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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20540
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No _____)*
Price Enterprises, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
741444103
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(CUSIP Number)
Daniel T. Carter 4649 Morena Blvd. San Diego, CA 92117
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(Name, Address and Telephone of Person Authorized to Receive Notice and
Communications) (619) 581-4889
December 21, 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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SCHEDULE 13D
CUSIP No. 741444103
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
00
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 See Attached
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See Attached
EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH See Attached
10 SHARED DISPOSITIVE POWER
See Attached
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,293,660
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8,293,660
----------- = 30.72%
27,000,000
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
Number of Shares Beneficially Owned by Each Reporting Person With
7) Sole Voting Power
1,537,910 By Sol Price as Trustee of Sol & Helen Price Trust
610,490 By Sol Price as Trustee of Price Charitable Remainder Trust
6,144,760 By Sol Price as Trustee of Price Family Charitable Trust
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8,293,160 TOTAL
8) Shared Voting Power
500 by Sol Price as a Director of the Sol & Helen Price Foundation
9) Sole Dispositive Power
1,537,910 By Sol Price as Trustee of Sol & Helen Price Trust
610,490 By Sol Price as Trustee of Price Charitable Remainder Trust
6,144,760 By Sol Price as Trustee of Price Family Charitable Trust
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8,293,160 TOTAL
10) Shared Dispositive Power
500 by Sol Price as a Director of the Sol & Helen Price Foundation
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
1. SECURITY AND ISSUER
Price Enterprises, Inc.
Common Stock
Daniel Carter, Exec. V.P. and Secretary
4649 Morena Blvd.
San Diego, CA 92117
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
All shares were acquired through a one-for-one exchange offer of shares
of common stock of Price/Costco, Inc. for shares of common stock of Price
Enterprises, Inc., pursuant to the Offering Circular/Prospectus of
Price/Costco, Inc. and Price Enterprises, Inc., dated November 21, 1994, as
supplemented (the "Exchange Offer").
4. PURPOSE OF TRANSACTION
The purpose of the acquisition of Price Enterprises common stock through
the Exchange Offer was for investment purposes only.
5. INTEREST IN SECURITIES OF THE ISSUER
a) The aggregate number of shares beneficially owned (8,293,660
or 30.72%) is held as follows:
- 1,537,910 shares by Sol Price as Trustee of Sol and Helen Price
Trust U/T/D 2/20/70.
- 610,490 shares by Sol Price as Trustee of Price Charitable
Remainder Trust U/T/D 1/10/83.
- 6,144,760 shares by Sol Price as Trustee of Price Family
Charitable Trust U/T/D 3/10/84.
- 500 shares by Sol Price as a Director of the Sol & Helen
Price Foundation.
b) The power to vote and the power to dispose of such shares is as
follows:
Sole power to vote or direct the vote: 8,293,160
Shared power to vote or direct the vote: 500
Sole power to dispose or direct the disposition: 8,293,160
Shared power to dispose or direct the disposition: 500
c) On December 21, 1994, Sol Price, as Trustee of Sol and Helen Price
Trust, Price Charitable Remainder Trust and Price Family Charitable
Trust, acquired 8,293,160 shares of Price Enterprises common stock
through the Exchange Offer. On December 21, 1994, the Sol & Helen
Price Foundation, of which Sol Price is a Director, acquired
500 shares of Price Enterprises common stock through the Exchange
Offer.
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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.
December 23, 1994 /s/ Sol Price
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Date Sol Price
