-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PuJCoLqHMg2Tpsv3hTQ3oAM0l1+/FRbVkzTzYi+HplmlzDjEQ8DeRUvqlqMa6HDh avj0vMHo3klCq/g5b89Cbw== 0000912057-95-000009.txt : 19950105 0000912057-95-000009.hdr.sgml : 19950105 ACCESSION NUMBER: 0000912057-95-000009 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950103 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE/COSTCO INC CENTRAL INDEX KEY: 0000909832 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 330572969 STATE OF INCORPORATION: CA FISCAL YEAR END: 0830 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42471 FILM NUMBER: 95500076 BUSINESS ADDRESS: STREET 1: 4649 MORENA BOULEVARD CITY: SAN DIEGO STATE: CA ZIP: 92117 BUSINESS PHONE: 6195815350 MAIL ADDRESS: STREET 1: 4241 JUTLAND DRIVE #300 CITY: SAN DIEGO STATE: CA ZIP: 92117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE/COSTCO INC CENTRAL INDEX KEY: 0000909832 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 330572969 STATE OF INCORPORATION: CA FISCAL YEAR END: 0830 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 4649 MORENA BOULEVARD CITY: SAN DIEGO STATE: CA ZIP: 92117 BUSINESS PHONE: 6195815350 MAIL ADDRESS: STREET 1: 4241 JUTLAND DRIVE #300 CITY: SAN DIEGO STATE: CA ZIP: 92117 SC 13E4/A 1 SC 13E4/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-4 (AMENDMENT NO. 2) (FINAL AMENDMENT) ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E) (1) OF THE SECURITIES EXCHANGE ACT OF 1934) PRICE/COSTCO, INC. (NAME OF ISSUER) PRICE/COSTCO, INC. (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 74143W102 (CUSIP NUMBER OF CLASS OF SECURITIES) DONALD E. BURDICK, ESQ. PRICE/COSTCO, INC. 10809 120TH AVENUE NE KIRKLAND, WASHINGTON 98033 (206) 803-8100 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) COPY TO: JOSEPH J. GIUNTA, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071 NOVEMBER 21, 1994 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 2 (Final Amendment) amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 filed on November 21, 1994, as amended by Amendment No. 1 thereto filed on December 7, 1994, by Price/Costco, Inc., a Delaware corporation ("PriceCostco"), relating to an offer by PriceCostco to exchange one share of common stock, par value $.0001 per share, of Price Enterprises, Inc., a Delaware corporation ("Price Enterprises Common Stock"), for each share of common stock, par value $.01 per share, of PriceCostco ("PriceCostco Common Stock"), up to a maximum of 27 million shares of Price Enterprises Common Stock (constituting all of the outstanding shares of Price Enterprises Common Stock), upon the terms and subject to the conditions set forth in the Offering Circular/Prospectus dated November 21, 1994 (the "Offering Circular/Prospectus"), as supplemented by a Supplement dated December 7, 1993 (the "Supplement"), and the related Letters of Transmittal (which, together with the Offering Circular/ Prospectus and the Supplement, constituted the "Exchange Offer"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Offering Circular/Prospectus. The Exchange Offer terminated at 12:00 midnight, New York City time, on Tuesday, December 20, 1994. Pursuant to the Exchange Offer, 23,231,016 shares of PriceCostco Common Stock were accepted by PriceCostco for exchange and 23,231,016 shares of Price Enterprises Common Stock were issued in exchange therefor. Following such exchange, PriceCostco holds 3,768,984 shares of Price Enterprises Common Stock. Pursuant to the Transfer and Exchange Agreement, PriceCostco is required, at its option, either (i) to distribute such shares of Price Enterprises Common Stock pro rata to holders of PriceCostco Common Stock or (ii) to sell such shares to Price Enterprises in exchange for a promissory note. No decision has yet been made with respect to what action PriceCostco will take. ITEM 8. ADDITIONAL INFORMATION. Item 8 is hereby amended by adding the following information: On December 19, 1994, a lawsuit was filed by alleged stockholders of PriceCostco in the United States District Court, Western District of Washington, captioned GEORGE SNYDER AND JACK FARBER V. PRICE/COSTCO, INC., ET AL., Case No. C 94-1874. PriceCostco, certain of its current and former officers, directors and stockholders and Price Enterprises are named as defendants. The lawsuit purports to be a class action and derivative action. The complaint alleges, among other things, violation of certain state and federal securities laws in connection with the Exchange Offer. Plaintiffs seek unspecified damages and declaratory and equitable relief. Although it is too soon to predict the outcome of the case with any certainty, based on its current knowledge of the facts, PriceCostco denies plaintiffs' allegations, believes the case is without merit and will vigorously defend the action. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended by adding the following information: (a)(16) Press Release, dated December 21, 1994.(1) - ------------------------ (1) Not mailed to stockholders.
SIGNATURE After due 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. Dated: January 3, 1995 PRICE/COSTCO, INC. By: /s/ DONALD E. BURDICK ----------------------------------- Name: Donald E. Burdick Title: Vice President EXHIBIT INDEX
EXHIBIT PAGE - --------- --------- (a)(16) Press Release, dated December 21, 1994.(1) - ------------------------ (1) Not mailed to stockholders.
EX-99.(A)(16) 2 EXH 99.(A)(16) PRESS RELEASE PriceCostco Contact: Richard A. Galanti (206) 803-8203 Robert Nelson (206) 803-8255 Price Enterprises Contact: Daniel T. Carter (619) 581-4889 FOR IMMEDIATE RELEASE PRICECOSTCO AND PRICE ENTERPRISES ANNOUNCE COMPLETION OF EXCHANGE OFFER RESULTING IN THE SPIN-OFF OF PRICE ENTERPRISES; APPROXIMATELY 23 MILLION SHARES TENDERED Kirkland, Washington; San Diego, California -- December 21, 1994 -- PriceCostco, Inc. (NASDAQ: PCCW) and Price Enterprises, Inc. (NASDAQ: PREN) today announced the completion of the exchange offer in which PriceCostco offered to exchange one share of Price Enterprises common stock for each share of PriceCostco common stock tendered, up to a maximum of 27 million shares of Price Enterprises common stock. The exchange offer expired Tuesday, December 20, 1994 at 12:00 midnight, New York City time, in accordance with the terms of the exchange offer. Price Costco stated that, according to the exchange agent's preliminary count, approximately 23 million shares of PriceCostco common stock were tendered by physical delivery, book-entry transfer or notice of guaranteed delivery. All properly tendered shares of PriceCostco common stock have been accepted for exchange and the issuance of certificates representing shares of Price Enterprises common stock will begin promptly. Based on the exchange agent's preliminary count, following the issuance of shares of Price Enterprises common stock in the exchange offer, PriceCostco will hold approximately four million shares of Price Enterprises common stock. Pursuant to an agreement between PriceCostco and Price Enterprises, PriceCostco is required, at its option, either (i) to distribute the remaining shares of Price Enterprises common stock on a pro rata basis to PriceCostco stockholders or (ii) to sell such shares to Price Enterprises in exchange for a promissory note. PriceCostco has stated that no decision has yet been made as to what action it will take. As a result of the exchange offer, Price Enterprises is now a separate, publicly-traded company. Price Enterprises common stock will be traded on The Nasdaq Stock Market's National Market under the symbol "PREN" effective today. -----END PRIVACY-ENHANCED MESSAGE-----