SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)(1)
PRICE LEGACY CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
74144P106
(CUSIP Number)
JAMES F. CAHILL
THE PRICE GROUP LLC
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA 92037
TELEPHONE (858) 551-2303
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 18, 2001
(Date of Event Which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 74144P106 SCHEDULE 13D PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Price Group LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO (see Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
NUMBER OF
3,733,854 (see Items 3 and 5)
SHARES --------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
3,733,854 (see Items 3 and 5)
PERSON --------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,733,854 (see Items 3 and 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9.2% (see Item 5)
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14 TYPE OF REPORTING PERSON*
OO - Limited Liability Company
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CUSIP NO. 74144P106 SCHEDULE 13D PAGE 3 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, par
value $0.0001 per share, of Price Legacy Corporation ("Price Legacy
Common Stock"), a Maryland corporation ("Price Legacy") formerly
known as Price Enterprises, Inc. ("Enterprises"). Effective
September 18, 2001, a wholly owned subsidiary of Enterprises
("Merger Sub") merged with and into Excel Legacy Corporation, a
Delaware corporation ("Legacy"), and Enterprises changed its name to
Price Legacy Corporation.
The address of the principal executive offices of Price Legacy
is 17140 Bernardo Center Drive, Suite 300, San Diego,
California 92128.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (f) This statement is filed by The Price Group LLC, a California limited
liability company ("Price Group").
The managers of Price Group are Sol Price, Robert Price, James F.
Cahill, Jack McGrory, Murray Galinson, Kathy Hillan, and Joseph R.
Satz (collectively, the "Managers").
Each of the Managers is a citizen of the United States of America.
(b)-(c) The principal business of Price Group is real estate and investment.
The principal occupation of each of Mr. S. Price and Mr. R. Price is
self-employed investor; each is also a manager of Price Group.
The principal occupation of each of Mr. Cahill, Mr. McGrory, Mr.
Galinson, Ms. Hillan, and Mr. Satz is manager of Price Group.
The principal office of Price Group and the business address of each
of the Managers is 7979 Ivanhoe Avenue, Suite 520, La Jolla,
California 92037.
(d)-(e) During the last five years, neither Price Group nor any of the
Managers has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject
to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As disclosed in a Schedule 13D filed by Price Group with the
Securities and Exchange Commission ("SEC") on March 30, 2001 with
respect to the common stock, par value $0.01 per share, of Legacy
("Legacy Common Stock"), Price Group beneficially owned 5,250,000
shares of Legacy Common Stock.
On September 18, 2001, Legacy merged with and into Merger Sub
pursuant to the terms of an Agreement and Plan of Merger, dated as
of March 21, 2001 (the "Merger Agreement"), among Enterprises,
Legacy, and Merger Sub (the "Merger"). Pursuant to the terms of the
Merger Agreement, each share of Legacy Common Stock was converted
during the Merger into 0.6667 of a share of Price Legacy Common
Stock. Accordingly, in connection with the Merger and pursuant to
the terms of the Merger Agreement, the 5,250,000
CUSIP NO. 74144P106 SCHEDULE 13D PAGE 4 OF 8 PAGES
shares of Legacy Common Stock beneficially owned by Price Group
became 3,500,175 shares of Price Legacy Common Stock.
Also on September 18, 2001, pursuant to a Conversion Agreement,
dated as of April 12, 2001 (the "Conversion Agreement"), among
Enterprises, The Sol and Helen Price Trust, Legacy, and Warburg,
Pincus Equity Partners, L.P. and certain of its affiliates (such
affiliates and Warburg, Pincus Equity Partners, L.P. being
collectively referred to herein as "Warburg Pincus"), Price Legacy
converted a promissory note of approximately $9.3 million payable by
Legacy and held by Price Group into 1,681,142 shares of 9% Series B
Junior Convertible Preferred Stock of Price Legacy ("Series B
Preferred Stock") and a warrant to purchase 233,679 shares of Price
Legacy Common Stock at an exercise price of $8.25 per share (the
"Price Group Warrant").
The foregoing summary is qualified in its entirety by reference to
the Merger Agreement, the Conversion Agreement, and the Form of
Common Stock Purchase Warrant, a copy of each of which is attached
hereto respectively as Exhibits 1, 2, and 3.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth above in Item 3 is incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.2
(a)-(c) The information set forth above in Item 3 is incorporated herein by
reference.
Price Group presently beneficially owns 3,733,854 shares of Price
Legacy Common Stock, which represent approximately 9.2% of the
outstanding Price Legacy Common Stock. Of these shares, Price Group
presently has sole voting and dispositive power over all 3,733,854
shares and shared voting and dispositive power over no shares.
3,500,175 of the 3,733,854 shares are issued and outstanding shares
of Price Legacy Common Stock; the remainder consists of the right to
purchase 233,679 shares of Price Legacy Common Stock through
exercise of the Price Group Warrant.
Prior to the Merger, Mr. McGrory held options to buy 10,000 shares
of Legacy Common Stock. On September 18, 2001, in connection with
the Merger and pursuant to the terms of the Merger Agreement, these
options were converted into options to buy 10,000 shares of Price
Legacy Common Stock. Accordingly, Mr. McGrory presently beneficially
owns, in the form of options, 10,000 shares of Price Legacy Common
Stock, which represent less than 0.1% of the outstanding Price
Legacy Common Stock. He presently has sole voting and dispositive
power over all 10,000 shares and shared voting and dispositive power
over no shares. He has not yet exercised any of such options.
