<PAGE>
As filed with the Securities and Exchange Commission on July 13, 1995
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
PRICE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0628740
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
-----------------------
4649 MORENA BOULEVARD
SAN DIEGO, CALIFORNIA 92117
(619) 581-4530
(Address of principal executive offices, zip code and telephone number)
THE PRICE ENTERPRISES 1995 COMBINED
STOCK GRANT AND STOCK OPTION PLAN
THE PRICE ENTERPRISES
DIRECTORS' 1995 STOCK OPTION PLAN
(Full title of the plans)
-----------------------
COPIES TO:
ROBERT M. GANS SCOTT N. WOLFE, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL LATHAM & WATKINS
4649 MORENA BOULEVARD 701 "B" STREET, SUITE 2100
SAN DIEGO, CALIFORNIA 92117 SAN DIEGO, CALIFORNIA 92101
(619) 581-4530 (619) 236-1234
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of to be Offering Offering Registration
Securities to be Registered Registered(1) Price Per Share(2) Price(2) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.0001 par value . . . . 1,650,000 $12.154 $20,054,237.69 $6,915.25
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Price Enterprises 1995 Combined Stock Grant and Stock Option Plan (the
"Stock Plan") authorizes the issuance of up to 1,500,000 shares of the
Company's Common Stock upon stock grants or upon the exercise of options
granted under the Stock Plan, of which 1,082,308 shares are subject to
presently outstanding options. The Price Enterprises Directors' 1995 Stock
Option Plan (the "Directors' Plan") authorizes the issuance of 150,000
shares of the Company's Common Stock, of which 90,000 shares are subject to
presently outstanding options.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon: (1)
the exercise prices per share of $11.25; $12.4375; $11.875; and $12.125; of
outstanding options for 991,891; 20,217; 61,700; and 8,500 shares,
respectively, under the Stock Plan, (2) the exercise prices per share of
$14.00 and $12.00 of outstanding options for 80,000 and 10,000 shares,
respectively, under the Directors' Plan and (3) for the remaining 477,692
shares, upon the average ($13.75) of the high and low prices for the
Company's Common Stock on The Nasdaq Stock Market's National Market on July
6, 1995.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of Price Enterprises, Inc. (the "Company") are
hereby incorporated by reference in this Registration Statement:
(a) The Company's Registration Statement on Form 10 filed with
the Securities and Exchange Commission (the "Commission") on December
13, 1994.
(b)(1) The Company's Current Report on Form 8-K filed with the
Commission on January 30, 1995;
(b)(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended December 18, 1994, filed with the Commission on February
1, 1995;
(b)(3) The Company's Report on Form 10-C filed with the
Commission on February 15, 1995;
(b)(4) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 12, 1995, filed with the Commission on April 26,
1995; and
(b)(5) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the
end of the Company's fiscal year ended August 28, 1994.
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form S-4 dated September 15,
1994, File No. 33-55481, including Amendment No. 1 thereto dated
November 3, 1994, Amendment No. 2 thereto dated November 17, 1994 and
Post-Effective Amendment No. 1 thereto dated December 7, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date this Registration
Statement is filed with the Commission and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
of it from the respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
<PAGE>
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Certificate of Incorporation provides for the
indemnification of present and former directors and officers of the Company and
persons serving as directors, officers, employees or agents of another
corporation or entity at the request of the Company (each, an "Indemnified
Party") to the fullest extent permitted by the Delaware General Corporation Law
(the "DGCL"). Indemnified Parties are specifically indemnified in the Company's
Restated Certificate of Incorporation and the Company's Amended and Restated
Bylaws (the "Indemnification Provisions") for expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by an Indemnified Party (i) in connection with a threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he or she is or was a director or
officer of the Company or is or was serving as a director, officer, employee or
agent of another corporation or entity at the request of the Company, or (ii) in
connection with the defense or settlement of a threatened, pending or completed
action or suit by or in right of the Company, provided that such indemnification
is permitted only with judicial approval if the Indemnified Party is adjudged to
be liable to the Company. Such Indemnified Party must have acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the subject corporation and, with respect to any criminal
action or proceeding, must have had no reasonable cause to believe his or her
conduct was unlawful. Any indemnification under the Indemnification Provisions
must be authorized based on a determination that the indemnification is proper
if the applicable standard of conduct has been met by the Indemnified Party,
provided that no such authorization is required, and indemnification is
mandatory, where a director or officer of the Company is successful in the
defense of such action, suit or proceeding or any claim or matter therein.
Otherwise, such determination will be made by a majority vote of a quorum of the
Board consisting of directors not a party to the suit, action or proceeding, by
a written opinion of independent legal counsel or by the stockholders. In the
event that a determination is made that a director or officer is not entitled to
indemnification under the Indemnification Provisions, the Indemnification
Provisions provide that the Indemnified Party may seek a judicial determination
of his or her right to indemnification. The Indemnification Provisions further
provide that the Indemnified Party is entitled to indemnification for all
expenses (including attorneys' fees) incurred in any proceeding seeking to
collect from the Company an indemnity claim under the Indemnification Provisions
if such Indemnified Party is successful. Other than proceedings to enforce
rights to indemnification, the Company is not obligated to indemnify any person
in connection with a proceeding initiated by such person, unless authorized by
the Board of Directors of the Company.
