As filed with the Securities and Exchange Commission on May 21, 1998
Registration No. 333-50521
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PRICE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Maryland 33-0628740
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
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4649 Morena Boulevard
San Diego, California 92117
(619) 581-4530
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Copies to:
JACK MCGRORY SCOTT N. WOLFE, ESQ.
President and Chief Executive Officer Latham & Watkins
4649 Morena Boulevard 701 "B" Street, Suite 2100
San Diego, California 92117 San Diego, California 92101
(619) 581-4530 (619) 236-1234
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<PAGE>
DEREGISTRATION OF SECURITIES
The selling stockholders (the "Selling Stockholders") of Price Enterprises,
Inc., a Maryland corporation (the "Company"), have completed their public
offering of 1,500,000 shares of the Company's common stock, par value $.0001 per
share ("Common Stock"). In connection with this offering, the Selling
Stockholders sold an aggregate of 887,000 shares of Common Stock. This
Post-Effective Amendment No. 1 is filed in order to deregister the 613,000
shares of Common Stock that were not sold, as described above.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Post-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Diego, State of California, on the 20th day of May, 1998.
PRICE ENTERPRISES, INC.
By: /s/ JACK MCGRORY
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Jack McGrory
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ ROBERT E. PRICE* Chairman May 20, 1998
- ----------------------------------
Robert E. Price
/S/ JACK MCGRORY President, Chief Executive Officer and May 20, 1998
- ----------------------------------
Jack McGrory Director
/S/ PAUL A. PETERSON* Vice Chairman of the Board May 20, 1998
- ----------------------------------
Paul A. Peterson
/S/ GARY W. NIELSON* Executive Vice President and Chief May 20, 1998
- ---------------------------------- Financial Officer
Gary W. Nielson
/S/ JAMES F. CAHILL* Director May 20, 1998
- ----------------------------------
James F. Cahill
/S/ ANNE L. EVANS* Director May 20, 1998
- ----------------------------------
Anne L. Evans
/S/ MURRAY L. GALINSON* Director May 20, 1998
- ----------------------------------
Murray L. Galinson
*By: JACK MCGRORY
- ----------------------------------
Jack McGrory
Attorney-in-fact
</TABLE>
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