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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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JULY 26, 1996
Date of Report (Date of earliest event reported)
PRICE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20449 33-0628740
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4649 MORENA BOULEVARD
SAN DIEGO, CALIFORNIA 92117
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(Address of principal (zip code)
executive offices)
(619) 581-4530
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Registrant's telephone number, including area code
Page 1 of 3 Pages
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Item 5. OTHER EVENTS.
On July 26, 1996, Price Enterprises, Inc. announced a tentative settlement
agreement of the class and derivative action pending in the United States
District Court, Western District of Washington, entitled IN RE PRICECOSTCO
SHAREHOLDER LITIGATION, as more fully described in the press release attached
hereto as Exhibit 99, the text of which is incorporated herein by this
reference.
EXHIBIT NO. Description
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* 99 Press Release dated July 26, 1996
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* Filed Herewith
2
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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: July 29, 1996 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
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EXHIBIT 99
PRICE ENTERPRISES, INC. ANNOUNCES
TENTATIVE SETTLEMENT OF PENDING LITIGATION
SAN DIEGO, July 26 /PRNewswire/ -- Price Enterprises, Inc.
(Nasdaq: PREN) today announced a tentative settlement agreement of the
class and derivative action pending in the United States District Court,
Western District of Washington, entitled "In Re PriceCostco Shareholder
Litigation." That action has alleged violation of certain state and
federal laws arising from the spin-off of Price Enterprises, Inc. (PEI)
from PriceCostco, Inc. (PCCW) and the prior merger between the Price
Company and Costco Wholesale Corporation. The agreement, which is
subject to court approval, contains the following material terms:
1. With respect to Price Global Trading, LLC (currently a
subsidiary of PEI and PCCW), all obligations and non-compete
restrictions of PCCW and PEI will be eliminated (except where
appropriate, PCCW's non-compete restrictions related to Panama, Guam
and Saipan, where there are existing licensees of Price Global), and PEI
will assume sole ownership of Price Global.
2. With respect to Price Quest, LLC (currently a subsidiary of PEI
and PCCW), all obligations and non-compete restrictions of PCCW and PEI,
except as to the automobile advertising/referral and travel businesses,
will be eliminated and PEI will assume sole ownership of those
businesses and of Price Quest.
3. Trademark licenses and assignments by PCCW to Price Global and
to Price Quest, regarding the names Price Club, PriceCostco, Price Club
Costco, Price Quest and Price Club Quest, will be terminated (except,
where appropriate, those relating to Panama, Guam and Saipan).
4. Plaintiffs will seek an award of attorneys fees of $4.25
million, of which $1.25 million will be contributed on behalf of PEI.
PEI anticipates taking a corresponding $1.25 million expense during the
fourth quarter of fiscal 1996.
Price Enterprises is a diversified company whose primary asset is a
significant portfolio of unencumbered commercial real estate. In
addition to its real estate and related assets, the Company currently
owns a 51% interest in Price Quest, a 51% interest in Price Global
Trading, and a 100% interest in Price Ventures, a company which is
pursuing new merchandising businesses.
-0- 7/26/96
/CONTACT: Daniel T. Carter, Chief Financial Officer of Price
Enterprises, 619-581-4889/
(PREN)