The Company will pay expenses incurred by a director or officer of the
Company, or a former director or officer of the Company, in advance of the final
disposition of an action, suit or proceeding, if he or she undertakes to repay
amounts advanced if it is ultimately determined that he or she is not entitled
to be indemnified by the Company.
3
<PAGE>
The Indemnification Provisions and provisions for advancing expenses in the
Company's Restated Certificate of Incorporation are expressly not exclusive of
any other rights of indemnification or advancement of expenses pursuant to the
Company's Amended and Restated Bylaws. The Indemnification Provisions and
provisions for advancing expenses in the Company's Amended and Restated Bylaws
and the Company's Restated Certificate of Incorporation are expressly not
exclusive of any other rights of indemnification or advancement of expenses
pursuant to any agreement, vote of the stockholders or disinterested directors
or pursuant to judicial direction.
Pursuant to that certain Amended and Restated Agreement of Transfer and
Plan of Exchange dated as of November 14, 1994 by and between the Company and
Price/Costco, Inc., a Delaware corporation ("PriceCostco"), from and after
December 21, 1994, and for a period of six years thereafter, PriceCostco shall
continue the indemnification rights of present and former directors and officers
of PriceCostco provided for in the Certificate of Incorporation and Bylaws of
PriceCostco as in effect on July 28, 1994 with respect to indemnification for
acts and omissions occurring prior to December 21, 1994, including, without
limitation, with respect to the litigation entitled FECHT ET AL. V. THE PRICE
COMPANY ET AL., for so long as such matters which have arisen prior to the end
of such six-year period remain outstanding.
In addition, for two years following December 21, 1994, PriceCostco shall
cause to be maintained the current policies of the officers' and directors'
liability insurance maintained by PriceCostco covering the persons who are
presently covered by PriceCostco officers' and directors' liability insurance
policies with respect to actions and omissions occurring prior to December 21,
1994 to the extent available; PROVIDED, that policies of at least the same
coverage containing terms and conditions which are no less advantageous to the
insured may be substituted therefor; and PROVIDED, FURTHER, that in no event
shall PriceCostco, utilizing its best efforts, be required to expend to maintain
or procure such insurance coverage in any amount per annum in excess of 125% of
the current annual premiums for the twelve-month period ended December 31, 1993
(the "Maximum Premium") with respect to such insurance, or, if the cost of such
coverage exceeds the Maximum Premium, the maximum amount of coverage that can be
purchased for the Maximum Premium.
The Company has purchased officers' and directors' liability insurance
covering all officers and directors of the Company with respect to actions and
omissions occurring on or after December 21, 1994. In addition, the Company has
entered into indemnification agreements with its directors and certain executive
officers (each, an "Indemnified Party"). An Indemnified Party is specifically
indemnified and held harmless under such agreements for costs and expenses,
including without limitation, damages, judgments, amounts paid in settlement,
reasonable costs of investigation, reasonable attorneys' fees, costs of
investigative, judicial or administrative proceedings or appeals, costs of
attachment or similar bonds, fines, penalties, and excise taxes assessed with
respect to employee benefit plans actually and reasonably incurred in connection
with a threatened, pending or completed claim, action, suit or proceeding by
reason of the fact that (i) he or she is or was a director, officer, employee
and/or agent of the Company; or (ii) is or was serving as a director, officer,
employee, trustee and/or agent of another corporation or entity at the request
of the Company. To qualify for indemnification, the claim must not be: (i)
based solely upon an Indemnified Party's gaining in fact any personal profit or
advantage to which he or she was not legally entitled; (ii) an accounting for
profits made from the purchase or sale of securities pursuant to Section 16(b)
of the Securities Exchange Act of 1934, as amended; and (iii) based solely upon
knowingly fraudulent, deliberately dishonest, or willful misconduct on the part
of the Indemnified Party. The Company will indemnify the Indemnified Party to
the extent that (i) the Indemnified Party gives the Company prompt written
notice of any claim; (ii) expenses have not been advanced pursuant to Article
Eighth of the Company's Restated Certificate of Incorporation; (iii) the
Indemnified Party has not already received payment pursuant to collectible
insurance policies; and (iv) indemnification is not unlawful.
Under such indemnification agreements, the Company will advance costs and
expenses incurred by the Indemnified Party in advance of the final disposition
of an action, suit or proceeding if he or she undertakes to repay amounts
advanced if it is ultimately determined by a court of competent jurisdiction
that he or she is not entitled to be indemnified by the Company. The Company
will advance costs and expenses related to defending or investigating an action,
suit or proceeding unless a determination is made
4
<PAGE>
that (i) the Indemnified Party did not act in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interest of the
Company; (ii) the Indemnified Party intentionally breached his or her duty to
the Company or its stockholders; or (iii) with respect to any criminal action or
proceeding, the Indemnified Party had reasonable cause to believe his or her
conduct was unlawful. Such determination will be made by a majority vote of a
quorum of the Board consisting of directors not a party to the suit, action or
proceeding, by a written opinion of independent legal counsel, by the
stockholders or by a final, nonappealable adjudication in a court of competent
jurisdiction. If the Company advances costs and expenses of any action, suit or
proceeding, the Company reserves the right to assume the defense of such action,
suit or proceeding upon written notice to the Indemnified Party of its intention
to do so. After delivery of such notice, the Company shall not be liable for
any costs or expenses incurred by the Indemnified Party in retaining separate
counsel unless (i) the employment of separate counsel was previously authorized
by the Company; (ii) the Indemnified Party reasonably concludes that joint
representation would entail a conflict of interest; or (iii) the Company shall
not, in fact, have employed counsel to assume the defense of such action, suit
or proceeding. The indemnification provisions and provisions for advancing
expenses in such agreements are expressly not exclusive of any other rights of
indemnification or advancement of expenses pursuant to the DGCL and the
Company's Restated Certificate of Incorporation and Amended and Restated Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the Exhibit Index attached hereto.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to
5
<PAGE>
the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on July 11, 1995.
