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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. 6)*
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)
Jim Nakagawa 17140 Bernardo Center Drive #300 San Diego, CA 92128
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(Name, Address and Telephone of Person Authorized to Receive Notice and
Communications) (619) 581-4889
November 16, 1999
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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 / /. (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).
CUSIP No. 74144103
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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
0
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)
0
---------- = 0
13,309,006
14 TYPE OF REPORTING PERSON*
IN
Number of Shares Beneficially Owned by Each Reporting Person with
7) Sole Voting Power
0 By Robert Price as Custodian for His Minor Children (UGMA-CA)
8) Shared Voting Power
0 By Robert Price as Co-Trustee of Robert & Allison Price
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Trust 1/10/75
0 By Robert Price as Co-Trustee of a Trust for Benefit of His
Minor Children
0 By Robert Price as a Director of the Price Family Charitable
Fund
0 By Robert Price as Co-Trustee for the Robert & Allison Price
Charitable Remainder Trust
- ----------
0 TOTAL
9) Sole Dispositive Power
0 By Robert Price as Custodian for His Minor Children (UGMA-CA)
10) Shared Dispositive Power
0 By Robert Price as Co-Trustee of Robert & Allison Price Trust
1/10/75
0 By Robert Price as Co-Trustee of a Trust for Benefit of His
Minor Children
0 By Robert Price as director of the Price Family Charitable
Fund
0 By Robert Price as Co-Trustee for the Robert & Allison Price
Charitable Remainder Trust
- ----------
0 TOTAL
12) Exclusion of shares.
The reporting person disclaims beneficial ownership of the following shares:
0 held by Price Family Charitable Fund
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
1. SECURITY AND ISSUER
Price Enterprises, Inc.
Common Stock
Jim Nakagawa, CFO-Finance
17140 Bernardo Center Drive #30D
San Diego, CA 92128
2. IDENTITY AND BACKGROUND
a) Robert E. Price
b) 4649 Morena Blvd.
San Diego, CA 92117
c) None
d) None
e) U.S. Citizen
3. SOURCE AND AMOUNT OF FUNDS
All shares were acquired through a one-for-one exchange offer of shares
of common stock of Price/Costco, Inc. for shares of common stock of
Price Enterprises, Inc., pursuant to the Offering Circular/Prospectus
of Price/Costco, Inc. and Price Enterprises, Inc., dated November 21,
1994, as supplemented (the "Exchange Offer"). See item 5 for information
regarding the disposition of all shares previously beneficially owned.
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4. PURPOSE OF TRANSACTION
The purpose of the acquisition of Price Enterprises common stock through
the Exchange Offer was for investment purposes only.
5. INTEREST IN SECURITIES OF THE ISSUER
a) The aggregate number of shares beneficially owned (0 or 0%) is
held as follows:
- 0 shares by Robert Price as Co-Trustee of Robert & Allison
Price Trust 1/10/75
- 0 shares by Robert Price as Co-Trustee of a Trust for Benefit
of His Minor Children
- 0 shares by Robert Price as Custodian for His Minor Children
(UGMA-CA)
- 0 shares by Robert Price as a Director of the Price Family
Charitable Fund.
- 0 Robert & Allison Charitable Remainder Trust
These shares do not include the 0 shares (approximately 0%) of
Price Enterprises common 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: 0
Shared power to vote or direct the vote: 0
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 0
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 December 21, 1994, Robert Price, as Co-Trustee of Robert &
Allison Price Trust 1/10/75 acquired 2,785,796 shares of Price
Enterprises common stock through the Exchange Offer. On December
21, 1994, Robert Price, as Co-Trustee of a trust for the benefit
of his three minor children, acquired 86,520 shares of Price
Enterprises common stock through the Exchange Offer. On December
21, 1994, Robert Price, as Custodian for his Minor Children
(UGMA-CA), acquired 5,112 shares of Price Enterprises common
stock through the Exchange Offer. On December 21, 1994, the
Price Charitable Fund (formerly the Sol & Helen Price
Foundation), of which Robert Price is a Director, acquired 500
shares of Price Enterprises common stock through the Exchange
Offer.
As contemplated by the Exchange Offer, on February 9, 1995,
Price/Costco consummated a sale to Price Enterprises, effective
as of February 6, 1995, of the remaining 3,775,972 shares of
Price Enterprises common stock owned by Price/Costco following
consummation of the Exchange Offer. Such sale reduced the number
of outstanding shares of Price Enterprises common stock from
27,000,000 to 23,224,028 and correspondingly increased Robert
Price's percentage ownership of Price Enterprises common stock
from approximately 10.66% to approximately 12.39%.
