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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
OR 15d-17 THEREUNDER
PRICE ENTERPRISES, INC.
(Exact name of issuer as specified in charter)
4649 MORENA BOULEVARD, SAN DIEGO, CALIFORNIA 92117
(Address of principal executive offices)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 581-4530
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:
1. Title of security: Common Stock, par value $.0001 per share.
2. Number of shares outstanding before the change: 27,000,000.
3. Number of shares outstanding after the change: 23,224,028.
4. Effective date of change: February 6, 1995.
5. Method of change: Acquisition of stock for treasury.
Brief description of transaction:
On December 21, 1994, Price Enterprises, Inc., a Delaware corporation (the
"Company"), and Price/Costco, Inc., a Delaware corporation ("PriceCostco"),
consummated an exchange offer transaction in which PriceCostco, the Company's
former corporate parent, implemented a spin-off reorganization that resulted in
the Company becoming a separate, publicly-held corporation. Under the terms of
the exchange offer, if the number of shares validly tendered by holders of
PriceCostco common stock was greater than 21.6 million, but less than 27
million, PriceCostco had the right to sell to the Company all shares of Company
common stock owned by PriceCostco following consummation of the exchange offer,
and the Company was required to purchase such shares by delivering in exchange
therefor a promissory note and a pledge of the shares purchased as security for
the Company's obligations under such note. Holders of PriceCostco common stock
tendered 23,224,028 shares in the exchange offer. On February 9, 1995,
the Company consummated the purchase from PriceCostco, effective as of
February 6, 1995, of the remaining
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3,775,972 shares of Company common stock owned by PriceCostco following
consummation of the exchange offer. In connection with such purchase, the
Company delivered to PriceCostco a secured promissory note due December 21,
1996 in the principal amount of $45,925,295.45, together with a pledge of the
purchased shares.
Date: February 14, 1995 Price Enterprises, Inc.
By: /s/ Daniel T. Carter
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Name: Daniel T. Carter
Title: Executive Vice President,
Chief Financial Officer
and Secretary