PRICE ENTERPRISES, INC.
By: /s/ Robert E. Price
-----------------------------------------------
Robert E. Price
CHIEF EXECUTIVE OFFICER AND PRESIDENT
POWER OF ATTORNEY
Each person whose signature appears below authorizes Robert E. Price and
Daniel T. Carter, and either one of them, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact, for him in any and all
capacities, to sign any amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert E. Price Chairman of the Board, July 11, 1995
- ------------------------- Chief Executive Officer and
Robert E. Price President (Principal
Executive Officer)
/s/ Paul A. Peterson Vice Chairman of the Board July 11, 1995
- -------------------------
Paul A. Peterson
/s/ Daniel T. Carter Executive Vice President, July 11, 1995
- ------------------------- Chief Financial Officer and
Daniel T. Carter Secretary (Principal
Financial and Accounting
Officer)
/s/ James D. Sinegal Director July 11, 1995
- -------------------------
James D. Sinegal
/s/ Katherine L. Hensley Director July 11, 1995
- -------------------------
Katherine L. Hensley
/s/ Nancy Y. Bekavac Director July 12, 1995
- -------------------------
Nancy Y. Bekavac
/s/ Murray L. Galinson Director July 11, 1995
- -------------------------
Murray L. Galinson
/s/ Leon C. Janks Director July 12, 1995
- -------------------------
Leon C. Janks
7
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
------- ----
4.1 The Price Enterprises 1995 Combined
Stock Grant and Stock Option Plan (the
"Stock Plan") (incorporated herein by
reference to Exhibit 10.23 to
Registration Statement on Form 10 of
Price Enterprises, Inc. filed with the
Commission on December 13, 1994 (File
No. 0-20449)).
4.2 Form of Incentive Stock Option
Agreement under the Stock Plan.*
4.3 Form of Non-Qualified Stock Option
Agreement under the Stock Plan.*
4.4 The Price Enterprises Directors' 1995
Stock Option Plan (the "Directors'
Plan") (incorporated herein by
reference to Exhibit 10.24 to
Registration Statement on Form 10 of
Price Enterprises, Inc. filed with the
Commission on December 13, 1994 (File
No. 0-20449)).
4.5 Form of Non-Qualified Stock Option
Agreement under the Directors' Plan.*
5.1 Opinion of Latham & Watkins.*
15.1 Letter of Ernst & Young LLP re:
Unaudited Interim Financial
Information.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Arthur Andersen LLP.*
23.3 Consent of Latham & Watkins (included
in Exhibit 5.1 hereto).*
24.1 Power of Attorney (included on the
signature page hereto).*
* Filed herewith.
8
<PAGE>
EXHIBIT 4.2
FORM OF
INCENTIVE STOCK OPTION AGREEMENT
This agreement is between Price Enterprises, Inc., a Delaware corporation
(the "Company"), and ____________________ (the "Optionee"). The Company and the
Optionee agree as follows:
1. GRANT OF OPTION
Pursuant to The Price Enterprises 1995 Combined Stock Grant and Stock
Option Plan (the "Plan"), the Company hereby grants to the Optionee, as of the
date of grant set forth in the final paragraph of this Agreement (the "Date of
Grant"), an option to purchase __________ fully-paid and non-assessable shares
(the "Option Shares") of common stock of the Company, par value $.0001 per share
(the "Common Stock"), at a price of $__________ per share, upon the terms and
conditions hereinafter stated (the "Option"), to all of which the Optionee, by
the acceptance hereof, assents. It is intended that the Option shall constitute
an Incentive Stock Option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
2. OPTION PERIOD
The Option shall expire at the close of business on the [TENTH OR SOONER]
(___th) anniversary of the Date of Grant (the "Option Period"). Notwithstanding
the foregoing provision to the contrary, if the Optionee, at the time the Option
is granted, owns or, under the provisions of Section 424(d) of the Code, is
considered to own stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company, the Option Period
shall terminate at the close of business on the [FIFTH OR SOONER] (___th)
anniversary of the Date of Grant.
The Option shall become exercisable to purchase __________ percent (___%)
of the Option Shares on each anniversary of the Date of Grant, commencing on the
first (1st) anniversary of the Date of Grant. The Option shall not be
exercisable with respect to fractional Option Shares.
3. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE
(a) If the Optionee ceases to be an officer or employee of the Company,
for any reason other than death or termination for cause, or remains an
employee of the Company but ceases to be employed in a position in which
employees are eligible to receive options, as determined in the sole
judgment of the Authorized Committee (as such term is defined in the Plan),
the Optionee may exercise the Option as set forth in this Agreement only
for a period of ninety (90) days after such cessation (but not beyond the
Option Period); PROVIDED, HOWEVER, if such cessation is due to the
Optionee's disability (within the meaning of Section 22(e)(3) of the Code),
the Optionee may exercise the Option as set forth in this Agreement only
for a period of twelve (12) months after such cessation (but not beyond the
Option Period). Any exercise of the Option after such cessation may be
only to the extent of the full number of Option Shares the Optionee was
entitled to purchase under the Option on the date of such cessation, plus a
portion of the additional number of Option Shares, if any, the Optionee
would have become entitled to purchase on the next anniversary of the Date
of Grant following such cessation, such portion to be determined by
multiplying such additional number of Option Shares by a fraction, the
numerator of which shall be the number of days from the anniversary of the
Date of Grant preceding such cessation to the date of such cessation, and
the denominator of which shall be 365. Such portion shall be rounded, if
necessary, to the nearest whole share.