1. On July 31, 1995, as Trustee of Robert and Allison Price Trust,
I made a bona fide gift to an individual of 300 shares.
2. On October 17, 1995, as Trustee of Robert and Allison Price
Trust, I made a bona fide charitable gift of 250,000 shares to a
public charity.
3. On December 27, 1995, I acquired 295 shares by a contribution to
my 401(k) Plan from the company. I have no power to vote or
dispose of these shares.
4. On August 23, 1996, as Trustee of Robert and Allison Price
Trust, I made bona fide gifts of 3,750 shares total to trusts
for the benefit of my minor children.
5. On October 22, 1996, as Trustee of The Robert & Allison Price
Trust, I made a bona fide gift of 10 shares to an individual.
6. On December 4, 1996, a private foundation, The Price Family
Charitable Fund, of which I am a director, received a
contribution of 2,500,000 shares of common stock of the Company.
As a director, I have shared voting and dispositive powers over
the total of 2,500,500 shares held by the foundation. However, I
disclaim beneficial ownership of these shares.
7. On March 12, 1997, the Robert & Allison Price Trust, of which
Robert and Allison Price are co-trustees, transferred 1,250,000
shares to the Robert & Allison Price Charitable Remainder
Trust, of which Robert and Allison Price are co-trustees.
8. On March 12, 1997, I received a gift of 11,000 shares from the
Pearl Effron Trust B per the decedent's bequest.
9. On May 16, 1997, as co-trustee of the Robert & Allison Price
Trust, I made bona fide gifts of an aggregate of 11,000 shares
to trusts for the benefit of my minor children.
10. On December 31, 1997, the Price Family Charitable Fund, of
which I am a director, received 122,080 shares from the Pearl
Effron Trust A per the decedent's bequest.
11. On May 1, 1998, the Price Family Charitable Fund, of which I am
a director, sold 15,000 shares to one individual for $278,437.
12. On May 21, 1998, the Price Family Charitable Fund, of which I
am a director, made gifts of an aggregate of 552,500 shares to
three charitable organizations.
13. On August 21, 1998, the Price Family Charitable Fund, of which
I am a director, made gifts of an aggregate of 1,947,500 shares
to two charitable organizations.
14. On September 10, 1998, The Price Family Charitable Fund, of
which Robert Price is a director, made gifts of an aggregate of
107,580 shares to one charitable organization.
15. On October 12, 1998, The Robert and Allison Price Charitable
Remainder Trust, of which Robert and Allison Price are
co-trustees, transferred 70,000 shares to the Robert and Allison
Price Trust, of which Robert and Allison Price are co-trustees,
pursuant to a quarterly uni-trust distribution.
16. On October 12, 1998, the Robert and Allison Price Trust, of
which Robert and Allison Price are co-trustees, received a gift
of 4,592 shares from the Pearl Effron Trust B per the decedent's
bequest.
17. On February 17, 1999, as custodian for minors, distributed 4,260
shares to two children.
18. On May 3, 1999, The Robert and Allison Price Trust, of which
Robert and Allison Price are co-trustees, contributed 1,416,328
shares to the Robert and Allison Price Charitable Remainder
Trust, of which Robert and Allison Price are co-trustees.
19. On November 16, 1999, The Robert and Allison Price Charitable
Remainder Trust, of which Robert and Allison Price are
co-trustees, exchanged 2,536,328 shares to Excel Legacy
Corporation for $8.50 per share, plus interest, paid in a
combination of cash, convertible debentures, and senior notes.
20. On November 16, 1999, The Sarah, Rebecca, and David Price 1989
Trusts, of which Robert and Allison Price are co-trustees, each
exchanged 30,090 shares to Excel Legacy Corporation for $8.50
per share, plus interest, paid in a combination of cash,
convertible debentures, and senior notes.
21. On November 16, 1999, as custodian for a minor child, exchanged
852 shares to Excel Legacy Corporation for $8.50 per share, plus
interest, paid in a combination of cash, convertible debentures,
and senior notes.
22. On November 16, 1999, exchanged 295 shares held in a 401K plan
to Excel Legacy Corporation for $8.50 per share, plus interest,
paid in a combination of cash, convertible debentures, and
senior notes.
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d) N/A
e) N/A
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER
On August 17, 1998, Price Enterprises, Inc. made a pro rata distribution
of one share of 8 3/4% Series A Cumulative Redeemable Preferred Stock
("Series A Preferred Stock") on each share of Common Stock outstanding
on July 30, 1998. For information about Robert Price's beneficial
ownership of Series A Preferred Stock, see the separate Schedule 13D, as
may be 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.
December 17, 1999 /s/ Robert E. Price
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Date Robert E. Price
