothy Goldberg, Trustee, of the Joseph and Dorothy Goldberg Trust. The Trust owned 159,300 shares of Price Enterprises, Inc., at that time. Mrs. Goldberg passed away on June 16, 1996, at which time Sol Price became a Co-Trustee of the Trust. As Co-Trustee, Sol Price has shared voting and dispositive powers over these shares. However, Sol Price disclaims beneficial ownership of these shares. 12. Between November 10, 1997 and March 31, 1998, the co-trustees of the Joseph and Dorothy Goldberg Charitable Trust, with Sol Price abstaining, sold or made gifts of 34,400 shares. 13. On December 31, 1997, the Price Family Charitable Fund, of which Sol Price is a director, received 122,080 shares from the Pearl Effron Trust A per the decedent's bequest. 14. On May 1, 1998, the Price Family Charitable Fund, of which I am a director, sold 15,000 shares to one individual for $278,437. 15. On May 21, 1998, the Price Family Charitable Fund, of which I am a director, made gifts of an aggregate of 552,500 shares to three charitable organizations. 16. On May 15, 1998, the Price Family Charitable Trust, of which I am a trustee, sold an aggregate of 620,000 shares to nine individuals for $20.50 per share. In each case, the purchaser paid $3 per share in cash and $17.50 per share by delivering to the Price Family Charitable Trust a non-recourse note due May 2002 and bearing interest at 8% per annum, payable quarterly. Each note is secured by a pledge of the purchased shares to the Price Family Charitable Trust. 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. 17. On May 15, 1998, the Price Charitable Remainder Trust, of which I am a trustee, sold an aggregate of 202,000 shares to ten individuals for $20.50 per share. In each case, the purchaser paid $3 per share in cash and $17.50 per share by delivering to the Price Charitable Remainder Trust a non-recourse note due May 2002 and bearing interest at 8% per annum, payable quarterly. Each note is secured by a pledge of the purchased shares to the Price Charitable Remainder Trust. The Price Charitable Remainder Trust does not have the right under any of the pledge agreements to vote or dispose of the pledged shares prior to a default under the applicable note. 18. On May 21, 1998, the Price Charitable Remainder Trust, of which I am a trustee, sold an aggregate of 50,000 shares to five individuals for $20.50 per share. In each case, the purchaser paid $3 per share in cash and $17.50 per share by delivering to the Price Charitable Remainder Trust a non-recourse note due May 2002 and bearing interest at 8% per annum, payable quarterly. Each note is secured by a pledge of the purchased shares to the Price Charitable Remainder Trust. The Price Charitable Remainder Trust does not have the right under any of the pledge agreements to vote or dispose of the pledged shares prior to a default under the applicable note. 19. Between April 1, 1998 and May 15, 1998, the co-trustees of the Joseph and Dorothy Golberg Charitable Trust, with Sol Price abstaining, sold 12,000 shares. 20. Between May 18, 1998 and July 20, 1998, the co-trustees of the Joseph and Dorothy Goldberg Charitable Trust, with Sol Price abstaining, sold 26,000 shares in the open market. 21. On August 21, 1998, the Price Family Charitable Fund, of which I am a director, made gifts of an aggregate of 1,947,500 shares to two charitable organizations. 22. On September 10, 1998, The Price Family Charitable Fund, of which Sol Price is a director, made gifts of an aggregate of 107,580 shares to one charitable organization. 23. On October 1, 1998, The Price Family Charitable Trust, of which Sol Price is a trustee, distributed 450,000 shares to the Sol and Helen Price Trust as part of a unitrust payment. 24. On October 23, 1998, the Company accepted for payment 2,382,041 shares tendered by The Price Family Charitable Trust, of which Sol Price is a trustee, pursuant to the Company's $5.50 per share self tender offer for shares of its Common Stock. 25. Between November 1998 and December 1998, the Co-trustees of the Joseph and Dorothy Goldberg Charitable Trust, with Sol Price abstaining, sold 14,000 shares on the open market. 26. On January 4, 1999, The Price Family Charitable Trust, of which Sol Price is Trustee, distributed 640,ooo shares to the Sol and Helen Price Trust as a quarterly unitrust distribution. 27. On January 4, 1999, The Price Charitable Remainder Trust, of which Sol Price is trustee, distributed 50,000 shares to the Sol and Helen Price Trust as a quarterly unitrust distribution. 28. On April 29, 1999, The Sol and Helen Price Trust of which Sol Price is Trustee, contributed 1,139,950 shares to the Price Family Charitable Trust. 29. On April 29, 1999, The Sol and Helen Price Trust, of which Sol Price is Trustee, made a gift of 50 shares to an individual. 