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THIS DOCUMENT IS AN ELECTRONIC CONFIRMING COPY OF THE SCHEDULE 13D AMENDMENT
NO. 1 PREVIOUSLY FILED WITH THE COMMISSION BY PAPER COPY ON MARCH 4, 1994.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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Price/Costco, Inc.
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(Name of Insurer)
Common Stock
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(Title of Class of Securities)
74143W-10 2
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(CUSIP Number)
Richard Galanti, 10809 120th Avenue, N.E. P.O. Box 97077 Kirkland, WA 98083
(206)828-8100
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 4, 1994
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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 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).
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Page 2 of 5
SCHEDULE 13D
CUSIP No. 74143W-10 2
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) / /
N/A (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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 10,860,250
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 10,860,250
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,860,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
Reporting person disclaims beneficial ownership of 424,186 shares held by
Mandell Weiss Trust U/T/D 9/18/81
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10,860,250
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217,824,368 = 4.985%
14 TYPE OF REPORTING PERSON:
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5
SCHEDULE 13D
1. SECURITY AND ISSUER
Price/Costco, Inc.
Common Stock
Richard Galanti
10809 120th Avenue, N.E.
P.O. Box 97077
Kirkland, WA 98083
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
N/A
4. PURPOSE OF TRANSACTION
N/A
5. INTEREST IN SECURITIES OF THE ISSUER
a) The aggregate number of shares beneficially owned (10,860,250 or
4.985%) is held as follows:
- 5,814,510 By self as Trustee of Sol and Helen Price Trust
- 3,731,760 By self as Trustee of Price Family Charitable
Trust
- 517,490 By self as Trustee of Price Charitable Remainder
Trust
- 424,186 By self as Successor Trustee of Mandell Weiss
Trust
- 341,243 Right to acquire through conversion of $7.69
million of Convertible Debentures by self as
Trustee of Sol and Helen Price Trust
- 31,061 Right to acquire through conversion of $.7 million
of Convertible Debentures by self as Trustee of
Price Family Charitable Trust
All shares held and the right to acquire shares, with the exception of
those shares held as Successor Trustee of the Mandell Weiss Trust,
were received pursuant to the merger of Price/Costco, Inc., which was
effective on October 21, 1993.
b) SOLE VOTING POWER
6,155,753 By self as Trustee of Sol and Helen Price Trust
3,762,821 By self as Trustee of Price Family Charitable
Trust
517,490 By self as Trustee of Price Charitable Remainder
Trust
424,186 By self as Trustee of Mandell Weiss Trust
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10,860,250 TOTAL
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Page 4 of 5
SOLE DISPOSITIVE POWER
6,155,753 By self as Trustee of Sol and Helen Price Trust
3,762,821 By self as Trustee of Price Family Charitable
Trust
517,490 By self as Trustee of Price Charitable Remainder
Trust
424,186 By self as Trustee of Mandell Weiss Trust
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10,860,250 TOTAL
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c) The following sales were effected since the last Schedule 13(D) filing
dated January 3, 1994:
1. By self as Trustee of Sol and Helen Price Trust
DATE SHARES PRICE
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2/03 13,000 $17.3942
2/04 13,000 17.5962
2/07 12,000 17.1458
2/08 13,000 17.12
2/09 13,000 17.49
2/10 13,000 17.57
2/11 8,000 17.66
2/14 13,000 17.50
2/15 13,000 17.48
2/16 13,000 18.08
2/17 10,000 18.88
2/18 13,000 18.77
2/22 13,000 18.64
2/23 13,000 18.87
2/24 13,000 18.72
2/25 13,000 19.39
2/28 13,000 19.88
3/01 13,000 19.53
3/02 13,000 19.41
3/03 13,000 21.01
3/04 13,000 20.875
2. By self as Trustee of Price Charitable Remainder Trust
DATE SHARES PRICE
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1/27 13,000 $17.76
1/28 12,000 17.625
1/31 13,000 17.59
2/01 13,000 17.38
2/02 13,000 17.09
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Page 5 of 5
3. By self as Successor Trustee of Mandell Weiss Trust
DATE SHARES PRICE
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2/07 6,922 $17.18175
2/15 5,000 17.625
2/16 10,000 18.125
2/16 10,000 17.625
2/17 1,000 19.25
2/17 10,000 18.875
2/24 5,000 18.935
2/25 10,000 19.375
2/25 5,000 19.75
2/28 5,000 19.375
2/28 5,000 20
3/01 10,000 19.50
3/02 5,000 19.375
3/02 5,000 19.56
3/03 19,000 21.50
3/03 5,000 20.125
3/04 5,000 20.75
3/04 5,000 20.875
3/04 5,000 21
4. By self as gifts to public charities as Trustee of Sol and Helen
Price Trust
DATE SHARES
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2/25 1,265
3/03 45,500
d) The Mandell Weiss Trust, of which I am the sole Trustee, is entitled
and received all proceeds of the sales of 131,922 shares of the
reported security as described in 5(c) above.
e) On March 4, 1994, I ceased to be a beneficial owner of more than five
percent of the class of securities.
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 14, 1994 /s/ Sol Price
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Date Sol Price
