-----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, IvoriqwjTayx+V3mKdtp4PHQZ6ypT2Mpm9E6pTj9rOUq9Mme5jKqKuqe3Q3h4dI6 8lK6uKQ/uCNQvTU2W+42hQ== 0000936392-98-000879.txt : 19980525 0000936392-98-000879.hdr.sgml : 19980525 ACCESSION NUMBER: 0000936392-98-000879 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980522 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: 98630910 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 ROBERT E CENTRAL INDEX KEY: 0000934818 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7979 IVANHOE AVE STREET 2: STE 520 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6195512311 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. 20540 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* 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 15, 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 / /. (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). CUSIP No. 74144103 2 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert E. Price ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 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 NUMBER OF See Attached SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See Attached REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER See Attached 10 SHARED DISPOSITIVE POWER See Attached 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,682,198 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / See attached 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4,682,198 ---------- = 19.7% 23,754,016 14 TYPE OF REPORTING PERSON* IN Number of Shares Beneficially Owned by Each Reporting Person with 7) Sole Voting Power 5,112 By Robert Price as Custodian for His Minor Children (UGMA-CA) 8) Shared Voting Power 1,281,736 By Robert Price as Co-Trustee of Robert & Allison Price 3 Trust 1/10/75 90,270 By Robert Price as Co-Trustee of a Trust for Benefit of His Minor Children 2,055,080 By Robert Price as a Director of the Price Family Charitable Fund 1,250,000 By Robert Price as Co-Trustee for the Robert & Allison Price Charitable Remainder Trust - --------- 4,677,086 TOTAL 9) Sole Dispositive Power 5,112 By Robert Price as Custodian for His Minor Children (UGMA-CA) 10) Shared Dispositive Power 1,281,736 By Robert Price as Co-Trustee of Robert & Allison Price Trust 1/10/75 90,270 By Robert Price as Co-Trustee of a Trust for Benefit of His Minor Children 2,055,080 By Robert Price as director of the Price Family Charitable Fund 1,250,000 By Robert Price as Co-Trustee for the Robert & Allison Price Charitable Remainder Trust - --------- 4,677,086 TOTAL 12) Exclusion of shares. The reporting person disclaims beneficial ownership of the following shares: 2,055,080 held by Price Family Charitable Fund *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D 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) Robert E. Price b) 4649 Morena Blvd. San Diego, CA 92117 c) President and Chief Executive Officer of Price Enterprises, Inc. d) None e) None f) U.S. Citizen 3. SOURCE AND AMOUNT OF FUNDS All shares 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"). 4 4. PURPOSE OF TRANSACTION The purpose of the acquisition of Price Enterprises common stock through the Exchange Offer was for investment purposes only. As disclosed herein, Robert Price is the beneficial owner of shares of Price Enterprises common stock held by the Price Family Charitable Fund. On April 20, 1998, Price Enterprises filed a Registration Statement on Form S-3 registering for sale 400,000 shares of Price Enterprises common stock owned by the Price Family Charitable Fund. On May 21, 1998, all sales contemplated by the Form S-3 were completed, including 15,000 shares sold by the Price Family Charitable Fund. On May 22, 1998, Price Enterprises filed a post-effective amendment to the Form S-3 to deregister the shares not sold thereunder. The 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 by five or fewer individuals. 5. INTEREST IN SECURITIES OF THE ISSUER a) The aggregate number of shares beneficially owned (4,682,198 or 19.7%) is held as follows: - 1,281,736 shares by Robert Price as Co-Trustee of Robert & Allison Price Trust 1/10/75 - 90,270 shares by Robert Price as Co-Trustee of a Trust for Benefit of His Minor Children - 5,112 shares by Robert Price as Custodian for His Minor Children (UGMA-CA) - 2,055,080 shares by Robert Price as a Director of the Price Family Charitable Fund. - 1,250,000 Robert & Allison Charitable Remainder Trust These shares do not include the 7,081,590 shares (approximately 29.8%) of Price Enterprises common stock beneficially owned by Sol Price, the father of Robert Price. b) The power to vote and the power to dispose of such shares is as follows: Sole power to vote or direct the vote: 5,112 Shared power to vote or direct the vote: 4,677,086 Sole power to dispose or direct the disposition: 5,112 Shared power to dispose or direct the disposition: 4,677,086 Allison Price, who is the wife of Robert Price, is the Co-Trustee with Robert Price for each of the Robert & Allison Price Trust, the Robert & Allison Price Charitable Remainder Trust and a trust established for the benefit of their three minor children. Under the terms of these trusts, the Co-Trustees must act jointly to vote or dispose of shares of stock owned by such trusts. c) On December 21, 1994, Robert Price, as Co-Trustee of Robert & Allison Price Trust 1/10/75 acquired 2,785,796 shares of Price Enterprises common stock through the Exchange Offer. On December 21, 1994, Robert Price, as Co-Trustee of a trust for the benefit of his three minor children, acquired 86,520 shares of Price Enterprises common stock through the Exchange Offer. On December 21, 1994, Robert Price, as Custodian for his Minor Children (UGMA-CA), acquired 5,112 shares of Price Enterprises common stock through the Exchange Offer. On December 21, 1994, the Price Charitable Fund (formerly the Sol & Helen Price Foundation), of which Robert 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 a 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 Robert Price's percentage ownership of Price Enterprises common stock from approximately 10.66% to approximately 12.39%. On July 31, 1995, as Trustee of Robert and Allison Price Trust, I made a bona fide gift to an individual of 300 shares. On October 17, 1995, as Trustee of Robert and Allison Price Trust, I made a bona fide charitable gift of 250,000 shares to a public charity. On December 27, 1995, I acquired 295 shares by a contribution to my 401(k) Plan from the company. I have no power to vote or dispose of these shares. On August 23, 1996, as Trustee of Robert and Allison Price Trust, I made bona fide gifts of 3,750 shares total to trusts for the benefit of my minor children. On October 22, 1996, as Trustee of The Robert & Allison Price Trust, I made a bona fide gift of 10 shares to an individual. On December 4, 1996, a private foundation, The Price Family Charitable Fund, of which I am a director, received a contribution of 2,500,000 shares of common stock of the Company. As a director, I have shared voting and dispositive powers over the total of 2,500,500 shares held by the foundation. However, I disclaim beneficial ownership of these shares. On March 12, 1997, the Robert & Allison Price Trust, of which Robert and Allison Price are co-trustees, transferred 1,250,000 shares to the Robert & Allison Price Charitable Remainder Trust, of which Robert and Allison Price are co-trustees. On March 12, 1997, I received a gift of 11,000 shares from the Pearl Effron Trust B per the decedent's bequest. On May 16, 1997, as co-trustee of the Robert & Allison Price Trust, I made bona fide gifts of an aggregate of 11,000 shares to trusts for the benefit of my minor children. On December 31, 1997, the Price Family Charitable Fund, of which I am a director, received 122,080 shares from the Pearl Effron Trust A per the decedent's bequest. 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. 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. 5 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. May 21, 1998 /s/ Robert E. Price - ---------------------- ------------------------------------ Date Robert E. 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