SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
PRICE ENTERPRISES, INC.
(Name of Issuer)
Common Stock, $.0001 par value per share
(Title of Class of Securities)
741444103
(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)
Copy to:
Joseph J. Giunta, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071-3144
(213) 687-5000
January 23, 1995
(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 Statement because of Rule 13d-1(b)(3) or
(4), check the following:
( )
Check the following box if a fee is being paid with this
Statement:
( )
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Price/Costco, Inc.
33-0572969
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
: 3,775,972
: (8) SHARED VOTING
NUMBER OF SHARES BENEFICIALLY : 0
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE
: 3,775,972
:(10) SHARED DISPOSITIVE
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,775,972
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.0%
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 to the Schedule 13D filed
on January 3, 1995 by the Reporting Person (as amended,
the "Schedule 13D") is being filed to amend and
supplement Items 4, 5 and 6.
Unless otherwise indicated, each capitalized
term used but not otherwise defined herein shall have the
meaning assigned to such term in the Schedule 13D. The
information set forth in the Exhibits attached hereto is
hereby expressly incorporated herein by reference and the
response to each item of this Amendment is qualified in
its entirety by the provisions of such Exhibits.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented as
follows:
The Reporting Person has been informed by the
exchange agent for the Exchange Offer that, as of January
23, 1995, 23,224,028 shares of PriceCostco Common Stock
were properly tendered in the Exchange Offer. As a
result, the Reporting Person holds 3,775,972 shares of
Price Enterprises Common Stock.
By letter dated January 23, 1995, a copy of
which is attached hereto as Exhibit 4, pursuant to the
Amended and Restated Agreement of Transfer and Plan of
Exchange dated as of November 14, 1994 between the
Reporting Person and the Issuer, a copy of which was
attached as Exhibit 3 to the Schedule 13D (the "Transfer
and Exchange Agreement"), the Reporting Person notified
the Issuer that the Reporting Person desires to sell to
the Issuer all of the shares of Price Enterprises Common
Stock owned by the Reporting Person. Pursuant to the
Transfer and Exchange Agreement, such sale will occur on
February 6, 1995.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as
follows:
The Reporting Person is the beneficial owner of
3,775,972 shares of Price Enterprises Common Stock, or
14.0% of the shares of Price Enterprises Common Stock
outstanding, based upon 27,000,000 shares of Price
Enterprises Common Stock outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 is hereby amended and supplemented as
follows:
The information set forth in Item 4 hereof is
hereby incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
4 Letter, dated January 23, 1995, from
Price/Costco, Inc. to Price Enterprises,
Inc.
SIGNATURE
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.
Dated: January 23, 1995
PRICE/COSTCO, INC.
By: /s/ Donald E. Burdick
Donald E. Burdick
Vice President
Exhibit Index
Exhibit Description Page
4 Letter, dated January 23,
1995, from Price/Costco,
Inc. to Price Enterprises,
Inc.
___________________________________________________________________________
Exhibit 4
Price/Costco, Inc.
10809 120th Avenue NE
Kirkland, Washington 98033
January 23, 1995
Mr. Robert E. Price
Chairman of the Board, President and
Chief Executive Officer
Price Enterprises, Inc.
4649 Morena Boulevard
San Diego, California 92117
Re: Price Enterprises Common Stock
Dear Robert:
Pursuant to Section 3.3(b) of the Amended and
Restated Agreement of Transfer and Plan of Exchange,
dated as of November 14, 1994, between Price/Costco, Inc.
("PriceCostco") and Price Enterprises, Inc., notice is
hereby given that PriceCostco desires to exercise its
option to sell to Price Enterprises 3,775,972 shares of
common stock of Price Enterprises, constituting all of
such shares owned by PriceCostco.
Very truly yours,
/s/ James D. Sinegal
James D. Sinegal
President and Chief
Executive Officer
cc: Scott N. Wolfe, Esq.
