UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20540
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 8)*
Price Enterprises, Inc.
- --------------------------------------------------------------------------------
(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 12, 1999
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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).
<PAGE>
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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) / /
See ATTACHED (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
2,608,419
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2,608,419
----------- = 19.6%
13,298,421
14 TYPE OF REPORTING PERSON*
IN
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Page 3 of 6
SCHEDULE 13D
Check the Appropriate Box if a Member of a Group:
See discussion in Item 5 regarding (i) an agreement by and among Excel Legacy
Corporation and certain shareholders of Price Enterprises, Inc., including
certain trusts of which Sol Price is trustee, and (ii) certain limited powers of
attorney granted by other shareholders of Price Enterprises, Inc. to Sol Price,
in each case in connection with a potential transaction with Excel Legacy
Corporation.
Number of Shares Beneficially Owned by Each Reporting Person With
7) Sole Voting Power
308,490 By Sol Price as Trustee of Price Charitable Remainder Trust*
2,213,079 By Sol Price as Trustee of Price Family Charitable Trust**
- ---------
2,521,569 TOTAL
8) Shared Voting Power
34,950 by Sol Price as Co-Trustee of Marion Brodie Trust
51,900 by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust
- ---------
86,850 TOTAL
9) Sole Dispositive Power
308,490 By Sol Price as Trustee of Price Charitable Remainder Trust*
2,213,079 By Sol Price as Trustee of Price Family Charitable Trust**
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2,521,569 TOTAL
10) Shared Dispositive Power
34,950 by Sol Price as Co-Trustee of Marion Brodie Trust
51,900 by Sol Price as Co-Trustee of Dorothy Goldberg Charitable Trust
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86,850 TOTAL
12) Exclusion of Shares
The reporting person disclaims beneficial ownership of the following shares:
34,950 Held by Marion Brodie Trust
51,900 Held by Dorothy Goldberg Charitable Trust
- ---------
86,850 TOTAL
* Does not include 220,240 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. Certain shares previously subject to the pledge have been
released from the pledge, and the proceeds from the sale of such shares have
been used to pay down the applicable note. 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 604,120 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. Certain shares previously subject to the pledge have been released from
the pledge, and the proceeds from the sale of such shares have been used to pay
down the applicable note. 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.
<PAGE>
Page 4 of 6
*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.
5. INTEREST IN SECURITIES OF THE ISSUER
a) The aggregate number of shares beneficially owned 2,608,419 or is held
as follows:
- 308,490 shares by Sol Price as Trustee of Price Charitable
Remainder Trust U/T/D 1/10/83.
- 2,213,079 shares by Sol Price as Trustee of Price Family
Charitable Trust U/T/D 3/10/84.
- 34,950 shares by Sol Price as Co-Trustee of Marion Brodie
Trust.
- 51,900 shares by Sol Price as Co-Trustee of Dorothy Goldberg
Charitable Trust.
These shares include 86,850 shares of which the reporting person
disclaims beneficial ownership.
These shares do not include the 2,627,745 shares (approximately
19.8%) of Price Enterprises common stock beneficially owned by
Robert Price, the son of Sol Price.
<PAGE>
Page 5 of 6
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: 2,521,569
Shared power to vote or direct the vote: 86,850
Sole power to dispose or direct the disposition: 2,521,569
Shared power to dispose or direct the disposition: 86,850
</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.
20. Between May 18, 1998 and July 20, 1998, the co-trustees of the
Joseph and Dorothy Goldberg Charitable Trust, with Sol Price
abstaining, sold 26,000 shares in the open market.
21. On August 21, 1998, the Price Family Charitable Fund, of which I
am a director, made gifts of an aggregate of 1,947,500 shares to
two charitable organizations.
22. On September 10, 1998, The Price Family Charitable Fund, of which
Sol Price is a director, made gifts of an aggregate of 107,580
shares to one charitable organization.
23. On October 1, 1998, The Price Family Charitable Trust, of
which Sol Price is a trustee, distributed 450,000 shares to the
Sol and Helen Price Trust as part of a unitrust payment.
24. On October 23, 1998, the Company accepted for payment 2,382,041
shares tendered by The Price Family Charitable Trust, of which
Sol Price is a trustee, pursuant to the Company's $5.50 per share
self tender offer for shares of its Common Stock.
25. Between November 1998 and December 1998, the Co-trustees of the
Joseph and Dorothy Goldberg Charitable Trust, with Sol Price
abstaining, sold 14,000 shares on the open market.
26. On January 4, 1999, The Price Family Charitable Trust, of which
Sol Price is Trustee, distributed 640,ooo shares to the Sol and
Helen Price Trust as a quarterly unitrust distribution.
27. On January 4, 1999, The Price Charitable Remainder Trust, of
which Sol Price is trustee, distributed 50,000 shares to the Sol
and Helen Price Trust as a quarterly unitrust distribution.
