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)
8 3/4% Series A Cumulative Redeemable Preferred Stock
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(Title of Class of Securities)
741444 301
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(CUSIP Number)
Kathleen M. Hillan 4649 Morena Blvd. San Diego, CA 92117 (619) 581-4889
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(Name, Address and Telephone of Person Authorized to Receive Notice and
Communications)
November 17, 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 / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. 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. 741444 301
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
7,032,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7,032,090
----------- = 29.6%
23,758,282
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
Number of Shares of 8 3/4% Series A Cumulative Redeemable Preferred Stock
("Series A Preferred Stock") 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*
5,375,170 By Sol Price as Trustee of Price Family Charitable Trust**
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5,733,660 TOTAL
8) Shared Voting Power
1,097,580 by Sol Price as Director of Price Family Charitable Fund
34,950 by Sol Price as Co-Trustee of Marion Brodie Trust
65,900 by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust
100,000 by Sol Price as Co-Trustee of the Earl I. and Marion Brodie Trust II
- ---------
1,298,430 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*
5,375,170 By Sol Price as Trustee of Price Family Charitable Trust**
- ---------
5,733,660 TOTAL
10) Shared Dispositive Power
1,097,580 by Sol Price as Director of Price Family Charitable Fund
34,950 by Sol Price as Co-Trustee of Marion Brodie Trust
65,900 by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust
100,000 by Sol Price as Co-Trustee of the Earl I. and Marion Brodie Trust II
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1,298,430 TOTAL
12) Exclusion of Shares
The reporting person disclaims beneficial ownership of the following shares:
1,097,580 Held by Price Family Charitable Fund
34,950 Held by Marion Brodie Trust
65,900 Held by Dorothy Goldberg Charitable Trust
100,000 by Sol Price as Co-Trustee of the Earl I. and Marion Brodie Trust II
- ---------
1,298,430 TOTAL
* Does not include 252,000 shares of Series A Preferred Stock pledged to the
Price Charitable Remainder Trust to secure certain notes delivered to the Price
Charitable Remainder Trust in connection with sales of shares of Common Stock of
Price Enterprises, Inc. ("Common Stock") to the pledgors in May 1998. In
connection with such sales of Common Stock, the purchasers agreed to pledge the
shares of Common Stock they purchased, as well as any securities distributed as
dividends on such shares, to secure the purchase money notes. The shares
referenced in this footnote were distributed as dividends on the shares of
Common Stock originally subject to the pledge. 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 Series A Preferred Stock pledged to the
Price Family Charitable Trust to secure certain notes delivered to the Price
Family Charitable Trust in connection with sales of Common Stock to the pledgors
in May 1998. In connection with such sales of Common Stock, the purchasers
agreed to pledge the shares of Common Stock they purchased, as well as any
securities distributed as dividends on such shares, to secure the purchase money
notes. The shares referenced above were distributed as dividends on the shares
of Common Stock originally subject to the pledge. Also does not include 800,000
shares of Series A Preferred Stock pledged to secure a loan made by the Price
Family Charitable Trust to the San Diego Foundation for the purpose of allowing
the San Diego Foundation to purchase such shares. The Price Family Charitable
Trust does not have the right to vote or dispose of any 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.
8 3/4% Series A Cumulative Redeemable Preferred 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
Except as set forth below, all of the share of Series A Preferred Stock
disclosed herein were received by the entities listed in Item 5 pursuant to
a pro rata distribution of one share of Series A Preferred Stock for each
share of common stock held by its stockholders of record on July 30, 1998
(the "Distribution"). For each stock purchase transaction described in Item
5, the trust or fund acquiring the shares of Series A Preferred Stock used
cash held in the trust or fund, as applicable, to make the purchase.
4. PURPOSE OF TRANSACTION
Except as set forth below, all of the shares of Series A Preferred Stock
disclosed herein were received by the entities listed in Item 5 pursuant to
the Distribution. In every other transaction described in Item 5, the trust
or fund acquiring the shares of Series A Preferred Stock did so for
investment purposes only.
5. INTEREST IN SECURITIES OF THE ISSUER
a) The aggregate number of shares beneficially owned (7,032,090 or 29.6%)
is held as follows:
- 358,490 shares by Sol Price as Trustee of Price Charitable
Remainder Trust U/T/D 1/10/83.
