Pace Membership Warehouse was founded in Aurora, Colorado in 1983. The Kmart Corpoation acquired in 1989 for $322 million and became a subsidy of the Kmart Corp's membership warehouse division. At the time it had 41 locations. Kmart already purchased the US locations of Makro Inc. a warehouse club that had six outlets at the time of the Pace acquisition. In 1983 Walmart also opened its first Sam's Club stores and Costco was founded. A year later in 1984 BJ's Wholesale Club was opened. In 1990 the Makro locations were converted to Pace locations. In 1991 Pace purchased the 17-unit Price Savers Wholesale chain and converted them to Pace locations. That acquisition made Pace the #4 warehouse club. At the end of 1993 the Kmart Corporation agreed to sell off 91 of its 113 Pace stores, all Pace inventory, and its member lists to Walmart. The deal closed at the beginning of 1994 and Walmart soon converted all of the stores to Sam's Club locations. The remaining 22 locations that weren't sold to Walmart were closed, sold off, or converted for other uses. Some of the locations were under construction and work was stopped on them. By the end of 1994 Pace Membership Warehouse ceased to exist as a company and the Kmart Corporation shuttered their membership warehouse division. Pace Membership Warehouse had a brief and marginally successful run in its 10 year existence. At it's peak Pace had locations in 27 states. Today the Pace Membership Warehouse name is now home to Kmart World. We are dedicated to preserving the legacy of this former Kmart chain; if you have any pictures of a Pace Membership Warehouse, please send them to us here.