<PAGE>
(b) If the Optionee dies while an officer or employee of the Company, the
Option will continue in effect and may be exercised as set forth in this
Agreement for a period of twelve (12) months from the date of the
Optionee's death (but not beyond the Option Period) by the executor or
administrator of the Optionee's estate, or by a designated beneficiary or
beneficiaries pursuant to a Beneficiary Designation Form in a form approved
by the Company, which Beneficiary Designation Form has been properly filed
with the Company prior to the Optionee's death, or in the event there is no
such executor or administrator (or the person holding such position has
been discharged) or any such designated beneficiary, then by the person or
persons to whom the Optionee's rights under the Option shall pass by will
or by the laws of descent and distribution. Any exercise of the Option
after such death may be only to the extent of the full number of Option
Shares the Optionee was entitled to purchase under the Option on the date
of death, plus a portion of the additional number of shares, if any, the
Optionee would have become entitled to purchase on the next anniversary of
the Date of Grant following such death, such portion to be determined by
multiplying such additional number of Option Shares by a fraction, the
numerator of which shall be the number of days from the anniversary of the
Date of Grant preceding such death to the date of death, and the
denominator of which shall be 365. Such portion shall be rounded, if
necessary, to the nearest whole share.
(c) If the termination of the Optionee's position as an officer or
employee of the Company is for cause (as determined in the sole judgment of
the Authorized Committee), the Option shall thereupon be canceled and the
Optionee shall have no right to exercise any part of the Option after such
termination.
4. MANNER OF EXERCISE
The Option shall be exercised by giving written notice using the form
prescribed from time to time by the Company. Payment must be made in full in:
(a) Cash, or
(b) In the discretion of the Authorized Committee, by delivering Common
Stock of the Company already owned by the Optionee, or
(c) In the discretion of the Authorized Committee, a combination of cash
and Common Stock already owned by the Optionee,
PROVIDED THAT any delivery of shares of Common Stock already owned by the
Optionee shall not be allowed if it would constitute a disqualifying disposition
under Sections 422(a)(1) and 424(c) of the Code. For purposes of exercising the
Option, Common Stock delivered to the Company in payment of the exercise price
shall be valued at the publicly reported price for the last sale of the Common
Stock, or the average of the publicly reported closing bid and asked prices of
the Common Stock, as applicable, on the last business day preceding the date
upon which the Company receives written notice of exercise, or, if there are not
publicly reported prices of the Company's Common Stock, at the fair market value
of the Common Stock, as determined in good faith by the Authorized Committee.
5. WITHHOLDING
Prior to the delivery of any Option Shares purchased upon exercise of the
Option, the Company shall determine the amount of the federal and state income
tax, if any, required to be withheld under
2
<PAGE>
applicable law and shall collect from the Optionee the amount of any such tax to
the extent not previously withheld.
6. ADJUSTMENTS
The number of Option Shares subject to the Option shall be adjusted as
follows (in each case with the intent of maintaining the Optionee's
proportionate interest):
(a) In the event that the Company's outstanding Common Stock is changed by
any stock dividend, stock split or combination of shares, the number of
Option Shares subject to the Option and the purchase price per Option Share
shall be proportionately adjusted.
(b) Except as provided in sub-section (d) hereof, in the event of any
merger, consolidation or reorganization of the Company with any other
corporation or corporations, there may be substituted on an equitable basis
as determined by the Authorized Committee, for each Option Share then
subject to the Option, the number and kind of shares of stock or other
securities, or other property (including cash), to which the holders of
Common Stock of the Company will be entitled pursuant to the transaction
(and such shares, securities and property will thereafter be deemed to be
Option Shares for purposes of this Agreement).
(c) In the event of any other relevant change in the capitalization of the
Company, the Authorized Committee shall provide for an equitable adjustment
in the number of Option Shares then subject to the Option. In the event of
any such adjustment, the purchase price per Option Share shall be
proportionately adjusted.
(d) Notwithstanding the foregoing provisions of this Section 6, upon the
dissolution of the Company, or upon any merger or consolidation of the
Company where the Company is not the surviving corporation and the
surviving corporation does not agree to exchange its options for the Option
on terms fairly reflecting the terms of the merger or consolidation or
where the Authorized Committee does not make such other arrangements which
it may deem fair and equitable, the Option shall terminate and thereupon
become null and void; PROVIDED, HOWEVER, the Optionee shall have the right,
immediately prior to such dissolution, merger or consolidation, to exercise
the Option without regard to any otherwise applicable restriction as to
time of exercise, other than expiration of the Option Period.
7. LIMITATION ON EXERCISABILITY
Notwithstanding any other provision of this Agreement, the aggregate fair
market value (determined at the time the Option is granted) of the shares of the
Company's Common Stock with respect to which Incentive Stock Options (within the
meaning of Section 422 of the Code) are exercisable for the first time by the
Optionee during any calendar year (under the Plan and all other incentive stock
option plans of the Company) shall not exceed $100,000.
