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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 24, 1995
PRICE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20449 33-0628740
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
4649 MORENA BOULEVARD, SAN DIEGO, CALIFORNIA 92117
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 581-4530
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This Current Report on Form 8-K is filed by Price Enterprises, Inc., a
Delaware corporation (the "Company"), in connection with the matters described
herein.
ITEM 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 21, 1994, 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. Following the consummation of such transaction, the Company
determined to change its principal independent accountant from Arthur Andersen
LLP, the principal independent accountant of PriceCostco, to Ernst & Young LLP.
The Board of Directors of the Company approved the change of principal
independent accountant to Ernst & Young LLP on January 18, 1995. Arthur
Andersen LLP was dismissed as the Company's principal independent accountant as
of January 24, 1995, and Ernst & Young LLP was engaged as of the same date.
The report of Arthur Andersen LLP on the financial statements for the
Company's most recent fiscal year (which was the only year in which Arthur
Andersen LLP performed an audit for the Company) did not contain any adverse
opinion or disclaimer of opinion, nor was it qualified as to uncertainty, audit
scope or accounting principles. In addition, during the Company's most recent
fiscal year and the subsequent interim period preceding January 24, 1995, there
were no disagreements with Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of Arthur
Andersen LLP, would have caused Arthur Andersen LLP to make a reference to the
subject matter of the disagreement in connection with its reports.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter dated January 25, 1995 from Arthur Andersen LLP to the
Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 27, 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
2
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Exhibit Index
Exhibit No. Page
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16.1 Letter dated January 25, 1995 from Arthur Andersen LLP 4
to the Securities and Exchange Commission.
3
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EXHIBIT 16.1
[ARTHUR ANDERSEN LETTERHEAD]
January 25, 1995
Securities and Exchange Commission
450 Fifth Avenue
Washington, D.C. 20549
Gentlemen:
We have read Item 4 included in the attached Form 8-K of Price Enterprises,
Inc. to be filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
