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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
(AMENDMENT NO. 2)
(FINAL AMENDMENT)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E) (1) OF THE SECURITIES EXCHANGE ACT OF 1934)
PRICE/COSTCO, INC.
(NAME OF ISSUER)
PRICE/COSTCO, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
74143W102
(CUSIP NUMBER OF CLASS OF SECURITIES)
DONALD E. BURDICK, ESQ.
PRICE/COSTCO, INC.
10809 120TH AVENUE NE
KIRKLAND, WASHINGTON 98033
(206) 803-8100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
JOSEPH J. GIUNTA, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
NOVEMBER 21, 1994
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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This Amendment No. 2 (Final Amendment) amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4 filed on November 21, 1994, as amended
by Amendment No. 1 thereto filed on December 7, 1994, by Price/Costco, Inc., a
Delaware corporation ("PriceCostco"), relating to an offer by PriceCostco to
exchange one share of common stock, par value $.0001 per share, of Price
Enterprises, Inc., a Delaware corporation ("Price Enterprises Common Stock"),
for each share of common stock, par value $.01 per share, of PriceCostco
("PriceCostco Common Stock"), up to a maximum of 27 million shares of Price
Enterprises Common Stock (constituting all of the outstanding shares of Price
Enterprises Common Stock), upon the terms and subject to the conditions set
forth in the Offering Circular/Prospectus dated November 21, 1994 (the "Offering
Circular/Prospectus"), as supplemented by a Supplement dated December 7, 1993
(the "Supplement"), and the related Letters of Transmittal (which, together with
the Offering Circular/ Prospectus and the Supplement, constituted the "Exchange
Offer"). Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Offering Circular/Prospectus.
The Exchange Offer terminated at 12:00 midnight, New York City time, on
Tuesday, December 20, 1994. Pursuant to the Exchange Offer, 23,231,016 shares of
PriceCostco Common Stock were accepted by PriceCostco for exchange and
23,231,016 shares of Price Enterprises Common Stock were issued in exchange
therefor. Following such exchange, PriceCostco holds 3,768,984 shares of Price
Enterprises Common Stock. Pursuant to the Transfer and Exchange Agreement,
PriceCostco is required, at its option, either (i) to distribute such shares of
Price Enterprises Common Stock pro rata to holders of PriceCostco Common Stock
or (ii) to sell such shares to Price Enterprises in exchange for a promissory
note. No decision has yet been made with respect to what action PriceCostco will
take.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby amended by adding the following information:
On December 19, 1994, a lawsuit was filed by alleged stockholders of
PriceCostco in the United States District Court, Western District of Washington,
captioned GEORGE SNYDER AND JACK FARBER V. PRICE/COSTCO, INC., ET AL., Case No.
C 94-1874. PriceCostco, certain of its current and former officers, directors
and stockholders and Price Enterprises are named as defendants. The lawsuit
purports to be a class action and derivative action. The complaint alleges,
among other things, violation of certain state and federal securities laws in
connection with the Exchange Offer. Plaintiffs seek unspecified damages and
declaratory and equitable relief. Although it is too soon to predict the outcome
of the case with any certainty, based on its current knowledge of the facts,
PriceCostco denies plaintiffs' allegations, believes the case is without merit
and will vigorously defend the action.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by adding the following information:
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(a)(16) Press Release, dated December 21, 1994.(1)
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(1) Not mailed to stockholders.
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SIGNATURE
After due 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.
Dated: January 3, 1995
PRICE/COSTCO, INC.
By: /s/ DONALD E. BURDICK
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Name: Donald E. Burdick
Title: Vice President
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EXHIBIT INDEX
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(a)(16) Press Release, dated December 21, 1994.(1)
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(1) Not mailed to stockholders.
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PriceCostco
Contact: Richard A. Galanti
(206) 803-8203
Robert Nelson
(206) 803-8255
Price Enterprises
Contact: Daniel T. Carter
(619) 581-4889
FOR IMMEDIATE RELEASE
PRICECOSTCO AND PRICE ENTERPRISES ANNOUNCE COMPLETION OF
EXCHANGE OFFER RESULTING IN THE SPIN-OFF OF PRICE ENTERPRISES;
APPROXIMATELY 23 MILLION SHARES TENDERED
Kirkland, Washington; San Diego, California -- December 21, 1994 --
PriceCostco, Inc. (NASDAQ: PCCW) and Price Enterprises, Inc. (NASDAQ: PREN)
today announced the completion of the exchange offer in which PriceCostco
offered to exchange one share of Price Enterprises common stock for each share
of PriceCostco common stock tendered, up to a maximum of 27 million shares of
Price Enterprises common stock. The exchange offer expired Tuesday, December 20,
1994 at 12:00 midnight, New York City time, in accordance with the terms of the
exchange offer.
Price Costco stated that, according to the exchange agent's preliminary
count, approximately 23 million shares of PriceCostco common stock were tendered
by physical delivery, book-entry transfer or notice of guaranteed delivery. All
properly tendered shares of PriceCostco common stock have been accepted for
exchange and the issuance of certificates representing shares of Price
Enterprises common stock will begin promptly.
Based on the exchange agent's preliminary count, following the issuance of
shares of Price Enterprises common stock in the exchange offer, PriceCostco will
hold approximately four million shares of Price Enterprises common stock.
Pursuant to an agreement between PriceCostco and Price Enterprises, PriceCostco
is required, at its option, either (i) to distribute the remaining shares of
Price Enterprises common stock on a pro rata basis to PriceCostco stockholders
or (ii) to sell such shares to Price Enterprises in exchange for a promissory
note. PriceCostco has stated that no decision has yet been made as to what
action it will take.
As a result of the exchange offer, Price Enterprises is now a separate,
publicly-traded company. Price Enterprises common stock will be traded on The
Nasdaq Stock Market's National Market under the symbol "PREN" effective today.
