-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jb5zBKwomG8jn1+uR5Pif8jNnI1XJ3NlBNnsk96jvcfcr8rKFn5EEO0TaSQ3o/t2 2C3UHiDZoiNqawsJCRywlw== 0000950172-95-000027.txt : 19950607 0000950172-95-000027.hdr.sgml : 19950607 ACCESSION NUMBER: 0000950172-95-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950124 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE ENTERPRISES INC CENTRAL INDEX KEY: 0000929647 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 330628740 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43425 FILM NUMBER: 95502477 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/COSTCO INC CENTRAL INDEX KEY: 0000909832 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 330572969 STATE OF INCORPORATION: CA FISCAL YEAR END: 0830 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4649 MORENA BOULEVARD CITY: SAN DIEGO STATE: CA ZIP: 92117 BUSINESS PHONE: 6195815350 MAIL ADDRESS: STREET 1: 4241 JUTLAND DRIVE #300 CITY: SAN DIEGO STATE: CA ZIP: 92117 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 1) Under the Securities Exchange Act of 1934 PRICE ENTERPRISES, INC. (Name of Issuer) Common Stock, $.0001 par value per share (Title of Class of Securities) 741444103 (CUSIP Number of Class of Securities) Donald E. Burdick, Esq. Price/Costco, Inc. 10809 120th Avenue NE Kirkland, Washington 98033 (206) 803-8100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Joseph J. Giunta, Esq. Skadden, Arps, Slate, Meagher & Flom 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071-3144 (213) 687-5000 January 23, 1995 (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 Statement because of Rule 13d-1(b)(3) or (4), check the following: ( ) Check the following box if a fee is being paid with this Statement: ( ) (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Price/Costco, Inc. 33-0572969 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) (3) SEC USE ONLY (4) SOURCE OF FUNDS* WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware : (7) SOLE VOTING POWER : 3,775,972 : (8) SHARED VOTING NUMBER OF SHARES BENEFICIALLY : 0 OWNED BY EACH REPORTING : PERSON WITH : (9) SOLE DISPOSITIVE : 3,775,972 :(10) SHARED DISPOSITIVE : 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,775,972 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.0% (14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 to the Schedule 13D filed on January 3, 1995 by the Reporting Person (as amended, the "Schedule 13D") is being filed to amend and supplement Items 4, 5 and 6. Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D. The information set forth in the Exhibits attached hereto is hereby expressly incorporated herein by reference and the response to each item of this Amendment is qualified in its entirety by the provisions of such Exhibits. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented as follows: The Reporting Person has been informed by the exchange agent for the Exchange Offer that, as of January 23, 1995, 23,224,028 shares of PriceCostco Common Stock were properly tendered in the Exchange Offer. As a result, the Reporting Person holds 3,775,972 shares of Price Enterprises Common Stock. By letter dated January 23, 1995, a copy of which is attached hereto as Exhibit 4, pursuant to the Amended and Restated Agreement of Transfer and Plan of Exchange dated as of November 14, 1994 between the Reporting Person and the Issuer, a copy of which was attached as Exhibit 3 to the Schedule 13D (the "Transfer and Exchange Agreement"), the Reporting Person notified the Issuer that the Reporting Person desires to sell to the Issuer all of the shares of Price Enterprises Common Stock owned by the Reporting Person. Pursuant to the Transfer and Exchange Agreement, such sale will occur on February 6, 1995. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and supplemented as follows: The Reporting Person is the beneficial owner of 3,775,972 shares of Price Enterprises Common Stock, or 14.0% of the shares of Price Enterprises Common Stock outstanding, based upon 27,000,000 shares of Price Enterprises Common Stock outstanding. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended and supplemented as follows: The information set forth in Item 4 hereof is hereby incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Description 4 Letter, dated January 23, 1995, from Price/Costco, Inc. to Price Enterprises, Inc. SIGNATURE 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. Dated: January 23, 1995 PRICE/COSTCO, INC. By: /s/ Donald E. Burdick Donald E. Burdick Vice President Exhibit Index Exhibit Description Page 4 Letter, dated January 23, 1995, from Price/Costco, Inc. to Price Enterprises, Inc. ___________________________________________________________________________ Exhibit 4 Price/Costco, Inc. 10809 120th Avenue NE Kirkland, Washington 98033 January 23, 1995 Mr. Robert E. Price Chairman of the Board, President and Chief Executive Officer Price Enterprises, Inc. 4649 Morena Boulevard San Diego, California 92117 Re: Price Enterprises Common Stock Dear Robert: Pursuant to Section 3.3(b) of the Amended and Restated Agreement of Transfer and Plan of Exchange, dated as of November 14, 1994, between Price/Costco, Inc. ("PriceCostco") and Price Enterprises, Inc., notice is hereby given that PriceCostco desires to exercise its option to sell to Price Enterprises 3,775,972 shares of common stock of Price Enterprises, constituting all of such shares owned by PriceCostco. Very truly yours, /s/ James D. Sinegal James D. Sinegal President and Chief Executive Officer cc: Scott N. Wolfe, Esq. -----END PRIVACY-ENHANCED MESSAGE-----