8. NON-TRANSFERABILITY OF OPTION
The Option shall not be transferable except to the executor or
administrator of the Optionee's estate or to the Optionee's heirs or devisees
and shall be exercisable during the Optionee's lifetime only by the Optionee.
The Option may, however, be surrendered to the Company for cancellation for such
3
<PAGE>
consideration and upon such terms as may be mutually agreed upon by the Company
and the holder of the Option.
9. NOTIFICATION OF DISPOSITION
The Optionee shall give prompt notice to the Company of any disposition or
other transfer of any shares of Common Stock acquired under this Agreement if
such disposition or transfer is made (a) within two (2) years from the date of
granting the Option with respect to such shares or (b) within one (1) year after
the transfer of such shares to the Optionee. Such notice shall specify the date
of such disposition or other transfer and the amount realized, in cash, other
property, assumption of indebtedness or other consideration, by the Optionee in
such disposition or other transfer.
10. OTHER PROVISIONS
(a) The holder of the Option shall not be entitled to any rights of a
stockholder of the Company with respect to any Option Shares until such
Option Shares have been paid for in full and issued upon exercise of the
Option.
(b) Nothing in the Plan or in the Option shall be deemed to interfere with
or limit in any way the right of the Company to terminate the Optionee's
employment at any time, nor confer the Optionee any right to continue in
the employ of the Company.
(c) The Option shall not be affected by an authorized leave of absence so
long as the Optionee continues to be an employee of the Company.
(d) This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
(e) As a material part of this Agreement, the Optionee and the Company
agree that in the event of any dispute between the Optionee and the
Company, the dispute shall be resolved by binding arbitration in San Diego,
California, under the Commercial Rules of the American Arbitration
Association.
(f) Upon exercise of the rights granted under this Agreement, the Optionee
agrees that the Optionee will not transfer any shares acquired hereunder so
as to result in a distribution in violation of the applicable federal and
state securities laws.
11. INCORPORATION OF PLAN BY REFERENCE
The Option is subject to all of the terms and provisions of the Plan, a
copy of which is available upon request, as the same may be amended from time to
time, and such terms and provisions are hereby incorporated herein and made a
part hereof as if set forth at length herein.
4
<PAGE>
The option evidenced by this Agreement is granted on the ___ day of
__________, 199_. The Company and the Optionee have executed this Agreement as
of such Date of Grant.
PRICE ENTERPRISES, INC., a Delaware corporation
By:
---------------------------
Name:
-------------------------
Title:
------------------------
- ------------------------------
Employee Signature
- ------------------------------
Date of Signature
- ------------------------------
Employee Social Security Number
5
<PAGE>
EXHIBIT 4.3
GRANT #_________
FORM OF
PRICE ENTERPRISES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This agreement is between Price Enterprises, Inc., a Delaware Corporation (the
"Company"), and
_____________________ (the "Optionee").
The Company and the Optionee agree as follows:
1. GRANT OF OPTION
Pursuant to the Price Enterprises, Inc. 1995 Combined Stock Grant and Stock
Option Plan (the "Plan"), the Company hereby grants to the Optionee, as of the
date of grant set forth in the final paragraph of this Agreement (the "Date of
Grant"), an option to purchase
___________fully-paid and non-assessable shares (the "Option Shares")
of common stock of the Company, $.0001 par value (the "Common Stock"), at a
price of
$__________per share,
upon the terms and conditions hereinafter stated (the "Option"), to all of which
the Optionee, by the acceptance hereof, assents. It is intended that the Option
not constitute an Incentive Stock Option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
2. OPTION PERIOD
The Option shall expire at the close of business on the first day following the
sixth (6th) anniversary of the Date of Grant (the "Option Period"). The Option
shall become exercisable to purchase twenty percent (20%) of the Option Shares
on each anniversary of the Date of Grant, commencing on the first (1st)
anniversary of the Date of Grant. The Option shall not be exercisable with
respect to fractional Option Shares, and shall vest as follows:
Vesting Date Vested Shares
------------- -------------
_______ ____
_______ ____
_______ ____
_______ ____
_______ ____
TOTAL: ______
<PAGE>
3. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE
(a) If the Optionee ceases to be an officer or employee of the Company for
any reason other than death or termination for cause, or remains an
employee of the Company but ceases to be employed in a position in which
employees are eligible to receive options, as determined in the sole
judgment of the Authorized Committee (as such term is defined in the Plan),
the Optionee may exercise the Option as set forth in this Agreement only
for a period of ninety (90) days after such cessation (but not beyond the
Option Period); provided, however, if such cessation is due to the
Optionee's disability (within the meaning of Section 22(e)(3) of the Code),
the Optionee may exercise the Option as set forth in this Agreement only
for a period of twelve (12) months after such cessation (but not beyond the
Option Period). Any exercise of the Option after such cessation may be
only to the extent of the full number of Option Shares the Optionee was
entitled to purchase under the Option on the date of such cessation, plus a
portion of the additional number of Option Shares, if any, the Optionee
would have become entitled to purchase on the next anniversary of the Date
of Grant following such cessation, such portion to be determined by
multiplying such additional number of Option Shares by a fraction, the
numerator of which shall be the number of days from the anniversary of the
Date of Grant preceding such cessation to the date of cessation, and the
denominator of which shall be 365. Such portion shall be rounded, if
necessary, to the nearest whole share.
