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THIS DOCUMENT IS AN ELECTRONIC CONFIRMING COPY OF THE SCHEDULE 13D PREVIOUSLY
FILED WITH THE COMMISSION BY PAPER COPY ON JANUARY 3, 1994.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20540
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No _____)*
Price/Costco, Inc.
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(Name of Issuer)
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
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(Name, Address and Telephone of Person Authorized to Receive Notice and
Communications) (206) 828-8100
January 3, 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 /X/. (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 4
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 11,366,937
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 11,366,937
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,366,937
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
Reporting person disclaims beneficial ownership of 556,108 shares held by
Mandell Weiss Trust U/T/D 9/18/81
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11,366,937
----------- = 5.22%
217,824,368
14 TYPE OF REPORTING PERSON*
IN
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Page 3 of 4
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 (11,366,937 or
5.22%) is held as follows:
- 6,125,275 By self as Trustee of Sol and Helen Price Trust
- 3,731,760 By self as Trustee of Price Family Charitable Trust
- 581,490 By self as Trustee of Price Charitable Remainder Trust
- 556,108 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
6,466,518 By self as Trustee of Sol and Helen Price Trust
3,762,821 By self as Trustee of Price Family Charitable Trust
581,490 By self as Trustee of Price Charitable Remainder Trust
556,108 By self as Trustee of Mandell Weiss Trust
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11,366,937 TOTAL
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Page 4 of 4
SOLE DISPOSITIVE POWER
6,466,518 By self as Trustee of Sol and Helen Price Trust
3,762,821 By self as Trustee of Price Family Charitable Trust
581,490 By self as Trustee of Price Charitable Remainder Trust
556,108 By self as Trustee of Mandell Weiss Trust
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11,366,937 TOTAL
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c) On January 3, 1994, I became Successor Trustee of the Mandell Weiss
Trust U/T/D September 18, 1981. The Trust owns 556,108 shares of the
common stock of Price/Costco, Inc. which, as Trustee, I have sole
voting and dispositive powers. However, I disclaim beneficial
ownership of these shares.
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.
January 12, 1994 /s/ Sol Price
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Date Sol Price
