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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 5)*
Price Enterprises, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
741444202
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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
May 15, 1998
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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. 741444202
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
7,081,590
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7,081,590
----------- = 29.8%
23,754,016
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
358,490 By Sol Price as Trustee of Price Charitable Remainder Trust*
4,545,170 By Sol Price as Trustee of Price Family Charitable Trust**
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4,903,660 TOTAL
8) Shared Voting Power
2,055,080 by Sol Price as Director of Price Family Charitable Fund
34,950 by Sol Price as Co-Trustee of Marion Brodie Trust
87,900 by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust
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2,177,930 TOTAL
9) Sole Dispositive Power
0 By Sol Price as Trustee of Sol & Helen Price Trust
358,490 By Sol Price as Trustee of Price Charitable Remainder Trust*
4,545,170 By Sol Price as Trustee of Price Family Charitable Trust**
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4,903,660 TOTAL
10) Shared Dispositive Power
2,055,080 by Sol Price as Director of Price Family Charitable Fund
34,950 by Sol Price as Co-Trustee of Marion Brodie Trust
87,900 by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust
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2,177,930 TOTAL
12) Exclusion of Shares
The reporting person disclaims beneficial ownership of the following shares:
2,055,080 Held by Price Family Charitable Fund
34,950 Held by Marion Brodie Trust
87,900 Held by Dorothy Goldberg Charitable Trust
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2,177,930 TOTAL
* Does not include 252,000 shares of Common Stock pledged to the Price
Charitable Remainder Trust to secure certain notes delivered to the Price
Charitable Remainder Trust in connection with sales of such shares to the
pledgors in May 1998. The Price Charitable Remainder Trust does not have the
right to vote or dispose of the pledged shares prior to a default under the
applicable note.
** Does not include 620,000 shares of Common Stock pledged to the Price Family
Charitable Trust to secure certain notes delivered to the Price Family
Charitable Trust in connection with sales of such shares to the pledgors in May
1998. The Price Family Charitable Trust does not have the right to vote or
dispose of the pledged shares prior to a default under the applicable note.
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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
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.
As disclosed herein, Sol Price is the beneficial owner of shares of Price
Enterprises common stock held by the Price Charitable Remainder Trust, the
Price Family Charitable Trust and the Price Family Charitable Fund. On
April 20, 1998, Price Enterprises filed a Registration Statement on Form
S-3 registering for sale 800,000 shares of Price Enterprises common stock
owned by the Price Family Charitable Trust, 400,000 shares owned by the
Price Family Charitable Fund, and 300,000 shares owned by the Price
Charitable Remainder Trust. On May 21, 1998, all sales contemplated by the
Form S-3 were completed, including 620,000 shares sold by the Price Family
Charitable Trust, 15,000 shares sold by the Price Family Charitable Fund
and 252,000 shares sold be the Price Charitable Remainder Trust. On May 22,
1998, Price Enterprises filed a post-effective amendment to the Form S-3 to
deregister the shares not sold thereunder. The selling stockholders
requested the registration to assist Price Enterprises in complying with
ownership limitations applicable to real estate investment trusts,
including the requirement that no more than 50% in value of a REIT's
outstanding shares of stock be owned by five or fewer individuals.
5. INTEREST IN SECURITIES OF THE ISSUER
a) The aggregate number of shares beneficially owned (7,081,590 or
29.8%) is held as follows:
- 358,490 shares by Sol Price as Trustee of Price Charitable
Remainder Trust U/T/D 1/10/83.
- 4,545,170 shares by Sol Price as Trustee of Price Family
Charitable Trust U/T/D 3/10/84.
- 2,055,080 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.
- 87,900 shares by Sol Price as Co-Trustee of Dorothy Goldberg
Charitable Trust.
These shares include 2,177,930 shares of which the reporting person
disclaims beneficial ownership.
These shares do not include the 4,682,198 shares (approximately
19.7%) 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: 4,903,660
Shared power to vote or direct the vote: 2,177,930
Sole power to dispose or direct the disposition: 4,903,660
Shared power to dispose or direct the disposition: 2,177,930
</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 contemplated 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, Sol Price 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, Sol Price has shared
voting and disposition powers over these shares. However, Sol
Price disclaims beneficial ownership of these shares.
