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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 1
PRICE ENTERPRISES, INC.
(Name of Issuer)
PRICE ENTERPRISES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(Title of Class of Securities)
741444 202
(CUSIP Number of Class of Securities)
JACK MCGRORY
PRICE ENTERPRISES, INC.
4649 MORENA BOULEVARD
SAN DIEGO, CALIFORNIA 92117
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
SCOTT N. WOLFE, ESQ.
ROBERT E. BURWELL, ESQ.
LATHAM & WATKINS
701 B STREET, SUITE 2100
SAN DIEGO, CALIFORNIA 92101
(619) 236-1234
SEPTEMBER 17, 1998
(Date Tender Offer First Published,
Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$55,000,000 $11,000
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* For the purpose of calculating the filing fee only, this amount is based
on the purchase of 10,000,000 shares of Common Stock, par value $.0001
per share, of Price Enterprises, Inc. at $5.50 per share.
** The amount of the filing fee equals 1/50th of one percent (1%) of the
value of the securities to be acquired.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount Previously Paid: $11,000. Filing party: Price Enterprises, Inc.
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Form or Registration No.: 5-43425. Date Filed: September 17, 1998.
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This Amendment No. 1 (this "Amendment") to the Issuer Tender Offer
Statement on Schedule 13E-4 originally filed with the Securities and Exchange
Commission on September 17, 1998 (the "Schedule 13E-4") relates to the offer by
Price Enterprises, Inc., a Maryland corporation (the "Company" or the "Issuer"),
to purchase up to 10,000,000 shares of its common stock, par value $.0001 per
share ("Common Stock") (constituting approximately 42.1% of the shares
outstanding on September 9, 1998), at $5.50 per share (the "Purchase Price"),
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated September 17, 1998
(the "Offer to Purchase") and in the related Letter of Transmittal (which, as
amended or supplemented from time to time, together constitute the "Offer"), and
is intended to satisfy the reporting requirements of Section 13(e) of the
Securities and Exchange Act of 1934, as amended.
ITEM 1. SECURITY AND ISSUER.
(c) The Offer to Purchase contains a chart disclosing the high and low
sales prices for the Common Stock on the Nasdaq National Market for each
quarterly period beginning January 1, 1996. The chart also contains "As
Adjusted" columns showing high and low sales prices of the Common Stock for
the same period that have been adjusted to reflect the effects of the
Company's pro rata distribution of 8 3/4% Series A Cumulative Redeemable
Preferred Stock ("Series A Preferred Stock") on August 17, 1998. The
distribution of the Series A Preferred Stock divided the Company's equity
between the Common Stock and the Series A Preferred Stock, resulting in a
substantial decrease in the trading prices of the Common Stock. As a result,
the Company included the "As Adjusted" column because it believed that the
actual prices would not provide meaningful information to stockholders in
determining whether to tender their Shares. To reflect the effects of the
distribution of the Series A Preferred Stock in the table, the Company
subtracted $14 7/8 (the closing sale price of the Series A Preferred Stock on
the first day of trading) from each entry. The Company believes that the
closing sale price on the first day of trading offers a reasonable,
market-based estimate of the value reallocated from the Common Stock to the
Series A Preferred Stock as a result of the distribution. In choosing the
closing sale price on the first day of trading as the appropriate adjustment,
the Company noted by analogy that its stockholders were likely to use the
closing sale prices of the Common Stock and the Series A Preferred Stock on
the first day of trading of the Series A Preferred Stock to allocate basis
between the two securities.
ITEM 8. ADDITIONAL INFORMATION.
(e) All references to the Private Securities Litigation Reform Act of 1995
in the Offer to Purchase are hereby deleted. By its terms, the Private
Securities Litigation Reform Act does not apply to forward-looking statements
made in connection tender offers.
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SIGNATURE
After due 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.
Dated: October 2, 1998 PRICE ENTERPRISES, INC.
By: /s/ JACK MCGRORY
Name: Jack McGrory
Title: President and Chief
Executive Officer
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