- 5,375,170 shares by Sol Price as Trustee of Price Family
Charitable Trust U/T/D 3/10/84.
- 1,097,580 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.
- 100,000 shares by Sol Price as Co-Trustee of the Earl I. and
Marion Brodie Trust II.
- 65,900 shares by Sol Price as Co-Trustee of Dorothy Goldberg
Charitable Trust.
These shares include 1,298,430 shares of which the reporting person
disclaims beneficial ownership.
These shares do not include the 3,759,585 shares (approximately 15.8%)
of Price Enterprises Series A Preferred 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: 5,733,660
Shared power to vote or direct the vote: 1,298,430
Sole power to dispose or direct the disposition: 5,733,660
Shared power to dispose or direct the disposition: 1,298,430
</TABLE>
c) On August 17, 1998, Sol Price, as Trustee of the Sol and Helen Price
Trust, the Price Charitable Remainder Trust and Price Family
Charitable Trust, received an aggregate of 4,903,660 shares of Series
A Preferred Stock in the Distribution. On August 17, 1998, the Price
Family Charitable Fund, of which Sol Price is a director, received
2,055,080 shares of Series A Preferred Stock in the Distribution. On
August 17,1998, the Marion Brodie Trust, of which Sol Price is a
Co-Trustee, received 34,950 shares of Series A Preferred Stock in the
Distribution. On August 17, 1998, the Dorothy Goldberg Charitable
Trust, of which Sol Price is a Co-Trustee, received 65,900 shares of
Series A Preferred Stock in the Distribution.
1. The Earl I. and Marion Brodie Trust II, of which Sol Price is a
Co-Trustee, purchased 90,000 shares of Series A Preferred Stock
on August 19, 1998 and 10,000 shares of Series A Preferred Stock
on August 20, 1998 in the open market at prices ranging from
$14.62 to $15.00 per share.
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2. On September 16, 1998, the Price Family Charitable Fund, of which
Sol Price is a director, made a gift of 1,000,000 shares of
Series A Preferred Stock to one charitable organization.
3. On October 6, 1998, The Price Charitable Remainder Trust, of
which Sol Price is a trustee, purchased 7,000 shares on the open
market at a price of $13.25 per share.
4. Between October 6, 1998 and October 7, 1998, the Price Family
Charitable Fund, of which Sol Price is a director, purchased
100,000 shares on the open market at prices ranging from $13.063
to $13.484 per share.
5. On October 16, 1998, The Price Charitable Remainder Trust, of
which Sol Price is a trustee, made a gift of 7,000 shares to one
charitable organization.
6. Between October 20, 1998 and October 27, 1998, the Price Family
Charitable Trust, of which Sol Price is a Trustee, purchased
250,000 shares on the open market at prices ranging from $13.562
to $13.75 per share.
7. On November 6, 1998, The Price Family Charitable Fund, of which
Sol Price is a director, made a gift of 57,500 shares to one
charitable organization.
8. On November 17, 1998, The Price Family Charitable Trust, of which
Sol Price is a Trustee, purchased 580,000 shares at a price of
$13.65 per share in a privately negotiated transaction.
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. Accordingly, the shares of
Series A Preferred Stock issued in the Distribution on such shares of Common
Stock have become subject to the pledge. 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.
Accordingly, the shares of Series A Preferred Stock issued in the Distribution
on such shares of Common Stock have become subject to the pledge. 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.
Accordingly, the shares of Series A Preferred Stock issued in the Distribution
on such shares of Common Stock have become subject to the pledge. 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 September 29, 1998, The Price Family Charitable Trust, of which Sol Price is
a trustee, loaned $11,200,000 to the San Diego Foundation to be used exclusively
for the purpose of purchasing shares of Series A Preferred Stock. The San Diego
Foundation purchased 800,000 shares and has pledged all of such shares as
security for the loan. The loan bears interest at the rate of 9% per year.
Interest is payable quarterly beginning November 20, 1998. The loan matures on
September 30, 1999. 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.
For information regarding shares of Common Stock beneficially owned by Sol
Price, see the separate Schedule 13D, as amended from time to time, regarding
such ownership.
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 25, 1998 /s/ Sol Price
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Date Sol Price