11. On April 22, 1996, Sol Price 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 Sol Price became a Co-Trustee of the Trust. As
Co-Trustee, Sol Price has shared voting and dispositive powers
over these shares. However, Sol Price disclaims beneficial
ownership of these shares.
12. Between November 10, 1997 and March 31, 1998, the co-trustees of
the Joseph and Dorothy Goldberg Charitable Trust, with Sol Price
abstaining, sold or made gifts of 34,400 shares.
13. On December 31, 1997, the Price Family Charitable Fund, of which
Sol Price is a director, received 122,080 shares from the Pearl
Effron Trust A per the decedent's bequest.
14. On May 1, 1998, the Price Family Charitable Fund, of which I am a
director, sold 15,000 shares to one individual for $278,437.
15. On May 21, 1998, the Price Family Charitable Fund, of which I am
a director, made gifts of an aggregate of 552,500 shares to three
charitable organizations.
16. On May 15, 1998, the Price Family Charitable Trust, of which I am
a trustee, sold an aggregate of 620,000 shares to nine
individuals for $20.50 per share. In each case, the purchaser
paid $3 per share in cash and $17.50 per share by delivering to
the Price Family Charitable Trust a non-recourse note due May
2002 and bearing interest at 8% per annum, payable quarterly. Each
note is secured by a pledge of the purchased shares to the Price
Family Charitable Trust. The Price Family Charitable Trust does
not have the right to vote or dispose of the pledged shares under
any of the pledge agreements prior to a default under the
applicable note.
17. On May 15, 1998, the Price Charitable Remainder Trust, of which I
am a trustee, sold an aggregate of 202,000 shares to ten
individuals for $20.50 per share. In each case, the purchaser paid
$3 per share in cash and $17.50 per share by delivering to the
Price Charitable Remainder Trust a non-recourse note due May 2002
and bearing interest at 8% per annum, payable quarterly. Each note
is secured by a pledge of the purchased shares to the Price
Charitable Remainder Trust. The Price Charitable Remainder Trust
does not have the right under any of the pledge agreements to vote
or dispose of the pledged shares prior to a default under the
applicable note.
18. On May 21, 1998, the Price Charitable Remainder Trust, of which I
am a trustee, sold an aggregate of 50,000 shares to five
individuals for $20.50 per share. In each case, the purchaser
paid $3 per share in cash and $17.50 per share by delivering to
the Price Charitable Remainder Trust a non-recourse note due May
2002 and bearing interest at 8% per annum, payable quarterly.
Each note is secured by a pledge of the purchased shares to the
Price Charitable Remainder Trust. The Price Charitable Remainder
Trust does not have the right under any of the pledge agreements
to vote or dispose of the pledged shares prior to a default under
the applicable note.
19. Between April 1, 1998 and May 15, 1998, the co-trustees of the
Joseph and Dorothy Golberg Charitable Trust, with Sol Price
abstaining, sold 12,000 shares.
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d) N/A
e) N/A
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER
On May 15, 1998, the Price Family Charitable Trust sold an aggregate of 620,000
shares of Common Stock in the amounts and to the individuals set forth below:
50,000 Paul A. Peterson, Peterson & Price, A Professional Corp., Profit
Sharing Plan -- Trust B
20,000 Keene Wolcott
100,000 Brian and Gerri Monaghan, Trustees, Brian D. and Gerri Monaghan
Trust -- U/T/D 7/15/96
50,000 Jim Cahill
100,000 Stanley Sheinbaum, Trustee, 1989 Sheinbaum Trust, Restated
11/6/92
50,000 White & Robinson, A Professional Corp., Profit Sharing Plan
100,000 Murray Galinson, President, Galinson Holdings LLC
100,000 Mitchell G. Lynn & Alyce S. Lynn, Trustees, Mitchell G. Lynn &
Alyce S. Lynn Trust U/T/D 3/15/85
50,000 Paul and Jackie Horton, Trustees, The Horton Family Trust U/A
12/22/80
In each case, the purchaser paid cash in the amount of $3 per share and
delivered a note in the amount $17.50 per share. Each note is a non-recourse
note due May 15, 2002 and bears interest at 8% per annum, payable quarterly.
