SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRICE ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 33-0628740
(State of Incorporation) (I.R.S. Employer
Identification No.)
17140 BERNARDO CENTER DRIVE, SUITE 300 92128
SAN DIEGO, CALIFORNIA (Zip Code)
(Address of Principal
Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. /X/ box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, $.0001 Par Value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Price Enterprises, Inc., a Maryland corporation ("Enterprises"), will
issue shares (the "Shares") of its Common Stock, par value $.0001 per share, in
connection with the merger transaction described in Enterprises' Registration
Statement on Form S-4 (File No. 333-61620) filed with the Securities and
Exchange Commission (the "SEC") on May 25, 2001, as amended by Amendment No. 1
to Form S-4 filed June 19, 2001, Amendment No. 2 to Form S-4 filed July 6, 2001
and Amendment No. 3 to Form S-4 filed July 31, 2001 (the "Registration
Statement"). A description of the Shares meeting the requirements of this item
appears under the caption "Description of Enterprises Capital Stock" in the
Registration Statement.
ITEM 2. EXHIBITS.
3.1(1) Articles of Incorporation of Enterprises.
3.2(2) Articles Supplementary of Enterprises.
3.3(1) Bylaws of Enterprises.
3.4(3) Articles of Amendment of Enterprises.
3.5(4) Form of Articles of Amendment and Restatement of Enterprises.
4.1(5) Form of Price Enterprises, Inc. Common Stock Certificate.
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(1) Incorporated by reference to Enterprises' Transition Report on Form 10-K
filed with the SEC on March 27, 1998.
(2) Incorporated by reference to Enterprises' Registration Statement on Form
8-A filed with the SEC on August 7, 1998.
(3) Incorporated by reference to Enterprises' Annual Report on Form 10-K filed
with the SEC on March 19, 2001.
(4) Incorporated by reference to Enterprises' Current Report on Form 8-K filed
with the SEC on March 23, 2001.
(5) Incorporated by reference to Enterprises' Registration Statement on Form
S-4 (File No. 33-55481) filed with the SEC on September 15, 1994, as
amended by Amendment No. 1 to Form S-4 filed November 3, 1994 and Amendment
No. 2 to Form S-4 filed November 17, 1994.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Enterprises has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 10, 2001 PRICE ENTERPRISES, INC.
By: /s/ Gary B. Sabin
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Name: Gary B. Sabin
Title: President and Chief Executive Officer
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