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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. )*
Price Enterprises, Inc.
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(Name of Issuer)
8 3/4% Series A Cumulative Redeemable Preferred Stock
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(Title of Class of Securities)
741444 301
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(CUSIP Number)
Kathleen M. Hillan 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
August 17, 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 / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. 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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CUSIP Number 741444 301
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) / /
(b) /X/
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
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
See Attached
10 SHARED DISPOSITIVE POWER
See Attached
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,712,198
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
See attached
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4,712,198
---------- = 19.8%
23,758,282
14 TYPE OF REPORTING PERSON*
IN
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
1,281,736 By Robert Price as Co-Trustee of Robert & Allison Price
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Trust 1/10/75
90,270 By Robert Price as Co-Trustee of a Trust for Benefit of His
Minor Children
2,055,080 By Robert Price as a Director of the Price Family Charitable
Fund
1,250,000 By Robert Price as Co-Trustee for the Robert & Allison Price
Charitable Remainder Trust
30,000 By Robert Price as Co-Trustee of the Marion Brodie Charitable
Remainder Trust III
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4,707,086 TOTAL
9) Sole Dispositive Power
5,112 By Robert Price as Custodian for His Minor Children (UGMA-CA)
10) Shared Dispositive Power
1,281,736 By Robert Price as Co-Trustee of Robert & Allison Price Trust
1/10/75
90,270 By Robert Price as Co-Trustee of a Trust for Benefit of His
Minor Children
2,055,080 By Robert Price as director of the Price Family Charitable
Fund
1,250,000 By Robert Price as Co-Trustee for the Robert & Allison Price
Charitable Remainder Trust
30,000 By Robert Price as Co-Trustee of the Marion Brodie Charitable
Remainder Trust III
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4,707,086 TOTAL
12) Exclusion of shares.
The reporting person disclaims beneficial ownership of the following shares:
2,055,080 held by Price Family Charitable Fund
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
1. SECURITY AND ISSUER
Price Enterprises, Inc.
8 3/4% Series A Cumulative Redeemable Preferred Stock
Kathleen M. Hillan, Senior V.P.-Finance
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 disclosed herein, other than the 30,000 shares of 8 3/4%
Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred
Stock") owned by the Marion Brodie Charitable Remainder Trust III, were
received by the individuals and entities listed in Item 5 pursuant to a
pro rata distribution by Price Enterprises, Inc. of one share of Series
A Preferred Stock for each share of common stock held by its
stockholders of record on July 30, 1998 (the "Distribution"). The Marion
Brodie Charitable Remainder Trust III purchased 30,000 shares of Series
A Preferred Stock on August 21, 1998 at a price of $14.75 per share. The
Marion Brodie Charitable Remainder Trust III used an aggregate of
$442,500 of cash held in the trust to make this purchase.
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4. PURPOSE OF TRANSACTION
All shares disclosed herein, other than the 30,000 shares of Series A
Preferred Stock owned by the Marion Brodie Charitable Remainder Trust
III, were received by the individuals and entities listed in Item 5
pursuant to the Distribution and are being held for investment purposes
only. In addition, the acquisition of 30,000 shares of Series A
Preferred Stock by the Marion Brodie Charitable Remainder Trust III was
for investment purposes only.
5. INTEREST IN SECURITIES OF THE ISSUER
a) The aggregate number of shares beneficially owned (4,712,198 or
19.8%) is held as follows:
- 1,281,736 shares by Robert Price as Co-Trustee of Robert &
Allison Price Trust 1/10/75
- 90,270 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)
- 2,055,080 shares by Robert Price as a Director of the
Price Family Charitable Fund.
- 1,250,000 Robert & Allison Charitable Remainder Trust
- 30,000 shares by Robert Price as Co-Trustee of the Marion
Brodie Charitable Remainder Trust III
These shares do not include the 7,159,590 shares (approximately
30.1%) of Price Enterprises Series A Preferred 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: 4,707,086
Sole power to dispose or direct the disposition: 5,112
Shared power to dispose or direct the disposition: 4,707,086
Allison Price, who is the wife of Robert Price, is the
Co-Trustee with Robert Price for each of the Robert & Allison
Price Trust, the Robert & Allison Price Charitable Remainder
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 August 17, 1998, Robert Price, as Co-Trustee of the Robert &
Allison Price Trust 1/10/75 received 1,281,736 shares of Series
A Preferred Stock in the Distribution. On August 17, 1998,
Robert Price, as Co-Trustee of a trust for the benefit of his
three minor children, received 90,270 shares of Series A
Preferred stock in the Distribution. On August 17, 1998, Robert
Price, as Custodian for his Minor Children (UGMA-CA), received
5,112, shares of Series A Preferred Stock in the Distribution.
On August 17, 1998, the Price Family Charitable Fund, of which
Robert Price is a director, received 2,055,080 shares of Series
A Preferred Stock in the Distribution. On August 17, 1998,
Robert Price, as Co-Trustee of the Robert and Allison Price
Charitable Remainder Trust, received 1,250,000 shares of Series
A Preferred Stock in the Distribution.
On August 21, 1998, the Marion Brodie Charitable Remainder
Trust III, of which Robert Price is a Co-Trustee, purchased
30,000 shares of Series A Preferred Stock in the open market at
a price of $14.75 per share.
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d) N/A
e) N/A
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER
For information regarding shares of Price Enterprises Common Stock
beneficially owned by Robert Price, see the separate Schedule 13D, as
amended from time to time, regarding such ownership.
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.
August 26, 1998 /s/ Robert E. Price
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Date Robert E. Price
