-----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, dFhxSjDnvO3X80dPpqPYguwLS31U85y2fdCWOSRs7aGVgTabCfICRYwMf2XeeVe8 CTM5sJqnhZREnN5Bjo0hXw== 0000912057-95-000008.txt : 19950105 0000912057-95-000008.hdr.sgml : 19950105 ACCESSION NUMBER: 0000912057-95-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941221 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950103 SROS: NASD FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20355 FILM NUMBER: 95500075 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 8-K 1 FORM 8-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 21, 1994 PRICE/COSTCO, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-20355 33-0572969 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.)
10809 120TH AVENUE N.E., KIRKLAND, WASHINGTON 98033 (Address of principal executive offices) (Zip Code) (206) 828-8100 Registrant's telephone number, including area code ------------------------ ------------------------------------------------------------ (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On December 21, 1994, Price/Costco, Inc. ("PriceCostco") completed its exchange offer pursuant to which it offered to exchange one share of common stock, par value $.0001 per share ("Price Enterprises Common Stock"), of Price Enterprises, Inc. ("Price Enterprises") 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 an 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"). The Exchange Offer expired at 12:00 midnight, New York City time, on December 20, 1994 in accordance with its terms. Pursuant to the Exchange Offer, 23,231,016 shares of PriceCostco Common Stock were properly tendered and 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 an Agreement of Transfer and Plan of Exchange, dated July 28, 1994 (as amended, the "Transfer and Exchange Agreement"), a copy of which was included as Annex II to the Offering Circular/ Prospectus, 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. Pursuant to the Transfer and Exchange Agreement, as of August 28, 1994, PriceCostco caused to be transferred, or, in certain cases will cause to be transferred, to Price Enterprises certain commercial real estate and other assets specified in the Transfer and Exchange Agreement (the "Transferred Assets") in exchange for 27 million shares of Price Enterprises Common Stock and the assumption by Price Enterprises of certain liabilities of PriceCostco relating to the Transferred Assets. The foregoing is only a summary of such transactions and is qualified in its entirety by reference to the Offering Circular/Prospectus, as amended by the Supplement, each of which is hereby incorporated by reference herein. ITEM 5. OTHER EVENTS. 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. PriceCostco, Price Enterprises, Mexico Clubs, L.L.C. ("Mexico Clubs"), Price Club de Mexico, S.A. de C.V. ("Price Club Mexico") and Controladora Comercial Mexicana, S.A. de C.V. ("Comercial Mexicana") have extended the deadline to January 10, 1995 to execute definitive agreements with respect to the transactions contemplated by a Memorandum of Understanding dated December 1, 1994 (the "Memorandum of Understanding"). The previous deadline was December 31, 1994. Comercial Mexicana has indicated that it is reviewing the terms of the proposed transaction in light of the recent peso devaluation. The Memorandum of Understanding contemplates (i) the proposed purchase by Comercial Mexicana or its assignee of the 50% interest in Price Club Mexico owned indirectly by Mexico Clubs and (ii) PriceCostco and Price Club Mexico entering into certain agreements, in connection with such transaction, with respect to the use of the "Price Club" name by Price Club Mexico, the sourcing of certain merchandise to Price Club Mexico by PriceCostco, the use of certain computer software by Price Club Mexico and the training of employees of Price Club Mexico by PriceCostco. The Memorandum of Understanding expresses the non-binding intent of the parties and is not intended to be a binding agreement, preliminary or otherwise. Consummation of the transactions contemplated by the Memorandum of Understanding is subject to the execution of definitive agreements. If definitive agreements are not executed on or before January 10, 1995, the Memorandum of Understanding will have no further force and effect. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) PRO FORMA FINANCIAL INFORMATION. The information set forth under the caption "PRICECOSTCO UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION" in the Offering Circular/Prospectus is incorporated by reference herein. (c) EXHIBITS. 2.1 Amended and Restated Agreement of Transfer and Plan of Exchange, dated as of November 14, 1994, between Price/Costco, Inc. and Price Enterprises, Inc. (included as Annex II to the Offering Circular/Prospectus). 99.1 Offering Circular/Prospectus, dated November 21, 1994 (incorporated herein by reference to Exhibit (a)(1) to the Issuer Tender Offer Statement on Schedule 13E-4 of Price/Costco, Inc. filed with the Securities and Exchange Commission on November 21, 1994). 99.2 Supplement, dated December 7, 1994 (incorporated herein by reference to Exhibit (a)(10) to Amendment No. 1 to the Issuer Tender Offer Statement on Schedule 13E-4 of Price/Costco, Inc. filed with the Securities and Exchange Commission on December 7, 1994). 99.3 Press Release, dated December 21, 1994.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PRICE/COSTCO, INC. By: /s/ DONALD E. BURDICK ----------------------------------- Name: Donald E. Burdick Title: Vice President Dated: January 3, 1995 EXHIBIT INDEX
EXHIBIT PAGE - --------- --------- 2.1 Amended and Restated Agreement of Transfer and Plan of Exchange, dated as of November 14, 1994, between Price/Costco, Inc. and Price Enterprises, Inc. (included as Annex II to the Offering Circular/Prospectus). 99.1 Offering Circular/Prospectus, dated November 21, 1994 (incorporated herein by reference to Exhibit (a)(1) to the Issuer Tender Offer Statement on Schedule 13E-4 of Price/Costco, Inc. filed with the Securities and Exchange Commission on November 21, 1994). 99.2 Supplement, dated December 7, 1994 (incorporated herein by reference to Exhibit (a)(10) to Amendment No. 1 to the Issuer Tender Offer Statement on Schedule 13E-4 of Price/Costco, Inc. filed with the Securities and Exchange Commission on December 7, 1994). 99.3 Press Release, dated December 21, 1994.
EX-99.3 2 EXHIBIT 99.3 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-----