-----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, EZlOCBNhqUF/ps+1wvT3ds+PEnby7d4dHWN9+5NPKl0bbQ4swNkU2tKzObgtuaDk dPCLsuRKGSMv8Xi3DGow5Q== 0000936392-98-000623.txt : 19980422 0000936392-98-000623.hdr.sgml : 19980422 ACCESSION NUMBER: 0000936392-98-000623 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980421 SROS: NASD 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: 98597592 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 FAMILY CHARITABLE FUND CENTRAL INDEX KEY: 0001030744 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 953842468 STATE OF INCORPORATION: CA FISCAL YEAR END: 0330 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 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* 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 Number of Person Authorized to Receive Notices and Communications) April 20, 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 [ ]. 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). 2 SCHEDULE 13D CUSIP NO. 741444202 PAGE 2 OF 4 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Price Family Charitable Fund 95 3842468 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 San Diego, California - USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,622,580 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,622,580 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,622,580 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2,622,580 divided by 23,751,372 = 11.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 3 1. SECURITY AND ISSUER Price Enterprises, Inc. Common Stock Kathleen M. Hillan, Senior V.P. - Finance 4649 Morena Blvd. San Diego, CA 92117 2. IDENTITY AND BACKGROUND a) The Price Family Charitable Fund b) 7979 Ivanhoe Avenue, Suite 520 La Jolla, CA 92037 c) Private Foundation d) None e) None f) Private Foundation in United States 3. SOURCE AND AMOUNT OF FUNDS All securities were acquired by contributions to the Fund. 4. PURPOSE OF TRANSACTION The purpose of the acquisition of Price Enterprises common stock from the contribution was for investment purposes only. On April 20, 1998, Price Enterprises filed a Registration Statement on Form S-3 registering for sale, among other shares, 400,000 shares of Price Enterprises common stock owned by the Price Family Charitable Fund. As indicated in the Form S-3, such shares may be sold, among other ways, in market transactions or in negotiated transactions at prices to be determined by the parties thereto. Such shares, or a portion thereof, may be sold at one time or from time to time for so long as the Form S-3 remains effective, but it is expected that all sales to be made under the Form S-3 will be completed by June 30, 1998. The Price Family Charitable Fund, together with the other selling stockholders, requested the registration to assist Price Enterprises in complying with ownership limitations applicable to real estate investment trusts, including the requirement that no more than 50% in value of a REIT's outstanding shares of stock be owned, actually or constructively, by five or fewer individuals (as defined by the Internal Revenue Code of 1986, as amended, to include certain entities) during the last half of a taxable year. The selling stockholders have agreed to reimburse Price Enterprises for its expenses in connection with the registration of such shares. 5. INTEREST IN SECURITIES OF THE ISSUER a) The aggregate number of shares beneficially owned (2,622,580 or 11.0%) is held as follows. - 2,622,580 shares by The Price Family Charitable Fund b) The power to vote and the power to dispose of such shares is as follows: Sole power to vote or direct the vote: 2,622,580 Sole power to dispose or direct the disposition 2,622,580 4 c) On December 4, 1996, the Price Family Charitable Fund received a contribution of 2,500,000 shares of Price Enterprises common stock. The Fund previously owned 500 shares of Price Enterprises common stock prior to December 1996 contribution. On December 31, 1997, the Price Family Charitable Fund received 122,080 shares from the Pearl Effron Trust A per the decedent's bequest. d) N/A e) N/A 6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER N/A 7. EXHIBITS N/A The Price Family Charitable Fund (the "Fund") is a private foundation. Certain directors of the Fund beneficially own Common Stock of Price Enterprises, Inc; accordingly, in accordance with General Instruction C to Schedule 13D, the information relating to such persons and responsive to Items 2-6 is set forth below. The directors of the fund are Sol Price, Robert Price, Jim Cahill, Helen Price and Allison Price. The officers of the Fund are Mr. Robert Price, Vice President and Treasurer, Mr. Sol Price, Vice President, and Mr. Joseph Satz, Secretary. Each of the foregoing individuals disclaims membership in a group with the Fund. Responses to Items 2-6 for Mr. Sol Price, Mr. Robert Price, Mr. Cahill and Mr. Joseph Satz are set forth below: Mr. Sol Price and Ms. Helen Price Mr. Sol Price files a separate Schedule 13D. Ms. Helen Price is married to Mr. Sol Price. Mr. Robert Price and Ms. Allison Price Mr. Robert Price files a separate Schedule 13D. Ms. Allison Price is married to Mr. Robert Price. Mr. Cahill 2. IDENTITY AND BACKGROUND a) Jim Cahill b) 7979 Ivanhoe Avenue, Suite 520, La Jolla, CA 92037 c) Executive Vice President, Price Entities 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: Sole Voting Power: 16,000 Shared Voting Power: 112,040 (As Co-Trustee) 2,622,580 (As a director of the Fund) Sole Dispositive Power: 16,000 Shared Dispositive Power: 112,040 (As Co-Trustee) 2,622,580 (As a director of the Fund) 6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER: N/A Mr. Satz 2. IDENTITY AND BACKGROUND a) Joseph Satz b) 7979 Ivanhoe Avenue, Suite 520, La Jolla, CA 92037 c) General Counsel, Price Enterprises, Inc., 4649 Morena Blvd., San Diego, CA 92117 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: Sole Voting Power: 1,500 Shared Voting Power: N/A Sole Dispositive Power: 1,500 Shared Dispositive Power: N/A 6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER: 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. April 20, 1998 /s/ Sol Price - ---------------------------------- ------------------------------------------- DATE Sol Price - Director Price Family Charitable Fund -----END PRIVACY-ENHANCED MESSAGE-----