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[LOGO]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. Eight)*
The Price REIT, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74147T105
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(CUSIP Number)
George Jezek, 7979 Ivanhoe Ave, Suite 524 La Jolla, CA 92037 (619) 551-2320
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 11, 1997
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(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 or 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).
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SCHEDULE 13D
CUSIP No. 741 4T 105 Page 2 of 7 Pages
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) [ ]
(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) [ ] N/A
6) Citizenship or Place of Organization U.S. Citizen
Number of (7) Sole Voting Power SEE ADDENDUM
Shares
Beneficially (8) Shared Voting Power SEE ADDENDUM
Owned by
Each Reporting (9) Sole Dispositive Power SEE ADDENDUM
Person
With (10) Shared Dispositive Power SEE ADDENDUM
11) Aggregate Amount Beneficially Owned by Each Reporting Person 498,015
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ] SEE ADDENDUM
13) Percent of Class Represented by Amount in Row (11)
498,015
------------ = 4.67%
10,670,249
14) Type of Reporting Person IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13 D Page 3 of 7
ADDENDUM
#7. Sole Voting Power
54,787 By Self as Trustee of Sol and Helen Price Trust
236,985 By Self as Trustee of Price Family Charitable Trust
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291,772 TOTAL
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#8. Shared Voting Power
26,300 By Self as Co-Trustee of Earle I. and Marion Brodie Trust II
72,943 By Self as Co-Trustee of Marion Brodie Trust
7,000 By Self as Co-Trustee of Goldberg Charitable Trust
100,000 By Self as Director of Price Family Charitable Fund
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206,243 TOTAL
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#9. Sole Dispositive Power
54,787 By Self as Trustee of Sol and Helen Price Trust
236,985 By Self as Trustee of Price Family Charitable Trust
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291,772 TOTAL
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#10. Shared Dispositive Power
26,300 By Self as Co-Trustee of Earle I. and Marion Brodie Trust II
72,943 By Self as Co-Trustee of Marion Brodie Trust
7,000 By Self as Co-Trustee of Goldberg Charitable Trust
100,000 By Self as Director of Price Family Charitable Fund
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206,243 TOTAL
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#12. Exclusion of Shares
The reporting person disclaims beneficial ownership of the following
shares:
7,000 Held by Goldberg Charitable Trust
26,300 Held by Earle I. and Marion Brodie Trust II
72,943 Held by Marion Brodie Trust
100,000 Held by Price Family Charitable Fund
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206,243 TOTAL
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SCHEDULE 13D
1. Security and Issuer
The Price REIT, Inc.
Series B Common Stock
George Jezek, Secretary
7979 Ivanhoe Avenue, Suite 524
La Jolla, CA 92037
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
Of the total of 500,000 shares disclosed in my original Schedule 13D
dated August 12, 1993 (see first three paragraphs of Item 5(c)),
25,000 shares were purchased on the open market for $800,000.00 with
personal funds taken from savings of the Sol and Helen Price Trust,
450,000 shares were purchased at the closing of a public offering for
$14.625 million with funds from repayment by the Company of a Note
Payable to the Price Family Charitable Trust and 25,000 shares were
purchased on the open market for $800,000.00 by myself as Trustee of
the Price Family Charitable Trust with Trust funds that were available
for investment.
All 32,200 shares disclosed in Amendment No. 1 to my Schedule 13D
dated December 20, 1993 (see fourth through eighth paragraphs of Item
5(c)) were purchased with personal funds of the Sol and Helen Price
Trust as follows:
<TABLE>
<S> <C>
12/17/93 17,200 shares @ $30.75 in a private transaction;
12/20/93 5,000 shares @ $29.75 on the open market;
12/21/93 5,000 shares @ $29.75 on the open market; and
12/23/93 5,000 shares @ $29.25 on the open market.
</TABLE>
The total dollar amount was $972,650.00.
See Item 5(c) for a discussion of additional purchases, including the
sources and amounts of funds used in making such purchases.
4. Purpose of Transaction
The purpose of the acquisitions of the securities was for investment
purposes only. I may be making additional purchases from time to time
in the future for investment purposes but have not determined the
extent of such purchases, if any. The articles and bylaws of The
Price REIT, Inc. prevent any shareholder from acquiring more than 9.8%
of the total shares outstanding.
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This Amendment No. 8 to my Schedule 13D is being filed in electronic
format and restates the entire text of my previous Schedules 13D
pursuant to Rule 101(a)(2) of Regulation S-T.
