-----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, TWo36WWC55DzhAc+MBUT1G8Dh5rkzRtfz8uUUn3k6d7cdo8lhGACCbfRxYyL0XBE eqMcdJE//zQjVoAE/G/6ow== 0000936392-97-001578.txt : 19971125 0000936392-97-001578.hdr.sgml : 19971125 ACCESSION NUMBER: 0000936392-97-001578 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971124 SROS: NYSE 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: 97726938 BUSINESS ADDRESS: STREET 1: 4649 MORENA BLVD CITY: SAN DIEGO STATE: CA ZIP: 92117 BUSINESS PHONE: 6195814600 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 #2 TO SCHEDULE 13D FOR SOL PRICE 1 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) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 741444103 ------------------------------------------------------- (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 November 14, 1997 ------------------------------------------------------- (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). 2 Page 2 of 6 SCHEDULE 13D CUSIP No. 741444103 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 8,445,410 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8,445,410 ----------- = 36.3% 23,291,294 14 TYPE OF REPORTING PERSON* IN 3 Page 3 of 6 SCHEDULE 13D Number of Shares Beneficially Owned by Each Reporting Person With 7) Sole Voting Power 0 By Sol Price as Trustee of Sol & Helen Price Trust 610,490 By Sol Price as Trustee of Price Charitable Remainder Trust 5,165,170 By Sol Price as Trustee of Price Family Charitable Trust - --------- 5,775,660 TOTAL 8) Shared Voting Power 2,500,500 by Sol Price as Director of Price Family Charitable Fund 34,950 by Sol Price as Co-Trustee of Marion Brodie Trust 134,300 by Sol Price as Co-Trustee of Dorothy Goldberg Trust - --------- 2,669,750 TOTAL 9) Sole Dispositive Power 0 By Sol Price as Trustee of Sol & Helen Price Trust 610,490 By Sol Price as Trustee of Price Charitable Remainder Trust 5,165,170 By Sol Price as Trustee of Price Family Charitable Trust - --------- 5,775,660 TOTAL 10) Shared Dispositive Power 2,500,500 by Sol Price as Director of Price Family Charitable Fund 34,950 by Sol Price as Co-Trustee of Marion Brodie Trust 134,300 by Sol Price as Co-Trustee of Dorothy Goldberg Trust - --------- 2,669,750 TOTAL 12) Exclusion of Shares The reporting person disclaims beneficial ownership of the following shares: 2,500,500 Held by Price Family Charitable Fund 34,950 Held by Marion Brodie Trust 134,300 Held by Dorothy Goldberg Trust - --------- 2,669,750 TOTAL 4 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 and Chief Financial Officer 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 (8,445,410 or 36.3%) is held as follows: - 610,490 shares by Sol Price as Trustee of Price Charitable Remainder Trust U/T/D 1/10/83. - 5,165,170 shares by Sol Price as Trustee of Price Family Charitable Trust U/T/D 3/10/84. - 2,500,500 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. - 134,300 shares by Sol Price as Co-Trustee of Dorothy Goldberg Trust. These shares include 2,669,750 shares of which the reporting person disclaims beneficial ownership. These shares do not include the 2,627,413 shares (approximately 11.28%) of Price Enterprises common stock beneficially owned by Robert Price, the son of Sol Price. 5 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: 5,775,660 Shared power to vote or direct the vote: 2,669,730 Sole power to dispose or direct the disposition: 5,775,660 Shared power to dispose or direct the disposition: 2,669,750
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 comtemplated 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, I 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, I have shared voting and disposition powers over these shares. However, I disclaim beneficial ownership of these shares. 11. On April 22, 1996, I 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 I became a Co-Trustee of the Trust. As Co-Trustee, I have shared voting and dispositive powers over these shares. However, I disclaim beneficial ownership of these shares. 6 Page 6 of 6 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. November 21, 1997 /s/ Sol Price - ----------------------------- ------------------------------------------- Date Sol Price -----END PRIVACY-ENHANCED MESSAGE-----