Mr. Galinson presently beneficially owns 412 shares of Price Legacy
Common Stock, which represent less than 0.1% of the outstanding
Price Legacy Common Stock. He presently has sole voting and
dispositive power over all 412 shares and shared voting and
dispositive power over no shares.
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(2) Calculation of percentage ownership hereunder is based on approximately
40,772,179 shares of Price Legacy Common Stock estimated to be outstanding
following the Merger, as reported in the Current Report on Form 8-K filed by
Price Legacy with the SEC on September 19, 2001.
CUSIP NO. 74144P106 SCHEDULE 13D PAGE 5 OF 8 PAGES
(d)-(e) Not applicable.
As disclosed in Item 3 above, Price Group presently beneficially
owns 1,681,142 shares of Series B Preferred Stock. The terms of the
Series B Preferred Stock provide that such stock votes together with
the Price Legacy Common Stock on matters on which the Price Legacy
Common Stock is entitled to vote.
The Managers presently beneficially own, in the aggregate,
13,150,124 shares of 8 3/4% Series A Cumulative Redeemable Preferred
Stock of Price Legacy ("Series A Preferred Stock") (including
options to buy 145,687 shares of Series A Preferred Stock). The
terms of the Series A Preferred Stock provide that such stock votes
together with the Price Legacy Common Stock on matters on which the
Price Legacy Common Stock is entitled to vote. Price Group disclaims
beneficial ownership of all Series A Preferred Stock beneficially
owned by the Managers.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth above in Item 3 is incorporated herein by
reference.
Price Group, Warburg Pincus, and Enterprises entered into a
Registration Rights Agreement, dated as of September 18, 2001 (the
"Registration Rights Agreement"), pursuant to which Price Legacy
granted, among other things, certain registration rights to Price
Group with respect to Price Legacy Common Stock issuable to Price
Group upon exercise of the Price Group Warrant or upon conversion of
Series B Preferred Stock held by Price Group into Price Legacy
Common Stock.
The foregoing summary is qualified in its entirety by reference to
the Registration Rights Agreement, a copy of each of which is
attached hereto as Exhibit 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated as of March 21, 2001,
among Price Enterprises, Inc., PEI Merger Sub, Inc., and Excel
Legacy Corporation (incorporated by reference to Exhibit 2.1
to the Current Report on Form 8-K filed by Enterprises with
the SEC on March 23, 2001).
2. Conversion Agreement, dated as of April 12, 2001, among Price
Enterprises, Inc., The Sol and Helen Price Trust, Excel Legacy
Corporation, Warburg, Pincus Equity Partners, L.P., Warburg,
Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus
Netherlands Equity Partners II, C.V., and Warburg, Pincus
Netherlands Equity Partners III, C.V. (incorporated by
reference to Exhibit 10.2 to the Quarterly Report on Form
10-Q/A filed by Enterprises with the SEC on May 24, 2001).
3. Form of Common Stock Purchase Warrant. (incorporated by
reference to Exhibit 10.5 to the Current Report on Form 8-K
filed by Enterprises with the SEC on March 23, 2001).
4. Registration Rights Agreement, dated as of September 18, 2001,
among The Price Group LLC, Price Enterprises, Inc., Warburg,
Pincus Equity Partners, L.P., Warburg, Pincus Netherlands
Equity Partners I, C.V., Warburg, Pincus Netherlands Equity
Partners II, C.V., and Warburg, Pincus Netherlands Equity
Partners III, C.V.
CUSIP NO. 74144P106 SCHEDULE 13D PAGE 6 OF 8 PAGES
(incorporated by reference to Exhibit 10.3 to the Current
Report on Form 8-K filed by Price Legacy with the SEC on
September 19, 2001).
CUSIP NO. 74144P106 SCHEDULE 13D PAGE 7 OF 8 PAGES
SIGNATURE
After reasonable 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: September 28, 2001
THE PRICE GROUP LLC
/s/ James F. Cahill
---------------------------------
By: James F. Cahill
Title: Manager
CUSIP NO. 74144P106 SCHEDULE 13D PAGE 8 OF 8 PAGES
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1. Agreement and Plan of Merger, dated as of March 21,
2001, among Price Enterprises, Inc., PEI Merger Sub,
Inc., and Excel Legacy Corporation (incorporated by
reference to Exhibit 2.1 to the Current Report on Form
8-K filed by Enterprises with the SEC on March 23,
2001).
2. Conversion Agreement, dated as of April 12, 2001,
among Price Enterprises, Inc., The Sol and Helen Price
Trust, Excel Legacy Corporation, Warburg, Pincus Equity
Partners, L.P., Warburg, Pincus Netherlands Equity
Partners I, C.V., Warburg, Pincus Netherlands Equity
Partners II, C.V., and Warburg, Pincus Netherlands
Equity Partners III, C.V. (incorporated by reference to
Exhibit 10.2 to the Quarterly Report on Form 10-Q/A
filed by Enterprises with the SEC on May 24, 2001).
3. Form of Common Stock Purchase Warrant. (incorporated by
reference to Exhibit 10.5 to the Current Report on Form
8-K filed by Enterprises with the SEC on March 23,
2001).
4. Registration Rights Agreement, dated as of September 18,
2001, among The Price Group LLC, Price Enterprises,
Inc., Warburg, Pincus Equity Partners, L.P., Warburg,
Pincus Netherlands Equity Partners I, C.V., Warburg,
Pincus Netherlands Equity Partners II, C.V., and
Warburg, Pincus Netherlands Equity Partners III, C.V.
(incorporated by reference to Exhibit 10.3 to the
Current Report on Form 8-K filed by Price Legacy with
the SEC on September 19, 2001).