(b) If the Optionee dies while an officer or employee of the Company, the
Option will continue in effect and may be exercised as set forth in this
Agreement for a period of twelve (12) months from the date of the
Optionee's death (but not beyond the Option Period) by the executor or
administrator of the Optionee's estate, or by a designated beneficiary or
beneficiaries pursuant to a Beneficiary Designation Form in a form approved
by the Company, which Beneficiary Designation Form has been properly filed
with the Company prior to the Optionee's death, or in the event there is no
such executor or administrator (or the person holding such position has
been discharged), or any such designated beneficiary, then by the person or
persons to whom the Optionee's rights under the Option shall pass by will
or the laws of descent and distribution. Any exercise of the Option after
such death may be only to the extent of the full number of Option Shares
the Optionee was entitled to purchase under the Option on the date of
death, plus a portion of the additional number of Option Shares, if any,
the Optionee would have become entitled to purchase on the next anniversary
of the Date of Grant following such death, such portion to be determined by
multiplying such additional number of Option Shares by a fraction, the
numerator of which shall be the number of days from the anniversary of the
Date of Grant preceding such death to the date of death, and the
denominator of which shall be 365. Such portion shall be rounded, if
necessary, to the nearest whole share.
(c) If the termination of the Optionee's position as an officer or
employee of the Company is for cause (as determined in the sole judgment of
the Authorized Committee), the Option shall thereupon be canceled and the
Optionee shall have no right to exercise any part of the Option after such
termination.
2
<PAGE>
4. MANNER OF EXERCISE
The option shall be exercised by giving written notice using the form prescribed
from time to time by the Company. Payment must be made in full in:
(a) Cash, or
(b) In the discretion of the Authorized Committee, by delivering Common
Stock of the Company already owned by the Optionee, or
(c) In the discretion of the Authorized Committee, a combination of cash
and Common Stock already owned by the Optionee.
For purposes of exercising the Option, Common Stock delivered to the Company in
payment of the exercise price shall be valued at the publicly reported price for
the last sale of the Common Stock, or the average of the publicly reported
closing bid and asked prices of the Common Stock, as applicable, on the last
business day preceding the date upon which the Company receives written notice
of exercise, or, if there are no publicly reported prices of the Company's
Common Stock, at the fair market value of the Common Stock, as determined in
good faith by the Authorized Committee.
5. WITHHOLDING
Prior to the delivery of any Option Shares purchased upon exercise of the
Option, the Company shall determine the amount of the federal and state income
tax, if any, required to be withheld under applicable law and shall collect from
the Optionee the amount of any such tax to the extent not previously withheld.
6. ADJUSTMENTS
The number of Option Shares subject to the Option shall be adjusted as follows
(in each case with the intent of maintaining the Optionee's proportional
interest):
(a) In the event that the Company's outstanding Common Stock is changed by any
stock dividend, stock split or combination of shares, the number of Option
Shares subject to the Option and the purchase price per Option Share shall be
proportionately adjusted.
(b) Except as provided in sub-section (d) hereof, in the event of any merger,
consolidation or reorganization of the Company with any other corporation or
corporations, there may be substituted on an equitable basis as determined by
the Authorized Committee, for each Option Share then subject to the Option, the
number and kind of shares of stock or other securities, or other property
(including cash), to which the holders of Common Stock of the Company will be
entitled pursuant to the transaction (and such shares, securities and property
will thereafter be deemed to be Option Shares for purposes of this Agreement).
(c) In the event of any other relevant change in the capitalization of the
Company, the Authorized Committee shall provide for an equitable adjustment in
the number of Option Shares then subject to the Option. In the event of any
such adjustment, the purchase price per Option Share shall be proportionately
adjusted.
3
<PAGE>
(d) Notwithstanding the foregoing provisions of this Section 6, upon the
dissolution of the Company, or upon any merger or consolidation of the Company
where the Company is not the surviving corporation and the surviving corporation
does not agree to exchange its options for the Option on terms fairly
reflecting the terms of the merger or consolidation or where the Authorized
Committee does not make such other arrangements which it may deem fair and
equitable, the Option shall terminate and thereupon become null and void;
provided, however, the Optionee shall have the right, immediately prior to
such dissolution merger or consolidation, to exercise the Option without
regard to any otherwise applicable restriction as to time of exercise, other
than expiration of the Option Period.
7. NON-TRANSFERABILITY OF OPTION
The Option shall not be transferable except to the executor or administrator of
the Optionee's estate or to the Optionee's heirs or devisees, and shall be
exercisable during the Optionee's lifetime only by the Optionee. The Option
may, however, be surrendered to the Company for cancellation for such
consideration and upon such terms as may be mutually agreed upon by the Company
and the holder of the Option.
8. OTHER PROVISIONS
(a) The holder of the Option shall not be entitled to any rights of a
stockholder of the Company with respect to any Option Shares until such Option
Shares have been paid for in full and issued upon exercise of the Option.
(b) Nothing in the Plan or in the Option shall be deemed to interfere with or
limit in any way the right of the Company to terminate the Optionee's employment
at any time, nor confer the Optionee any right to continue in the employ of the
Company.
(c) The Option shall not be affected by an authorized leave of absence so long
as the Optionee continues to be an officer or employee of the Company.
(d) This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.
(e) As a material part of this Agreement, the Optionee and the Company agree
that in the event of any dispute between the Optionee and the Company, the
dispute shall be resolved by binding arbitration in San Diego, California, under
the Commercial Rules of the American Arbitration Association.
