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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. 2)
(FINAL AMENDMENT)
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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$57,614,013 $11,523
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* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 10,475,275 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. 2 (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 shares of its common stock, par value $.0001 per share
("Common Stock"), 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. This Amendment constitutes
the final amendment to Schedule 13E-4 in accordance with Rule 13e-4(c)(3)
under the Securities Exchange Act of 1934, as amended, and General
Instruction D to Schedule 13E-4.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 8. ADDITIONAL INFORMATION.
Items 4 and 8(e) of the Schedule 13E-4 are hereby amended and supplemented
to add the following information:
The Offer expired at 12:00 Midnight, New York City time, on Thursday,
October 15, 1998. A total of 13,191,485 shares of Common Stock were properly
tendered pursuant to the Offer. In accordance with the terms of the Offer, the
Company accepted for purchase and purchased 10,475,275 Shares at a purchase
price of $5.50 per share. Prior to the expiration of the Offer, the Company
exercised its right to purchase 475,275 shares of its Common Stock in addition
to the 10,000,000 originally contemplated by the Offer. Of the 13,191,485
shares tendered, odd-lots totaling 5,131 shares were purchased in their
entirety. The remaining 13,186,354 shares tendered were purchased by the
Company on a pro rata basis of approximately 79.4%. The 10,475,275 shares
purchased pursuant to the Offer represented approximately 44.1% of the
23,763,766 shares of Common Stock outstanding as of October 15, 1998.
On October 16, 1998, the Company issued a press release announcing the
preliminary results of the Offer, and on October 21, 1998, the Company issued a
press release announcing the final results of the Offer. Copies of the press
releases issued by the Company on October 16, 1998 and October 21, 1998 are
attached hereto as Exhibits (a)(9) and (a)(10), respectively, and are
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 13E-4 is hereby amended and supplemented to add the
following exhibits:
(a)(9) Press Release dated October 16, 1998.
(a)(10) Press Release dated October 21, 1998.
2
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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 27, 1998 PRICE ENTERPRISES, INC.
By: /s/ JACK MCGRORY
Name: Jack McGrory
Title: President and Chief
Executive Officer
3
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EXHIBIT (a)(9)
PRICE ENTERPRISES, INC. ANNOUNCES
PRELIMINARY RESULTS OF TENDER OFFER
FOR SHARES OF ITS COMMON STOCK
SAN DIEGO, Oct. 16,/PR Newswire/-Price Enterprises, Inc. (Nasdaq: PREN and
PRENP) announced today the preliminary results of its previously announced
self tender offer for up to 10,000,000 shares of its common stock at a price
of $5.50 per share. A preliminary count by ChaseMellon Shareholder Services,
L.L.C., the depositary for the offer, shows 13,184,117 shares of common stock
have been validly tendered and not withdrawn, including 133,637 shares
tendered subject to notice of guaranteed delivery. Based on the preliminary
count, the Company intends to exercise its right to purchase up to an
additional 475,275 of the tendered shares, resulting in a proration factor of
approximately 79.4537% of the shares tendered.
The offer expired at 12:00 midnight, New York City time, on October 15, 1998.
The tender offer has not been extended.
The determination of the actual number of shares to be purchased and the
final proration factor are subject to final confirmation and the proper
delivery of all shares tendered and not withdrawn, including shares tendered
pursuant to the guaranteed delivery procedure. The Company intends to
announce the final results of the tender offer as soon as possible following
the calculation of the final proration factor.
Price Enterprises, Inc. is operating as a real estate investment trust whose
principal business is to acquire, develop, operate, manage and lease real
property. The Company's current real estate portfolio consists of 31
commercial properties located primarily in the West and Northeast and which
are principally leased to major retail tenants.
This press release contains forward-looking statements that are subject to
risks and uncertainties that might cause actual results to differ from those
foreseen, including the competition for acquisition of real estate, and the
Company's dependence on rental income from real property as well as the other
risks detailed in the Company's SEC reports, including the report on Form
10-K filed on March 27, 1998.
/CONTACT: Jack McGrory, Chief Executive Officer, 619-581-4973 or Gary W.
Nielson, Chief Financial Officer, 819-581-5430, both of Price Enterprises,
Inc./
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PRICE ENTERPRISES, INC. COMPLETES TENDER OFFER
FOR SHARES OF ITS COMMON STOCK
SAN DIEGO, Oct. 21 /PR Newswire/-- Price Enterprises, Inc. (Nasdaq: PREN,PRENP)
today announced the final results of its $5.50 per share self-tender offer for
up to 10,000,000 shares of its common stock, or approximately 42.1% of its
outstanding shares on September 17, 1998. The offer expired at 12:00 midnight,
New York City time on October 15, 1998.
Based on final count by ChaseMellon Shareholder Services, L.L.C., the
depositary for the offer 13,191,485 shares of the Company's common stock were
properly tendered pursuant to the offer. Under the terms of the offer, the
Company accepted for purchase and purchased 10,475,275 shares. As previously
announced the Company exercised its right to purchase 475,275 shares of its
common stock in addition to the 10,000,000 originally contemplated by the
offer. Of the 13,191,485 shares tendered, odd-lots totaling 5,131 shares
were purchased in their entirety. The remaining 13,186,354 shares tendered
were purchased by the Company on a pro rata basis of approximately 79.4%.
The Company expects that the depositary will begin issuing payment for shares
purchased in the offer on October 23, 1998 and will complete the payment
process as promptly as possible. Shares not purchased pursuant to the offer
will be promptly returned by the depositary.
The 10,475,275 shares purchased pursuant to the offer represented approximately
44.1% of the 23,763,766 shares outstanding as of October 15, 1998. Following
the purchase of shares through the offer, the Company now has approximately 13.3
million shares of its common stock outstanding.
Price Enterprises, Inc. is operating as a real estate investment trust whose
principal business is to acquire, develop, operate, manage and lease real
property. The Company's current real estate portfolio consists of 31 commercial
properties located primarily in the West and Northeast and which are principally
leased to major retail tenants.
This press release contains forward-looking statements that are subject to risks
and uncertainties that might cause actual results to differ from those foreseen,
including the competition for acquisition of real estate, and the Company's
dependence on rental income from real property as well as the other risks
detailed in the Company's SEC reports, including the report on Form 10-K filed
on March 27, 1998.
/CONTACT: Jack McGrory, Chief Executive Officer, 619-581-4973 or Gary W.
Nielson, Chief Financial Officer, 619-581-5430, both of Price Enterprises, Inc./
