SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ZIONS COOPERATIVE MERCANTILE INSTITUTION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
989705108
(CUSIP Number)
John Price
35 Century Park-Way
Salt Lake City, Utah 84115
(801) 486-3911
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Jay L. Bernstein, Esq.
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000
December 28, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. |_|
(Continued on following pages)
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CUSIP No. 989705108 13D Page 2 of 5 Pages
1. Name of Reporting Persons/
I.R.S. Identification Nos. of Above Persons (Entities Only)
JOHN PRICE
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)|_|
(b)|_|
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)|_|
6. Citizenship or Place of Organization
UNITED STATES
Number 7. Sole Voting Power
of 110,285
Beneficially 8. Shared Voting Power
Owned By
Each Reporting 9. Sole Dispositive Power
Person With 110,285
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned By Each Reporting Person
110,285
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)|_|
13. Percent of Class Represented By Amount in Row (11)
5.0%
14. Type of Reporting Person
IN
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SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.001 per share
(the "Common Stock"), of Zions Cooperative Mercantile Institution (the
"Issuer"), whose principal executive offices are located at 2200 South 900 West,
South Salt Lake City, Utah 84119.
Item 2. Identity and Background.
(a)-(c) The name of the person filing this statement is John Price (the
"Purchaser"). The Purchaser's present principal occupation is Chairman of the
Board of Directors and Chief Executive Officer of JP Realty, Inc., a Maryland
corporation. The Purchaser's business address is 35 Century Park-Way, Salt Lake
City, Utah 84115.
(d)-(e) During the past five years the Purchaser has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in the Purchaser being subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The Purchaser is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds used by the Purchaser to acquire the
110,285 shares of Common Stock (the "Owned Common Stock") was approximately
$1,490,176. The Purchaser used personal finances to make the acquisitions.
Item 4. Purpose of the Transaction.
The Purchaser acquired the Owned Common Stock for investment purposes.
The Purchaser will continuously assess the Issuer's business, financial
condition, results of operations and prospects, general economic, financial and
industry conditions, the securities markets and future trading prices in general
and those for the Issuer's Common Stock in particular, other developments and
other investment opportunities. Depending on such assessments, the Purchaser may
acquire additional shares of Common Stock or may determine to sell or otherwise
dispose of all or some of his holdings of Common Stock.
Except as described above, the Purchaser has no current plans or
proposals which relate to, or would result in, any of the matters set forth in
subparagraphs (a) through (j) of Item 4 of Schedule 13D under the Securities
Exchange Act of 1934.
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Item 5. Interest in Securities of the Issuer.
(a)-(b) As of December 28, 1998, the Purchaser is the direct record and
beneficial owner of the Owned Common Stock and has the sole voting and
dispositive powers with respect to the Owned Common Stock. The Owned Common
Stock constitutes approximately 5.0% of the outstanding shares of Common Stock
of the Issuer.
(c) The Purchaser has made the following acquisitions of the Owned
Common Stock, all of which were open market transactions, during the 60 days
prior to December 28, 1998:
Date # of Shares Avg. Price Per Approximate Cost
Share
11/02/98 500 15.13 7,565
11/03/98 200 15.40 3,080
11/24/98 2,000 15.29 30,575
12/03/98 543 15.41 8,367
12/14/98 1,000 15.33 15,328
12/15/98 2,000 15.29 30,580
12/15/98 3,000 15.35 46,050
12/16/98 4,000 15.35 61,390
12/28/98 350 15.93 5,574
(d) No other person has the right to receive, or the power to direct
receipt of, ordinary cash dividends from, or the proceeds from the sale of, the
Owned Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
There are no contracts, arrangements or other understandings between
the Issuer and the Purchaser relating to the Common Stock or other securities of
the Issuer.
Item 7. Material to be Filed as Exhibits
None
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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 6, 1999
John Price
/s/ John Price
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