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) July 28, 1994
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Price/Costco, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-20355 33-0572969
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4649 Morena Boulevard, San Diego, California 92117
10809 120th Avenue N.E., Kirkland, Washington 98033
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(Address of principal executive offices) (Zip Code)
(619) 581-4600
Registrant's telephone number, including area code: (206) 828-8100
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(Former name or former address, if changed since last report)
Page 1 of 4 pages
Exhibit Index at page 4
ITEM 5. OTHER EVENTS.
Price/Costco, Inc. (the "Registrant") and Price Enterprises, Inc., a
newly formed Delaware corporation ("Newco"), have entered into an Agreement of
Transfer and Plan of Exchange, dated July 28, 1994 (the "Agreement"). Pursuant
to the Agreement, the Registrant will contribute certain commercial real
estate not integral to the Registrant's merchandising operations and certain
other assets (the "Assets") to Newco in exchange for 27 million shares of
common stock of Newco ("Newco Common Stock"), which will constitute all of the
outstanding shares of common stock of Newco, and the assumption by Newco of
certain liabilities of the Registrant relating to the Assets. As soon as
practicable thereafter, the Registrant will offer to exchange up to 27 million
shares of Newco Common Stock for issued and outstanding shares of common stock
of the Registrant ("Registrant Common Stock"), on a one-for-one basis. If less
than 21.6 million shares of Registrant Common Stock are exchanged for shares
of Newco Common Stock, the Registrant will distribute to holders of Registrant
Common Stock all the remaining shares of Newco Common Stock held by the
Registrant on a pro rata basis. If at least 21.6 million shares of Registrant
Common Stock, but less than 27 million shares, are so exchanged, the
Registrant will, at its option, either (A) distribute the remaining shares of
Newco Common Stock held by the Registrant, as set forth above, or (B) sell
such shares to Newco in exchange for a promissory note.
The foregoing is only a summary of the transactions contemplated by
the Agreement and is qualified in its entirety by reference to the complete
text of the Agreement, which is attached as an Exhibit hereto.
The Registrant anticipates that the transactions contemplated by the
Agreement will close by calendar year-end.
A copy of the Agreement is filed as an exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
2.1 Agreement of Transfer and Plan of Exchange, dated July 28, 1994,
between Price/Costco, Inc. and Price Enterprises, Inc.
99.1 Press Release, dated July 15, 1994
99.2 Press Release, dated July 28, 1994
Page 2 of 4 pages
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: ________, 1994
Page 3 of 4 pages
Exhibit Index
Exhibit Page
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2.1 Agreement of Transfer and Plan of
Exchange, dated July 28, 1994, between
Price/Costco, Inc. and Price Enterprises,
Inc.
99.1 Press Release, dated July 15, 1994
99.2 Press Release, dated July 28, 1994
Page 4 of 4 pages