(f) Upon exercise of the rights granted under this Agreement, the Optionee
agrees that the Optionee will not transfer any shares acquired hereunder so as
to result in a distribution in violation of the applicable federal and state
securities laws.
4
<PAGE>
9. INCORPORATION OF PLAN BY REFERENCE
The Option is subject to all of the terms and provisions of the Plan, a copy of
which is available upon request, as the same may be amended from time to time,
and such terms and provisions are hereby incorporated herein and made a part
hereof as if set forth at length herein.
The option evidenced by this Agreement is granted on the 11TH DAY OF JANUARY,
1995. The Company and Optionee have executed this Agreement as of such Date of
Grant.
PRICE ENTERPRISES, INC.
A DELAWARE CORPORATION
BY __________________________
ROBERT E. PRICE, CEO
_____________________________
EMPLOYEE SIGNATURE
_____________________________
DATE OF SIGNATURE
5
<PAGE>
EXHIBIT 4.5
FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
This agreement is between Price Enterprises, Inc., a Delaware corporation
(the "Company"), and ____________________ (the "Optionee"). The Company and the
Optionee agree as follows:
1. GRANT OF OPTION
Pursuant to The Price Enterprises Directors' 1995 Stock Option Plan (the
"Plan"), the Company hereby grants to the Optionee, as of the date of grant set
forth in the final paragraph of this Agreement (the "Date of Grant"), an option
to purchase _____________ fully-paid and non-assessable shares (the "Option
Shares") of common stock of the Company, par value $.0001 per share (the "Common
Stock"), at a price of $__________ per share, upon the terms and conditions
hereinafter stated (the "Option"), to all of which the Optionee, by the
acceptance hereof, assents. It is intended that the Option shall not constitute
an Incentive Stock Option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
2. OPTION PERIOD
The Option shall expire at the close of business on tenth (10th)
anniversary of the Date of Grant (the "Option Period").
The Option shall become exercisable to purchase twenty percent (20%) of the
Option Shares on each anniversary of the Date of Grant, commencing on the first
(1st) anniversary of the Date of Grant. The Option shall not be exercisable
with respect to fractional Option Shares.
3. EFFECT OF TERMINATION OF DIRECTORSHIP
When the Optionee ceases to be a director of the Company, whether because
of death, resignation, removal, expiration of his or her term of office or any
other reason, the Option shall terminate ninety (90) days after the date the
Optionee ceases to be a director of the Company and may thereafter no longer be
exercised; except that (i) upon the Optionee's death his or her legal
representative(s) or the person(s) entitled to do so under the Optionee's last
will and testament or under applicable intestate laws shall have the right to
exercise the Option within one (1) year after the date of death (but not beyond
the Option Period), but only for the number of shares as to which the Optionee
was entitled to exercise the Option on the date of his or her death and (ii)
upon the Optionee's ceasing to be a director by reason of disability he or she
(or his or her guardian) shall have the right to exercise the Option within one
(1) year after the date the Optionee ceased to be a director (but not beyond the
Option Period), but only for the number of shares as to which the Optionee was
entitled to exercise the Option on the date of his or her ceasing to be a
director.
4. MANNER OF EXERCISE
The Option shall be exercised by giving written notice using the form
prescribed from time to time by the Company. Payment must be made in full in:
(a) Cash, or
(b) In the discretion of the Committee (as such term is defined in the
Plan), by delivering Common Stock of the Company already owned by the
Optionee, or
<PAGE>
(c) In the discretion of the Committee, a combination of cash and Common
Stock already owned by the Optionee.
For purposes of exercising the Option, Common Stock delivered to the Company in
payment of the exercise price shall be valued at the publicly reported price for
the last sale of the Common Stock, or the average of the publicly reported
closing bid and asked prices of the Common Stock, as applicable, on the last
business day preceding the date upon which the Company receives written notice
of exercise, or, if there are not publicly reported prices of the Company's
Common Stock, at the fair market value of the Common Stock, as determined in
good faith by the Board.
5. WITHHOLDING
Prior to the delivery of any Option Shares purchased upon exercise of the
Option, the Company shall determine the amount of the federal and state income
tax, if any, required to be withheld under applicable law and shall collect from
the Optionee the amount of any such tax to the extent not previously withheld.
6. ADJUSTMENTS
The number of Option Shares subject to the Option shall be adjusted as
follows:
(a) In the event that the Company's outstanding Common Stock is changed by
any stock split, reverse stock split, stock dividend, combination or
reclassification of shares, the number of Option Shares subject to the
Option and the purchase price per Option Share shall be proportionately
adjusted.
(b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company as a result of which
the Company's outstanding shares of Common Stock are changed or exchanged
for cash or property or securities not of the Company's issue, or upon a
sale of substantially all the property of the Company to another
corporation or person, the Option shall terminate, unless provisions shall
be made in writing in connection with such transaction for the continuance
of the Plan and/or for the assumption of the Option, or the substitution
for the Option of options covering the stock of a successor corporation, or
a parent or subsidiary thereof, with appropriate adjustments as to the
number and kind of shares and prices, in which event the Option shall
continue in the manner and under the terms so provided. If the Option
shall terminate pursuant to the foregoing sentence, the Optionee shall have
the right, at such time prior to the consummation of the transaction
causing such termination as the Company shall designate, to exercise the
Option without regard to any otherwise applicable restriction as to time of
exercise, other than expiration of the Option Period.
