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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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)
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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
DECEMBER 21, 1994
(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: /X/
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CUSIP NO. 741444103 13D PAGE 2 OF 8 PAGES
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Price/Costco, Inc.
33-0572969
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
3,768,984
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(8) SHARED VOTING
0
NUMBER OF SHARES BENEFICIALLY OWNED BY ---------------------------------------
EACH REPORTING PERSON WITH (9) SOLE DISPOSITIVE
3,768,984
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(10) SHARED DISPOSITIVE
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,768,984
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN / /
ROW 11 EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.0%
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(14) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Schedule 13D") relates to the common
stock, par value $.0001 per share ("Price Enterprises Common Stock"), of Price
Enterprises, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 4649 Morena Boulevard, San Diego,
California 92117.
The information set forth in the exhibits hereto is hereby expressly
incorporated herein by reference and the responses to each item of this Schedule
13D are qualified in their entirety by the provisions of such exhibits.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed on behalf of Price/Costco, Inc., a Delaware
corporation (the "Reporting Person"). The business address of the Reporting
Person is 10809 120th Avenue NE, Kirkland, Washington 98033. The Reporting
Person's principal business is the operation of cash and carry membership
warehouses.
The name; business address, present principal occupation or employment;
name, principal business and address of any corporation or other organization in
which such employment is conducted; and citizenship of each executive officer
and director of the Reporting Person is set forth on Schedule I hereto.
During the last five years, neither the Reporting Person or, to the best
knowledge of the Reporting Person, any of its executive officers or directors
has been convicted of a criminal proceeding (excluding traffic violations or
similar misdemeanors), or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such items.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth on the front cover page of the Offering
Circular/Prospectus, dated November 21, 1994 (the "Offering
Circular/Prospectus"), the form of which was filed as Exhibit (a)(1) to the
Issuer Tender Offer Statement on Schedule 13E-4, dated November 21, 1994, a copy
of which is attached hereto as Exhibit 1, and in the sections of the Offering
Circular/Prospectus entitled "THE TRANSACTION -- The Exchange Offer," "--
Transactions Undertaken Prior to the Exchange Offer" and "-- The Distribution";
"THE EXCHANGE OFFER -- Terms of the Exchange Offer" and "-- Acceptance of
PriceCostco Common Stock for Exchange; Delivery of Price Enterprises Common
Stock"; and "THE AGREEMENT OF TRANSFER AND PLAN OF EXCHANGE" is incorporated
herein by reference.
ITEM 4. PURPOSE OF THE TRANSACTION.
On December 21, 1994, the Reporting Person completed its exchange offer
pursuant to which it offered to exchange one share of Price Enterprises Common
Stock for each share of common stock, par value $.01 per share, of the Reporting
Person ("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, as supplemented by a Supplement,
dated December 7, 1994, a copy of which is attached hereto as Exhibit 2 (the
"Supplement"), and the related Letters of Transmittal (which, together with the
Offering Circular/Prospectus and the Supplement, constituted the "Exchange
Offer"). The Exchange Offer expired at 12:00 midnight, New York City time, on
December 20, 1994 in accordance with its terms. Pursuant to the Exchange Offer,
23,231,016 shares of PriceCostco Common Stock were properly tendered and
accepted by the Reporting Person for exchange and 23,231,016 shares of Price
Enterprises Common Stock were issued in exchange therefor. As a result,
PriceCostco holds 3,768,984 shares of Price Enterprises Common Stock. Pursuant
to an Amended and Restated Agreement of Transfer and Plan of Exchange, dated as
of November 14, 1994, a copy of which was included as Annex II to the Offering
Circular/Prospectus, the Reporting Person 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 of Price Enterprises
Common Stock to the Issuer in exchange for a promissory note. No decision has
yet been made with respect to what action the Reporting Person will take.
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Except as set forth above, the Reporting Person has no present plans or
proposals of the type set forth in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person is the beneficial owner of 3,768,984 shares of Price
Enterprises Common Stock, or 14.0% of the shares of Price Enterprises Common
Stock outstanding, based upon 27 million shares of Price Enterprises Common
Stock outstanding.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth in Item 4 hereof is hereby incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT DESCRIPTION
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1 Offering Circular/Prospectus, dated November 21, 1994 (incorporated
herein by reference to Exhibit (a)(1) to the Issuer Tender Offer
Statement on Schedule 13E-4 of Price/Costco, Inc. filed with the
Securities and Exchange Commission on November 21, 1994).
2 Supplement, dated December 7, 1994 (incorporated herein by reference
to Exhibit (a)(10) to Amendment No. 1 to the Issuer Tender Offer
Statement on Schedule 13E-4 of Price/Costco, Inc. filed with the
Securities and Exchange Commission on December 7, 1994).
3 Amended and Restated Agreement of Transfer and Plan of Exchange, dated
as of November 14, 1994, between Price/Costco, Inc. and Price
Enterprises, Inc. (included as Annex II to the Offering
Circular/Prospectus).
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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 3, 1995
PRICE/COSTCO, INC.
By: /s/ DONALD E. BURDICK
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Donald E. Burdick
VICE PRESIDENT
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE
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1 Offering Circular/Prospectus, dated November 21, 1994
(incorporated herein by reference to Exhibit (a)(1) to the
Issuer Tender Offer Statement on Schedule 13E-4 of
Price/Costco, Inc. filed with the Securities and Exchange
Commission on November 21, 1994)...............................
2 Supplement, dated December 7, 1994 (incorporated herein by
reference to Exhibit (a)(10) to Amendment No. 1 to the Issuer
Tender Offer Statement on Schedule 13E-4 of Price/Costco, Inc.
filed with the Securities and Exchange Commission on December
7, 1994).......................................................
3 Amended and Restated Agreement of Transfer and Plan of Exchange,
dated as of November 14, 1994, between Price/Costco, Inc. and
Price Enterprises, Inc. (included as Annex II to the Offering
Circular/Prospectus)...........................................
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
PRICE/COSTCO, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of the
Reporting Person. Unless otherwise indicated, each such person is a United
States citizen, and the business address of each such person is 10809 120th
Avenue NE, Kirkland, Washington 98033.
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NAME AND BUSINESS ADDRESS OFFICE PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
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James D. Sinegal President, Chief Executive Executive Officer of Price/Costco, Inc.
Officer and Director
Jeffrey H. Brotman Chairman of the Board Executive Officer of Price/Costco, Inc.
Richard D. DiCerchio Executive Vice President and Executive Officer of Price/Costco, Inc.
Director
Daniel Bernard Director Chief Executive Officer of Carrefour S.A.
(citizen of France)
Hamilton E. James Director Managing Director of Donaldson, Lufkin &
Jenrette Securities Corporation
Richard M. Libenson Director Retired
John W. Meisenbach Director President of MCM Financial, Inc.
Richard A. Galanti Executive Vice President Executive Officer of Price/Costco, Inc.
Franz E. Lazarus Executive Vice President Executive Officer of Price/Costco, Inc.
David B. Loge Executive Vice President Executive Officer of Price/Costco, Inc.
Edward B. Maron Executive Vice President Executive Officer of Price/Costco, Inc.
Joseph P. Portera Executive Vice President Executive Officer of Price/Costco, Inc.
Dennis R. Zook Executive Vice President Executive Officer of Price/Costco, Inc.
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