5. Interest in Securities of the Issuer
a) The aggregate number of shares beneficially owned is held as
follows:
- 54,787 shares by Sol Price as Trustee of Sol and Helen Price
Trust U/T/D 2/20/70
- 286,985 shares by Sol Price as Trustee of Price Family
Charitable Trust U/T/D 2/20/70
- 7,000 shares by Sol Price as Co-Trustee of the Goldberg
Charitable Trust
- 26,300 shares by Sol Price as Co-Trustee of Earle I. and
Marion Brodie Trust II U/T/D 4/20/70
- 72,943 shares by Sol Price as Co-Trustee of Marion Brodie
Trust U/T/D 4/23/96
- 100,000 shares by Sol Price as Director of the Price Family
Charitable Fund
These shares include 206,243 shares of which the reporting
person disclaims beneficial ownership.
b) Sole power to vote or direct the vote 341,772
Shared power to vote or direct the vote 206,243
Sole power to dispose or direct the disposition 341,772
Shared power to dispose or direct the disposition 206,243
c) On August 12, 1993, I purchased as Trustee of the Price Family
Charitable Trust 450,000 shares for cash at the initial
offering price of $32.50/share from the issuer at the closing
of a public offering.
On August 13, 1993, I purchased as Trustee of the Price Family
Charitable Trust 25,000 shares for cash at a price of
$32.00/share on the open market.
On August 13, 1993, I purchased as Trustee of the Sol and
Helen Price Trust 25,000 shares for cash at a price of
$32.00/share on the open market.
On December 3, 1993, I converted 180,000 shares of Price REIT
Class "A" common shares to 180,000 shares of Price REIT "B"
common shares as Trustee of the Price Family Charitable Trust
pursuant to conversion rights offered by the Company.
On December 17, 1993, I purchased as Trustee of the Sol and
Helen Price Trust, 17,200 shares for cash in a private
transaction at a price of $30.75/share.
On December 20, 1993, I purchased as Trustee of the Sol and
Helen Price Trust, 5,000 shares for cash on the open market at
a price of $29.75/share.
On December 21, 1993, I purchased as Trustee of the Sol and
Helen Price Trust, 5,000 shares for cash on the open market at
a price of $29.75/share.
On December 23, 1993, I purchased as Trustee of the Sol and
Helen Price Trust, 5,000 shares for cash on the open market at
a price of $29.25/share.
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On January 3, 1994, I became successor Trustee of the Mandell
Weiss Trust U/T/D September 18, 1981. The Trust owns 15,000
shares of Price REIT "B" common shares over which, as Trustee,
I have sole voting and dispositive powers. However, I
disclaim beneficial ownership of these shares.
On December 21, 1994, I made bona fide gifts of 3,900 shares
as Trustee of the Sol and Helen Price Trust U/T/D 2/20/70.
On December 1, 1994, I made bona fide gifts of 4,100 shares as
Trustee of the Sol and Helen Price Trust U/T/D 2/20/70.
On October 1, 1994, I received 928 shares as Trustee of the
Sol and Helen Price Trust U/T/D 2/20/70 under the Price REIT's
dividend re-investment program.
On October 1, 1994, I received 14,266 shares as Trustee of the
Price Family Charitable Trust U/T/D 3/13/84 under the Price
REIT's dividend re-investment program.
On June 30, 1994, I received 772 shares as Trustee of the Sol
and Helen Price Trust U/T/D 2/20/70 under the Price REIT's
dividend re-investment program.
On June 30, 1994, I received 11,860 shares as Trustee of the
Price Family Charitable Trust U/T/D 3/13/84 under the Price
REIT's dividend re-investment program.
On June 20, 1994, I resigned as Co-Trustee of the Mandell
Weiss Trust U/T/D September 18, 1981 and ceased to have any
voting or dispositive powers over the 15,000 shares held by
that Trust which were reported on my Schedule 13D filing of
January 12, 1994. I had disclaimed beneficial ownership of
these shares at that time.
On September 5, 1995, I consented to act as successor
Co-Trustee of the Earle I. and Marion Brodie Trust. The Trust
owned 62,943 shares of Price REIT common stock at that time.
Pursuant to the terms of the Trust Agreement, the assets
subsequently were split into Trust I which continued to hold
the 62,943 shares and Trust II. As Co-Trustee, I have shared
voting and dispositive powers over these shares. However, I
disclaim beneficial ownership of these shares.
Between October 27, 1995 and March 22, 1995, the Earle I. and
Marion Brodie Trust II acquired 26,300 shares on the open
market at prices ranging from $28-5/8 to $30 per share for a
total cost of $778,520.00. All purchases were paid for with
personal funds of Trust II. I disclaim beneficial ownership
of these shares.
On April 23, 1996 the Earle I. and Marion Brodie Trust I became
the Marion Brodie Trust U/T/D April 23, 1996, of which I
continue to be co-Trustee.