2
<PAGE>
7. LIMITATION ON EXERCISABILITY
Notwithstanding any other provision herein, the Option may not be exercised
prior to approval of the Plan by the Company's stockholders having a majority of
the voting power of the outstanding stock; nor prior to the admission of the
shares of Common Stock issuable on exercise of the Option to listing on notice
of issuance on any stock exchange on which shares of the same class are then
listed; nor unless and until, in the opinion of counsel for the Company, such
securities may be issued and delivered without causing the Company to be in
violation of or incur any liability under any federal, state or other securities
law, any requirement of any securities exchange listing agreement to which the
Company may be a party, or any other requirement of law or of any regulatory
body having jurisdiction over the Company.
8. NON-TRANSFERABILITY OF OPTION
The Option shall not be transferable by the Optionee other than by will or
the laws of descent and distribution, may not be pledged or hypothecated, and
shall be exercisable during the Optionee's lifetime only by the Optionee or by
his or her guardian or legal representative.
9. OTHER PROVISIONS
(a) In consideration of the granting of the Option, the Optionee agrees to
remain as a director of the Company for a period of at least one (1) year
after the Date of Grant. Nothing in the Plan or in this Agreement,
however, confers upon the Optionee any right to continue as a director of
the Company or interferes with or restricts in any way the rights of the
Company or the Company's stockholders, which are hereby expressly reserved,
to remove the Optionee at any time for any reason whatsoever, with or
without cause, to the extent permitted by the Company's bylaws and
applicable law.
(b) The holder of the Option shall not be entitled to any rights of a
stockholder of the Company with respect to any Option Shares until such
Option Shares have been paid for in full and issued upon exercise of the
Option.
(c) This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
(d) As a material part of this Agreement, the Optionee and the Company
agree that in the event of any dispute between the Optionee and the
Company, the dispute shall be resolved by binding arbitration in San Diego,
California, under the Commercial Rules of the American Arbitration
Association.
(e) Upon exercise of the rights granted under this Agreement, the Optionee
agrees that the Optionee will not transfer any shares acquired hereunder so
as to result in a distribution in violation of the applicable federal and
state securities laws.
10. INCORPORATION OF PLAN BY REFERENCE
The Option is subject to all of the terms and provisions of the Plan, a
copy of which is available upon request, as the same may be amended from time to
time, and such terms and provisions are hereby incorporated herein and made a
part hereof as if set forth at length herein.
3
<PAGE>
The option evidenced by this Agreement is granted on the ___ day of
__________, 1995. The Company and the Optionee have executed this Agreement as
of such Date of Grant.
PRICE ENTERPRISES, INC., a Delaware corporation
By:
----------------------------------
Name:
-------------------------------
Title:
------------------------------
- -------------------------------------
Director Signature
- -------------------------------------
Date of Signature
- -------------------------------------
Director Social Security Number
4
<PAGE>
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
July 12, 1995
Price Enterprises, Inc.
4649 Morena Boulevard
San Diego, California 92117
Re: Form S-8 Registration Statement; 1,650,000 Shares of Common
Stock, Par Value $.0001 Per Share, of Price Enterprises, Inc.
---------------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration of 1,650,000 shares of common
stock of the Company, par value $.0001 per share (the "Shares"), under the
Securities Act of 1933, as amended (the "Act"), by Price Enterprises, Inc., a
Delaware corporation (the "Company"), on a Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission (the "Commission") on or
about July 12, 1995 (the "Registration Statement"), you have requested our
opinion with respect to the matters set forth below.
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and distribution of the
Shares, and for the purposes of this opinion, have assumed such proceedings will
be timely completed in the manner presently proposed. In addition, we have made
such legal and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
<PAGE>
Price Enterprises, Inc.
July 12, 1995
Page 2
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or any other laws, or as to any matters of
municipal law or the laws of any other local agencies within the state.
Subject to the foregoing, it is our opinion that the Shares have been
duly authorized, and upon issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement, will be validly issued, fully paid
and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
------------------------------------
LATHAM & WATKINS
<PAGE>
Exhibit 15.1
LETTER OF ERNST & YOUNG LLP
RE UNAUDITED QUARTERLY FINANCIAL STATEMENTS
July 12, 1995
Board of Directors
Price Enterprises, Inc.
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of Price Enterprises, Inc. for the registration of 1,650,000 shares
of its common stock of our reports dated January 25, 1995 and April 6, 1995
relating to the unaudited condensed consolidated interim financial statements of
Price Enterprises, Inc. which are included in its Forms 10-Q for the quarters
ended December 18, 1994 and March 12, 1995, respectively.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst and Young LLP
- --------------------------------
ERNST AND YOUNG LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Price Enterprises, Inc. of our report dated September 12, 1994 included
in the Registration Statement on Form S-4 of Price Enterprises, Inc. as amended,
and the related Prospectus of Price Enterprises, Inc. and Offering Circular of
Price/Costco, Inc., as amended by the Supplement, and incorporated by reference
in the Registration Statement (Form 10) of Price Enterprises, Inc. filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
- -------------------------
ERNST & YOUNG LLP
San Diego, California
July 12, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Price Enterprises, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 14, 1994
included in the Price Enterprises, Inc. registration statement on Form S-4, as
amended, dated November 17, 1994, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
- -----------------------------------
ARTHUR ANDERSEN LLP
Seattle, Washington,
July 11, 1995
