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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 3)*
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)
Kathleen M. Hillan 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
November 14, 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 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
See Attached
NUMBER OF
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
8,445,410
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8,445,410
----------- = 36.3%
23,291,294
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
0 By Sol Price as Trustee of Sol & Helen Price Trust
610,490 By Sol Price as Trustee of Price Charitable Remainder Trust
5,165,170 By Sol Price as Trustee of Price Family Charitable Trust
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5,775,660 TOTAL
8) Shared Voting Power
2,500,500 by Sol Price as Director of Price Family Charitable Fund
34,950 by Sol Price as Co-Trustee of Marion Brodie Trust
134,300 by Sol Price as Co-Trustee of Dorothy Goldberg Trust
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2,669,750 TOTAL
9) Sole Dispositive Power
0 By Sol Price as Trustee of Sol & Helen Price Trust
610,490 By Sol Price as Trustee of Price Charitable Remainder Trust
5,165,170 By Sol Price as Trustee of Price Family Charitable Trust
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5,775,660 TOTAL
10) Shared Dispositive Power
2,500,500 by Sol Price as Director of Price Family Charitable Fund
34,950 by Sol Price as Co-Trustee of Marion Brodie Trust
134,300 by Sol Price as Co-Trustee of Dorothy Goldberg Trust
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2,669,750 TOTAL
12) Exclusion of Shares
The reporting person disclaims beneficial ownership of the following shares:
2,500,500 Held by Price Family Charitable Fund
34,950 Held by Marion Brodie Trust
134,300 Held by Dorothy Goldberg Trust
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2,669,750 TOTAL
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
1. SECURITY AND ISSUER
Price Enterprises, Inc.
Common Stock
Kathleen M. Hillan,
Senior Vice President--
Finance and Chief Financial Officer
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 disclosed on Amendment No. 1 to the Schedule 13D 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"). See Item 5(c) for a discussion of additional
transactions, including the sources and amounts of funds used in making
such transactions.
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 (8,445,410 or
36.3%) is held as follows:
- 610,490 shares by Sol Price as Trustee of Price Charitable
Remainder Trust U/T/D 1/10/83.
- 5,165,170 shares by Sol Price as Trustee of Price Family
Charitable Trust U/T/D 3/10/84.
- 2,500,500 shares by Sol Price as a Director of The Price Family
Charitable Fund.
- 34,950 shares by Sol Price as Co-Trustee of Marion Brodie
Trust.
- 134,300 shares by Sol Price as Co-Trustee of Dorothy Goldberg
Trust.
These shares include 2,669,750 shares of which the reporting person
disclaims beneficial ownership.
These shares do not include the 2,627,413 shares (approximately
11.28%) of Price Enterprises common stock beneficially owned by
Robert Price, the son of Sol Price.
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b) The power to vote and the power to dispose of such shares is as
follows:
<TABLE>
<S> <C>
Sole power to vote or direct the vote: 5,775,660
Shared power to vote or direct the vote: 2,669,730
Sole power to dispose or direct the disposition: 5,775,660
Shared power to dispose or direct the disposition: 2,669,750
</TABLE>
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.
As comtemplated by the Exchange Offer, on February 9, 1995,
Price/Costco consummated the sale to Price Enterprises, effective as
of February 6, 1995, of the remaining 3,775,972 shares of Price
Enterprises common stock owned by Price/Costco following consummation
of the Exchange Offer. Such sale reduced the number of outstanding
shares of Price Enterprises common stock from 27,000,000 to 23,224,028
and correspondingly increased Sol Price's percentage ownership of
Price Enterprises common stock from approximately 30.72% to
approximately 35.71%.
1. On November 21, 1997, Sol Price, as Trustee of the Sol and Helen
Price Trust, transferred 500,000 shares of Price Enterprises
common stock as a contribution to the Price Family Charitable
Trust.
2. On November 14, 1997, Sol Price, as Trustee of the Sol and Helen
Price Trust, transferred 1,020,410 shares of Price Enterprises
common stock as a contribution to the Price Family Charitable
Trust.
3. Between June 5, 1997 and November 10, 1997, as co-trustee of
the Joseph and Dorothy Goldberg Trust, I sold 25,000 shares of
Price Enterprises common stock on the open market at prices
ranging from $17.875 to $22.50 per share for total consideration
of $497,687.50.
4. On October 10, 1997, Sol Price, as Trustee of the Sol and Helen
Price Trust, made a bona fide gift of 9,000 shares to sixteen (16)
individuals.
5. On December 4, 1996, Sol Price as Trustee of The Price Family
Charitable Trust transferred 2,500,000 shares as a contribution
to The Price Family Charitable Fund (formerly the Sol and Helen
Price Foundation).
6. On December 4, 1996, Sol Price as Trustee of the Sol and Helen
Price Trust made a bona fide gift of 500 shares to two (2)
individuals.
7. On June 14, 1996, Sol Price as Trustee of the Sol and Helen
Price Trust made a bona fide gift of 2,500 shares to two (2)
individuals.
8. On January 2, 1996, Sol Price as Trustee of the Sol and Helen
Price Trust made a bona fide gift of 1,300 shares to two (2)
individuals.
9. On December 20, 1995, Sol Price as Trustee of the Sol and Helen
Price Trust made a bona fide gift of 4,200 shares to thirteen
(13) individuals.
10. On September 5, 1995, I consented to act as successor
Co-Trustee of the Earle I. and Marion Brodie Trust. The Trust
owned 34,950 shares of common stock of Price Enterprises, Inc.,
at that time. Pursuant to the terms of the Trust Agreement, the
assets were subsequently split into Trust I which continued to
hold the 34,950 shares and Trust II. Trust I was later renamed
the Marion Brodie Trust. As Co-Trustee, I have shared voting
and disposition powers over these shares. However, I disclaim
beneficial ownership of these shares.
11. On April 22, 1996, I was appointed Attorney-in-Fact by Dorothy
Goldberg, Trustee, of the Joseph and Dorothy Goldberg Trust.
The Trust owned 159,300 shares of Price Enterprises, Inc., at
that time. Mrs. Goldberg passed away on June 16, 1996, at which
time I became a Co-Trustee of the Trust. As Co-Trustee, I have
shared voting and dispositive powers over these shares. However,
I disclaim beneficial ownership of these shares.
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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.
November 21, 1997 /s/ Sol Price
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Date Sol Price