Each note is secured by a pledge of the purchased shares to the Price Family
Charitable Trust under a Stock Pledge and Security Agreement dated May 15, 1998.
Each Stock Pledge and Security Agreement provides that the shares will be
pledged to the Price Family Charitable Trust and held in a brokerage account for
so long as the applicable note remains outstanding; provided that the borrower
may instruct the holder of the brokerage account to sell the shares at any time
and pay to the Price Family Charitable Trust the lesser of the proceeds of the
sale or the amount borrowed under the note. All cash dividends and distributions
paid on the pledged shares will be paid to the borrower, but all stock dividends
and distributions will become pledged securities. The Price Family Charitable
Trust does not have the right to vote or dispose of the pledged shares under any
of the pledge agreements prior to a default under the applicable note.
On May 15, 1998, the Price Charitable Remainder Trust sold an aggregate of
202,000 shares of Common Stock in the amounts and to the individuals set forth
below:
30,000 William and Gail Gorham
20,000 George Jezek, Trustee, Jezek Family Trust -- U/T/D 12/4/89
30,000 Gil Partida
50,000 Dr. Daniel Einhorn
15,000 Dr. Roger Cornell
20,000 Raymond E. Peet & W. Dian Peet, Trustees, Peet Family Trust U/A
DTD 05/15/96
10,000 Jack McGrory
10,000 Lawrence Rosenstock and Jean Kluver, Trustees, Lawrence
Rosenstock & Jean Kluver U/T/D 5/12/98
7,000 Sherrie Cousineau
10,000 Theodore P. Hurwitz, Trustee, Theodore P. Hurwitz Trust U/T/D
9/23/91
In each case, the purchaser paid cash in the amount of $3 per share and
delivered a note in the amount $17.50 per share. Each note is a non-recourse
note due May 15, 2002 and bears interest at 8% per annum, payable quarterly.
Each note is secured by a pledge of the purchased shares to the Price Charitable
Remainder Trust under a Stock Pledge and Security Agreement dated May 15, 1998.
Each Stock Pledge and Security Agreement provides that the shares will be
pledged to the Price Charitable Remainder Trust and held in a brokerage account
for so long as the applicable note remains outstanding; provided that the
borrower may instruct the holder of the brokerage account to sell the shares at
any time and pay to the Price Charitable Remainder Trust the lesser of the
proceeds of the sale or the amount borrowed under the note. All cash dividends
and distributions paid on the pledged shares will be paid to the borrower, but
all stock dividends and distributions will become pledged securities. The Price
Charitable Remainder Trust does not have the right to vote or dispose of the
pledged shares under any of the pledge agreements prior to a default under the
applicable note.
On May 21, 1998, the Price Charitable Remainder Trust sold an aggregate of
50,000 shares of Common Stock in the amounts and to the individuals set forth
below:
10,000 Nancy Evans
10,000 Margaret Evans
5,000 Robert H. Gleason
20,000 Anne Ledford Evans
5,000 The Cherashore Family Trust U/T/D DTD 4/18/97
In each case, the purchaser paid cash in the amount of $3 per share and
delivered a note in the amount $17.50 per share. Each note is a non-recourse
note due May 15, 2002 and bears interest at 8% per annum, payable quarterly.
Each note is secured by a pledge of the purchased shares to the Price Charitable
Remainder Trust under a Stock Pledge and Security Agreement dated May 21, 1998.
Each Stock Pledge and Security Agreement provides that the shares will be
pledged to the Price Charitable Remainder Trust and held in a brokerage account
for so long as the applicable note remains outstanding; provided that the
borrower may instruct the holder of the brokerage account to sell the shares at
any time and pay to the Price Charitable Remainder Trust the lesser of the
proceeds of the sale or the amount borrowed under the note. All cash dividends
and distributions paid on the pledged shares will be paid to the borrower, but
all stock dividends and distributions will become pledged securities. The Price
Charitable Remainder Trust does not have the right to vote or dispose of the
pledged shares under any of the pledge agreements prior to a default under the
applicable note.
7. EXHIBITS
1. Form of Purchase and Sale Agreement
2. Form of Promissory Note Secured by Pledge of Stock
3. Form of Stock Pledge and Security Agreement
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.
MAY 21, 1998 /s/ Sol Price
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Date Sol Price
