UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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)
James Nakagawa
17140 Bernardo Center Drive
San Diego, CA 92128
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(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications)
December 20, 2000
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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).
<PAGE>
CUSIP No. 741444 301 SCHEDULE 13D Page 2 of 4 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 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
2,281,680
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,281,680
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,281,680
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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)
2,281,680 divided by 23,791,767 = 9.6%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 4
1. SECURITY AND ISSUER
Price Enterprises, Inc.
8 3/4% Series A Cumulative Redeemable Preferred Stock
Price Enterprises
17140 Bernardo Center Drive #300
San Diego, CA 92128
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 received pursuant to a pro rata distribution by Price
Enterprises of one share of 8 3/4% Series A Cumulative Redeemable
Preferred Stock ("Series A Preferred Stock") for each share of common
stock held by stockholders of record on July 30, 1998 (the
"Distribution"). The Fund held 2,055,080 shares of common stock on the
record date.
4. PURPOSE OF TRANSACTION
The Fund received the Series A Preferred Stock in a pro rata distribution
to holders of common stock on July 30, 1998 and intends to hold the shares
of Series A Preferred Stock for investment purposes only.
5. INTEREST IN SECURITIES OF THE ISSUER
a) The aggregate number of shares beneficially owned (2,281,680 or
9.6%) is held as follows.
- 2,281,680 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: 2,281,680
Sole power to dispose or direct the disposition 2,281,680
<PAGE>
c) On August 17, 1998, the Price Family Charitable Fund received
2,055,080 shares of Series A Preferred Stock in the Distribution.
1. On September 16, 1998, the Price Family Charitable Fund made a
gift of 1,000,000 shares of Series A Preferred Stock to one
charitable organization.
2. The Price Family Charitable Fund acquired 40,000 shares on the
open market for $13.06 per share on 10/6/98, and 60,000 shares
for $13.48 per share on 10/7/98.
3. The Price Family Charitable Fund made a gift of 57,500 shares
to a charitable organization on 11/6/98.
4. The Price Family Charitable Fund received a charitable gift of
184,100 shares on 8/8/00.
5. The Price Family Charitable Fund purchased 1,000,000 shares in
a private transaction for $14.75 per share on 12/20/00.
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 the Fund, see the separate 13D, as amended from time
to time, regarding such ownership.
7. EXHIBITS
N/A
The Price Family Charitable Fund (the "Fund") is a private foundation. Certain
directors of the Fund beneficially own Series A Preferred 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
Allison Price, Murray Galinson, Roy Anderson, and Jack McGrory. The officers of
the Fund are Mr. Robert Price, President, Ms. Kathy Hillan, Treasurer, Mr. Sol
Price, Chairman of the Board, Mr. James Cahill, 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, Mr.
Satz, Mr. Galinson, Mr. Anderson, Mr. McGrory and Ms. Hillan 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: 86,250
4,000 (As custodian for minor children)
Shared Voting Power: 157,850 (As co-Trustee)
2,281,680 (As a director of the Fund)
850,285 (As co-manager of the Price Group LLC)
Sole Dispositive Power: 86,250
4,000 (As Custodian For Minor Children)
Shared Dispositive Power: 850,285 (As co-manager of the Price Group
LLC)
2,281,680 (As a director of the Fund)
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER:
Mr. Cahill is the borrower under a loan agreement entered into in May
1998. The loan is secured by 50,000 shares of Price Enterprises
Preferred Stock.
Mr. Satz
2. IDENTITY AND BACKGROUND
a) Joseph Satz
b) 7979 Ivanhoe Avenue, Suite 520, La Jolla, CA 92037
c) General Counsel, 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: 5,500
Shared Voting Power: 850,285 (As co-manager of the Price Group LLC)
Sole Dispositive Power: 5,500
Shared Dispositive Power: 850,285 (As co-manager of the Price Group
LLC)
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER: N/A
Mr. Galinson
2. IDENTITY AND BACKGROUND
a) Murray Galinson
b) 7979 Ivanhoe Avenue, Suite 520, La Jolla, CA 92037
c) Self Employed
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: 120,750
Shared Voting Power: 2,281,680 (As director of the Fund)
850,285 (as co-manager of the Price Group
LLC)
Sole Dispositive Power: 120,750
Shared Dispositive Power: 2,281,680 (As director of the Fund)
850,285 (as co-manager of the Price
Group LLC)
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER: Mr. Galinson is
the borrower under a loan agreement entered into in May 1998. The
loan is secured by 100,000 shares of Price Enterprises Preferred
Stock.
<PAGE>
Mr. Anderson
2. IDENTITY AND BACKGROUND
a) Roy Anderson
b) 1055 West 7th St.#3050, Los Angeles, CA 90017
c) Self Employed
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: 0
Shared Voting Power: 2,281,680 (As director of the Fund)
Sole Dispositive Power: 0
Shared Dispositive Power: 2,281,680 (As director of the Fund)
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER: N/A
Mr. McGrory
2. IDENTITY AND BACKGROUND
a) Jack McGrory
b) 7979 Ivanhoe Avenue, Suite 520, La Jolla, CA 92037
c) Chief Operating Officer, 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: 10,000
2,000 (As custodian for children)
Shared Voting Power: 2,281,680 (As director of the Fund)
850,285 (as co-manager of the Price Group
LLC)
Sole Dispositive Power: 10,000
2,000 (As custodian for children)
Shared Dispositive Power: 2,281,680 (As director of the Fund)
850,285 (as co-manager of the Price Group LLC)
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER: Mr. McGrory is
the borrower under a loan agreement entered into in May 1998. The
loan is secured by 10,000 shares of Price Enterprises Preferred
Stock.
Ms. Hillan
2. IDENTITY AND BACKGROUND
a) Kathy Hillan
b) 7979 Ivanhoe Avenue, Suite 520, La Jolla, CA 92037
c) Chief Financial Officer, 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: 1,550
Shared Voting Power: 2,281,680 (As director of the Fund)
850,285 (as co-manager of the Price Group LLC)
Sole Dispositive Power: 1,550
Shared Dispositive Power: 2,281,680 (As director of the Fund)
850,285 (as co-manager of the Price Group LLC)
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER: N/A
<PAGE>
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 29, 2000 /s/ Sol Price
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DATE Sol Price - Chairman
Price Family Charitable Fund