Between April 24, 1996 and April 30, 1996, the Marion Brodie
Trust acquired 10,000 shares on the open market at prices
ranging from $29-1/8 to $29-3/8 per share for a total cost of
$293,004.70. All purchases were paid for with personal funds
of Trust I. I disclaim beneficial ownership of these shares.
On April 22, 1996, I was appointed Attorney-in-Fact by Dorothy
Goldberg, Trustee, of the Joseph and Dorothy Goldberg Trust
U/T/D June 8, 1981. The Trust owned
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4,000 shares of Price REIT common stock at that time. As
Attorney-in-Fact, I have sole voting and dispositive powers
over these shares. However, I disclaim beneficial ownership
of these shares.
On May 8, 1996, I purchased 3,000 shares of Price REIT common
stock as Attorney-in-Fact for the Joseph and Dorothy Goldberg
Trust. The shares were purchased at $29-1/4 per share for a
total cost of $88,482.50. The purchase was paid with personal
funds of the Trust. I disclaim beneficial ownership of these
shares.
Between April 19, 1996 and April 24, 1996, I purchased 10,000
shares of Price REIT common stock as Trustee of the Sol and
Helen Price Trust on the open market at prices ranging from
$29-1/8 to $29-1/2 per share for a total cost of $293,075.00.
All purchases were paid for with personal funds of the Trust.
On June 16, 1996, the Joseph and Dorothy Goldberg Family Trust
became the Goldberg Charitable Trust, of which I am Co-Trustee.
I disclaim beneficial ownership of the shares held by the
Goldberg Charitable Trust.
On September 9, 1996, as Trustee of Sol & Helen Price Trust, I
made bonafide gifts of a total of 1,500 shares to three (3)
public charities.
On July 15, 1996, as Trustee of Sol & Helen Price Trust I made
bonafide gifts of a total of 500 shares to two (2) individuals.
Between November 5 and November 30, 1996, as Trustee of The
Price Family Charitable Trust, I sold a total of 19,000 shares
on the open market at prices ranging from $33.25 to $34.50 for
total proceeds of $646,523.47.
On December 4, 1996, as Trustee of The Price Family Charitable
Trust, I transferred 200,000 shares as a contribution to The
Price Family Charitable Fund, of which I am a Director. I
disclaim beneficial ownership of these shares.
On December 4, 1996, as Trustee of Sol & Helen Price Trust, I
made bonafide gifts of a total of 500 shares to two (2)
individuals.
On December 5, 1996, as Trustee of Sol & Helen Price Trust, I
made bonafide gifts of a total of 1,200 shares to seven (7)
individuals.
On December 31, 1996, as Trustee of The Price Family Charitable
Trust, I sold a total of 1,000 shares on the open market at
$38.375 for total proceeds of $38,375.00.
On January 9, 1997, as Trustee of Sol & Helen Price Trust, I
made bona fide gifts of 500 shares to two (2) individuals.
On January 16, 1997, the Company sold 1,600,000 shares of
common stock through an underwritten secondary offering thereby
increasing the number of shares outstanding.
On January 16, 1997, as Trustee of Price Family Charitable
Trust, I sold 100,000 shares in the public market through an
investment advisor at an average price of $37.34 per share.
On January 16, 1997, the Price Family Charitable Fund, of which
I am Director, sold 50,000 shares in the public market through
an investment advisor at an average price of $37.34. I disclaim
beneficial ownership of all shares owned by the fund.
On January 17, 1997, as Trustee of Price Family Charitable
Trust, I sold 5,000 shares in the public market at an average
price of $37.375 per share.
Between February 10 and March 5, 1997, as Trustee of The Price
Family Charitable Trust, I sold a total of 100,000 shares in
the public market through an investment advisor at prices
ranging from $36.75 to 37.00 for total proceeds of
$3,679,188.60.
Between February 10 and March 5, 1997, The Price Family
Charitable Fund, of which I am Director, sold 50,000 shares in
the public market through an investment advisor at prices
ranging from $36.75 to 37.00 for total proceeds of
$1,839,594.30, I disclaim beneficial ownership of all shares
owned by the fund.
On March 11, 1997, Sol Price as Trustee of the Price Family
Charitable Trust Sold 50,000 shares in the public market
through an investment advisor at a price of $36.8875 per share
for total proceeds of $1,841,313.52.
d) N/A
e) On March 11, 1997 the Reporting Person ceased to be the
beneficial owner of more than five percent of the Common Stock
of The Price REIT, Inc.
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.
March 17, 1997 /s/ Sol Price
Date -------------------
Sol Price