28. On April 29, 1999, The Sol and Helen Price Trust of which Sol
Price is Trustee, contributed 1,139,950 shares to the Price
Family Charitable Trust.
29. On April 29, 1999, The Sol and Helen Price Trust, of which Sol
Price is Trustee, made a gift of 50 shares to an individual.
30. On May 12, 1999, The Price Family Charitable Trust, of which Sol
Price is Trustee, entered into an agreement to conditionally sell
2,213,079 shares to Excel Legacy Corporation for $8.50 per share.
A copy of such agreement is attached hereto as Exhibit 1.
31. On May 12, 1999, The Price Charitable Remainder Trust, of which
Sol Price is a Trustee, entered into an agreement to
conditionally sell 308,490 shares to Excel Legacy Corporation for
$8.50 per share.
32. On May 12, 1999, The Marion Brodie Trust, of which Sol Price is a
Trustee, entered into an agreement to conditionally sell 34,950
shares to Excel Legacy Corporation for $8.50 per share.
33. On or about May 12, 1999, certain shareholders of Price
Enterprises, Inc. granted a limited power of attorney to Sol
Price in his capacity as trustee of the Price Charitable
Remainder Trust, the Price Family Charitable Trust and/or the
Marion Brodie Trust, to sign an agreement with Excel Legacy
Corporation to conditionally sell such stockholder's shares of
Common Stock to Excel Legacy Corporation for $8.50 per share and
to file a Schedule 13D on such stockholder's behalf with respect
thereto. A copy of the form of such limited power of attorney is
attached hereto as Exhibit 2.
34. As a result of such limited powers of attorney granted to Sol
Price, Sol Price may be deemed to have formed a"group" for
purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, and Rule 13d-5(b)(1) thereunder, with each of
the shareholders who have granted such limited powers of attorney
and each of the shareholders (including the Price Charitable
Remainder Trust, the Price Family Charitable Trust and the Marion
Brodie Trust) who have signed or will sign the agreement with
Excel Legacy Corporation referred to above. Sol Price expressly
declares that the filing of this Amendment No. 8 to Schedule 13D
shall not be construed as an admission by him or any such
stockholder that any such group has been formed. A separate
Schedule 13D will be filed by Sol Price and each of the
shareholders of Price Enterprises, Inc. who have executed such
agreement with Excel Legacy Corporation or who have granted such
limited powers of attorney to Sol Price.
<PAGE>
Page 6 of 6
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.
On August 17, 1998, Price Enterprises, Inc. made a pro rata distribution of one
share of 8 3/4% Series A Cumulative Redeemable Preferred Stock ("Series A
Preferred Stock") on each share of Common Stock outstanding on July 30, 1998.
For information about Sol Price's beneficial ownership of Series A Preferred
Stock, see the separate Schedule 13D, as may be amended from time to time,
regarding such ownership.
See discussion in Item 5 regarding (i) an agreement by and among Excel Legacy
Corporation and certain shareholders of Price Enterprises, Inc., including
certain trusts of which Sol Price is trustee, and (ii) certain limited powers of
attorney granted by other shareholders of Price Enterprises, Inc. to Sol Price,
in each case in connection with a potential transaction with Excel Legacy
Corporation.
7. EXHIBITS
Exhibit 1: Agreement dated May 12, 1999 by and among Excel Legacy Corporation
and certain shareholders of Price Enterprises, Inc. listed on the signature
pages thereto (including the following exhibits: Exhibit A - Form of Indenture,
Exhibit B - Conditions to Offer, and Exhibit C - Form of Agreement between Excel
Legacy Corporation and Price Enterprises, Inc.) (incorporated by reference to
Exhibit 10.1 to Current Report on Form 8-K filed May 14, 1999 by Excel Legacy
Corporation).
Exhibit 2: Form of Limited Power of Attorney granted to Sol Price by certain
shareholders of Price Enterprises, Inc.
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 17, 1999 /s/ Sol Price
- ------------------------------- ------------------------------------------
Date Sol Price
EXHIBIT 2:
May 12, 1999
Mr. Sol Price, Trustee
[NAME OF TRUST]
7979 Ivanhoe Avenue, Suite 520
La Jolla, California 92037
RE: [ ] Shares of Common Stock of Price Enterprises, Inc.
The undersigned hereby grants you my Limited Power of Attorney with regard to
the above-referenced shares of stock to:
1. Sign an Agreement with Excel Legacy Corporation, a Delaware Corporation, to
place in escrow [___________] shares, for ultimate tender or other
conversion into cash, debentures and notes on the same terms and conditions
as you are accepting as Trustee of [Name of Trust] under an Agreement with
Excel Legacy dated May 12, 1999;
2. File with the Securities and Exchange Commission ("SEC") a Form 13-D that
reports the sale as a part of a "group" as defined by the SEC (without
necessarily admitting that such a "group" is constituted); and
3. Execute any other Agreements or take any necessary actions to complete the
transaction contemplated in the Agreement.
By: _______________________________
[Stockholder]