30. On May 12, 1999, The Price Family Charitable Trust, of which Sol Price is Trustee, entered into an agreement to conditionally sell 2,213,079 shares to Excel Legacy Corporation for $8.50 per share. A copy of such agreement is attached hereto as Exhibit 1. 31. On May 12, 1999, The Price Charitable Remainder Trust, of which Sol Price is a Trustee, entered into an agreement to conditionally sell 308,490 shares to Excel Legacy Corporation for $8.50 per share. 32. On May 12, 1999, The Marion Brodie Trust, of which Sol Price is a Trustee, entered into an agreement to conditionally sell 34,950 shares to Excel Legacy Corporation for $8.50 per share. 33. On or about May 12, 1999, certain shareholders of Price Enterprises, Inc. granted a limited power of attorney to Sol Price in his capacity as trustee of the Price Charitable Remainder Trust, the Price Family Charitable Trust and/or the Marion Brodie Trust, to sign an agreement with Excel Legacy Corporation to conditionally sell such stockholder's shares of Common Stock to Excel Legacy Corporation for $8.50 per share and to file a Schedule 13D on such stockholder's behalf with respect thereto. A copy of the form of such limited power of attorney is attached hereto as Exhibit 2. 34. As a result of such limited powers of attorney granted to Sol Price, Sol Price may be deemed to have formed a"group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and Rule 13d-5(b)(1) thereunder, with each of the shareholders who have granted such limited powers of attorney and each of the shareholders (including the Price Charitable Remainder Trust, the Price Family Charitable Trust and the Marion Brodie Trust) who have signed or will sign the agreement with Excel Legacy Corporation referred to above. Sol Price expressly declares that the filing of this Amendment No. 8 to Schedule 13D shall not be construed as an admission by him or any such stockholder that any such group has been formed. A separate Schedule 13D will be filed by Sol Price and each of the shareholders of Price Enterprises, Inc. who have executed such agreement with Excel Legacy Corporation or who have granted such limited powers of attorney to Sol Price. Page 6 of 6 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. 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. 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. 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 August 17, 1998, Price Enterprises, Inc. made a pro rata distribution of one share of 8 3/4% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") on each share of Common Stock outstanding on July 30, 1998. For information about Sol Price's beneficial ownership of Series A Preferred Stock, see the separate Schedule 13D, as may be amended from time to time, regarding such ownership. See discussion in Item 5 regarding (i) an agreement by and among Excel Legacy Corporation and certain shareholders of Price Enterprises, Inc., including certain trusts of which Sol Price is trustee, and (ii) certain limited powers of attorney granted by other shareholders of Price Enterprises, Inc. to Sol Price, in each case in connection with a potential transaction with Excel Legacy Corporation. 7. EXHIBITS Exhibit 1: Agreement dated May 12, 1999 by and among Excel Legacy Corporation and certain shareholders of Price Enterprises, Inc. listed on the signature pages thereto (including the following exhibits: Exhibit A - Form of Indenture, Exhibit B - Conditions to Offer, and Exhibit C - Form of Agreement between Excel Legacy Corporation and Price Enterprises, Inc.) (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed May 14, 1999 by Excel Legacy Corporation). Exhibit 2: Form of Limited Power of Attorney granted to Sol Price by certain shareholders of Price Enterprises, Inc. 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. May 17, 1999 /s/ Sol Price - ------------------------------- ------------------------------------------ Date Sol Price EX-2 2 FORM OF LIMITED POWER OF ATTORNEY EXHIBIT 2: May 12, 1999 Mr. Sol Price, Trustee [NAME OF TRUST] 7979 Ivanhoe Avenue, Suite 520 La Jolla, California 92037 RE: [ ] Shares of Common Stock of Price Enterprises, Inc. The undersigned hereby grants you my Limited Power of Attorney with regard to the above-referenced shares of stock to: 1. Sign an Agreement with Excel Legacy Corporation, a Delaware Corporation, to place in escrow [___________] shares, for ultimate tender or other conversion into cash, debentures and notes on the same terms and conditions as you are accepting as Trustee of [Name of Trust] under an Agreement with Excel Legacy dated May 12, 1999; 2. File with the Securities and Exchange Commission ("SEC") a Form 13-D that reports the sale as a part of a "group" as defined by the SEC (without necessarily admitting that such a "group" is constituted); and 3. Execute any other Agreements or take any necessary actions to complete the transaction contemplated in the Agreement. By: _______________________________ [Stockholder] -----END PRIVACY-ENHANCED MESSAGE-----