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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
741444202
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(CUSIP Number)
Kathleen M. Hillan 4649 Morena Blvd., San Diego, CA 92117
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 20, 1998
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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 [X]. (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. 741444202 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Price Family Charitable Fund
95 3842468
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [*]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
San Diego, California - USA
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7 SOLE VOTING POWER
NUMBER OF 2,622,580
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,622,580
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,622,580
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2,622,580 divided by 23,751,372 = 11.0%
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14 TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTION BEFORE FILLING OUT!
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1. SECURITY AND ISSUER
Price Enterprises, Inc.
Common Stock
Kathleen M. Hillan, Senior V.P. - Finance
4649 Morena Blvd.
San Diego, CA 92117
2. IDENTITY AND BACKGROUND
a) The Price Family Charitable Fund
b) 7979 Ivanhoe Avenue, Suite 520
La Jolla, CA 92037
c) Private Foundation
d) None
e) None
f) Private Foundation in United States
3. SOURCE AND AMOUNT OF FUNDS
All securities were acquired by contributions to the Fund.
4. PURPOSE OF TRANSACTION
The purpose of the acquisition of Price Enterprises common stock from
the contribution was for investment purposes only.
On April 20, 1998, Price Enterprises filed a Registration Statement on
Form S-3 registering for sale, among other shares, 400,000 shares of
Price Enterprises common stock owned by the Price Family Charitable
Fund. As indicated in the Form S-3, such shares may be sold, among
other ways, in market transactions or in negotiated transactions at
prices to be determined by the parties thereto. Such shares, or a
portion thereof, may be sold at one time or from time to time for so
long as the Form S-3 remains effective, but it is expected that all
sales to be made under the Form S-3 will be completed by June 30, 1998.
The Price Family Charitable Fund, together with the other selling
stockholders, requested the registration to assist Price Enterprises in
complying with ownership limitations applicable to real estate
investment trusts, including the requirement that no more than 50% in
value of a REIT's outstanding shares of stock be owned, actually or
constructively, by five or fewer individuals (as defined by the
Internal Revenue Code of 1986, as amended, to include certain entities)
during the last half of a taxable year. The selling stockholders have
agreed to reimburse Price Enterprises for its expenses in connection
with the registration of such shares.
5. INTEREST IN SECURITIES OF THE ISSUER
a) The aggregate number of shares beneficially owned (2,622,580 or
11.0%) is held as follows.
- 2,622,580 shares by The Price Family Charitable Fund
b) The power to vote and the power to dispose of such shares is as
follows:
Sole power to vote or direct the vote: 2,622,580
Sole power to dispose or direct the disposition 2,622,580
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c) On December 4, 1996, the Price Family Charitable Fund received a
contribution of 2,500,000 shares of Price Enterprises common stock.
The Fund previously owned 500 shares of Price Enterprises common
stock prior to December 1996 contribution.
On December 31, 1997, the Price Family Charitable Fund received
122,080 shares from the Pearl Effron Trust A per the decedent's
bequest.
d) N/A
e) N/A
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER
N/A
7. EXHIBITS
N/A
The Price Family Charitable Fund (the "Fund") is a private foundation. Certain
directors of the Fund beneficially own Common Stock of Price Enterprises, Inc;
accordingly, in accordance with General Instruction C to Schedule 13D, the
information relating to such persons and responsive to Items 2-6 is set forth
below.
The directors of the fund are Sol Price, Robert Price, Jim Cahill, Helen Price
and Allison Price. The officers of the Fund are Mr. Robert Price, Vice President
and Treasurer, Mr. Sol Price, Vice President, and Mr. Joseph Satz, Secretary.
Each of the foregoing individuals disclaims membership in a group with the Fund.
Responses to Items 2-6 for Mr. Sol Price, Mr. Robert Price, Mr. Cahill and Mr.
Joseph Satz are set forth below:
Mr. Sol Price and Ms. Helen Price
Mr. Sol Price files a separate Schedule 13D. Ms. Helen Price is married
to Mr. Sol Price.
Mr. Robert Price and Ms. Allison Price
Mr. Robert Price files a separate Schedule 13D. Ms. Allison Price is
married to Mr. Robert Price.
Mr. Cahill
2. IDENTITY AND BACKGROUND
a) Jim Cahill
b) 7979 Ivanhoe Avenue, Suite 520, La Jolla, CA 92037
c) Executive Vice President, Price Entities
d) None
e) None
f) U.S. Citizen
3. SOURCE AND AMOUNT OF FUNDS: N/A
4. PURPOSE OF TRANSACTION: N/A
5. INTEREST IN SECURITIES OF THE ISSUER:
Sole Voting Power: 16,000
Shared Voting Power: 112,040 (As Co-Trustee)
2,622,580 (As a director of the Fund)
Sole Dispositive Power: 16,000
Shared Dispositive Power: 112,040 (As Co-Trustee)
2,622,580 (As a director of the Fund)
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER: N/A
Mr. Satz
2. IDENTITY AND BACKGROUND
a) Joseph Satz
b) 7979 Ivanhoe Avenue, Suite 520, La Jolla, CA 92037
c) General Counsel, Price Enterprises, Inc.,
4649 Morena Blvd., San Diego, CA 92117
d) None
e) None
f) U.S. Citizen
3. SOURCE AND AMOUNT OF FUNDS: N/A
4. PURPOSE OF TRANSACTION: N/A
5. INTEREST IN SECURITIES OF THE ISSUER:
Sole Voting Power: 1,500
Shared Voting Power: N/A
Sole Dispositive Power: 1,500
Shared Dispositive Power: N/A
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER: 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.
April 20, 1998 /s/ Sol Price
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DATE Sol Price - Director
Price Family Charitable Fund
