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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20540
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No __1__)*
Price Enterprises, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
741444103
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(CUSIP Number)
Daniel T. Carter 4649 Morena Blvd. San Diego, CA 92117
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(Name, Address and Telephone of Person Authorized to Receive Notice and
Communications) (619) 581-4889
February 9, 1995
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(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 Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial, ownership of more than five percent of the class of
securities described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 741444103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert E. Price
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
N/A (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
7 SOLE VOTING POWER
NUMBER OF See Attached
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY See Attached
EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH See Attached
10 SHARED DISPOSITIVE POWER
See Attached
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,877,928
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2,877,928
----------- = 12.39%
23,224,028
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
Number of Shares Beneficially Owned by Each Reporting Person With
7) Sole Voting Power
5,112 By Robert Price as Custodian for His Minor Children (UGMA-CA)
8) Shared Voting Power
2,785,796 By Robert Price as Co-Trustee of Robert & Allison Price
Trust 1/10/75
86,520 By Robert Price as Co-Trustee of a Trust for Benefit of His
Minor Children
500 By Robert Price as a Director of the Sol & Helen Price Foundation
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2,872,816 TOTAL
9) Sole Dispositive Power
5,112 By Robert Price as Custodian for His Minor Children (UGMA-CA)
10) Shared Dispositive Power
2,785,796 By Robert Price as Co-Trustee of Robert & Allison Price
Trust 1/10/75
86,520 By Robert Price as Co-Trustee of a Trust for Benefit of His
Minor Children
500 By Robert Price as a Director of the Sol & Helen Price Foundation
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2,872,816 TOTAL
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
1. SECURITY AND ISSUER
Price Enterprises, Inc.
Common Stock
Daniel Carter, Exec. V.P. and Secretary
4649 Morena Blvd.
San Diego, CA 92117
2. IDENTITY AND BACKGROUND
a) Robert E. Price
b) 4649 Morena Blvd.
San Diego, CA 92117
c) President and Chief Executive Officer
of Price Enterprises, Inc.
d) None
e) None
f) U.S. Citizen
3. SOURCE AND AMOUNT OF FUNDS
All shares were acquired through a one-for-one exchange offer of shares
of common stock of Price/Costco, Inc. for shares of common stock of Price
Enterprises, Inc., pursuant to the Offering Circular/Prospectus of
Price/Costco, Inc. and Price Enterprises, Inc., dated November 21, 1994, as
supplemented (the "Exchange Offer").
4. PURPOSE OF TRANSACTION
The purpose of the acquisition of Price Enterprises common stock through
the Exchange Offer was for investment purposes only.
5. INTEREST IN SECURITIES OF THE ISSUER
a) The aggregate number of shares beneficially owned (2,877,928
or 12.39%) is held as follows:
- 2,785,796 shares by Robert Price as Co-Trustee of Robert &
Allison Price Trust 1/10/75
- 86,520 shares by Robert Price as Co-Trustee of a Trust for
Benefit of His Minor Children
- 5,112 shares by Robert Price as Custodian for His Minor
Children (UGMA-CA)
- 500 shares by Robert Price as a Director of the Sol & Helen
Price Foundation.
These shares do not include the 8,293,660 shares (approximately
35.71%) of Price Enterprises common stock beneficially owned by Sol
Price, the father of Robert Price.
b) The power to vote and the power to dispose of such shares is as
follows:
Sole power to vote or direct the vote: 5,112
Shared power to vote or direct the vote: 2,872,816
Sole power to dispose or direct the disposition: 5,112
Shared power to dispose or direct the disposition: 2,872,816
Allison Price, who is the wife of Robert Price, is the Co-Trustee
with Robert Price for each of the Robert & Allison Price Trust and
a trust established for the benefit of their three minor children.
Under the terms of these trusts, the Co-Trustees must act jointly
to vote or dispose of shares of stock owned by such trusts.
c) On December 21, 1994, Robert Price, as Co-Trustee of Robert & Allison
Price Trust 1/10/75 acquired 2,785,796 shares of Price Enterprises
common stock through the Exchange Offer. On December 21, 1994, Robert
Price, as Co-Trustee of a trust for the benefit of his three minor
children, acquired 86,520 shares of Price Enterprises common stock
through the Exchange Offer. On December 21, 1994, Robert Price, as
Custodian for his Minor Children (UGMA-CA), acquired 5,112 shares of
Price Enterprises common stock through the Exchange Offer. On
December 21, 1994, the Sol & Helen Price Foundation, of which Robert
Price is a Director, acquired 500 shares of Price Enterprises common
stock through the Exchange Offer.
As contemplated by the Exchange Offer, on February 9, 1995,
Price/Costco consummated a sale to Price Enterprises, effective as of
February 6, 1995, of the remaining 3,775,972 shares of Price
Enterprises common stock owned by Price/Costco following consummation
of the Exchange Offer. Such sale reduced the number of outstanding
shares of Price Enterprises common stock from 27,000,000 to 23,224,028
and correspondingly increased Robert Price's percentage ownership of
Price Enterprises common stock from approximately 10.66% to
approximately 12.39%.
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d) N/A
e) N/A
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER
N/A
7. EXHIBITS
N/A
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.
February 14, 1995 /s/ Robert E. Price
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Date Robert E. Price
