SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(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. 2)1
PRICE LEGACY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(Title of Class of Securities)
74144P106
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(CUSIP Number)
JAMES F. CAHILL
THE PRICE GROUP LLC
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA 92037
TELEPHONE (858) 551-2303
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 9, 2003
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(Date of Event Which Requires Filing of this Statement)
If the filing 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 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/A PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
52-2255962
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC, OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
NUMBER OF 7
7,364,996 (See Item 5)
SHARES ------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY ------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
7,364,996 (See Item 5)
PERSON ------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,364,996 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X] (See Item 5)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.9% (See Item 5)
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TYPE OF REPORTING PERSON*
14
OO - Limited Liability Company
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* See instructions before filling out!
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 3 OF 7 PAGES
This Amendment No. 2 relates to the common stock, par value
$0.0001 per share (the "Price Legacy Common Stock"), of Price Legacy
Corporation, a Maryland corporation ("Price Legacy"), and amends the Schedule
13D, filed by The Price Group LLC, a California limited liability company
("Price Group"), with the Securities and Exchange Commission (the "SEC") on
September 28, 2001 (the "Original 13D"), as amended by Amendment No. 1 thereto,
filed by Price Group with the SEC on October 19, 2001 (the "Schedule 13D").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Original 13D and amendments thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)-(b) The information set forth in this Item 5 excludes the Warburg
Securities (as defined in Item 6 below). Price Group presently
disclaims any beneficial ownership of the Warburg Securities.
Price Group presently beneficially owns 5,450,175 shares of
issued and outstanding Price Legacy Common Stock. In addition,
Price Group presently has the right to acquire an additional
233,679 shares through exercise of the Price Group Warrant. As
disclosed in Item 3 above, Price Group also presently
beneficially owns 1,681,142 shares of Series B Preferred Stock.
Effective as of September 18, 2003, the Series B Preferred Stock
may be converted pursuant to its terms into shares of Price
Legacy Common Stock. If all of the Series B Preferred Stock
presently beneficially owned by Price Group were converted
pursuant to their terms into Price Legacy Common Stock as of
September 18, 2003, then Price Group would receive 1,681,142
shares of Price Legacy Common Stock from such conversion
(excluding any additional shares, if any, issuable on account of
accrued and unpaid dividends on the Series B Preferred Stock).
Accordingly, Price Group presently beneficially owns, in the
aggregate, the equivalent of 7,364,996 shares of Price Legacy
Common Stock, which represent approximately 18.9% of the
outstanding Price Legacy Common Stock (as adjusted for the
exercise of the Price Group Warrant and conversion of the Series
B Preferred Stock presently beneficially owned by Price Group).2
Price Group presently has sole voting and dispositive power over
all 7,364,996 shares and shared voting and dispositive power over
no shares.
Mr. McGrory presently beneficially owns options exercisable for
29,001 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 29,001
shares and shared voting and dispositive power over no shares.
Mr. Cahill presently beneficially owns options exercisable for
15,000 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 15,000
shares and shared voting and dispositive power over no shares.
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2 Calculation of percentage ownership (i) is based on approximately
36,963,756 shares of Price Legacy Common Stock estimated to be outstanding as of
August 8, 2003, as reported in the Quarterly Report on Form 10-Q filed by Price
Legacy with the SEC on August 13, 2003, (ii) assumes exercise of the Price Group
Warrant for 233,679 shares of Price Legacy Common Stock, and (iii) conversion of
all of the Series B Preferred Stock presently beneficially owned by Price Group
into 1,681,142 shares of Price Legacy Common Stock.
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 4 OF 7 PAGES
Mr. Galinson presently beneficially owns options exercisable for
15,000 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 15,000
shares and shared voting and dispositive power over no shares.
Each of the Managers is an officer and/or director of the Price
Family Charitable Fund, which presently beneficially owns
1,000,700 shares of Price Legacy Common Stock.
In addition, Price Group presently beneficially owns 968,800
shares of the 8 3/4% Series A Cumulative Redeemable Preferred
Stock of Price Legacy ("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. On these
matters, each share of Series A Preferred Stock only has
one-tenth of the vote of a share of Price Legacy Common Stock.
The Managers presently may be deemed to beneficially own, in the
aggregate, 12,223,680 shares of Series A Preferred Stock
(including the 968,800 shares presently beneficially owned by
Price Group).
Price Group disclaims beneficial ownership of any Price Legacy
securities beneficially owned by the Price Family Charitable Fund
or any of the Managers. Each of the Managers disclaims beneficial
ownership of any Price Legacy securities beneficially owned by
the Price Family Charitable Fund or Price Group. The Price Family
Charitable Fund disclaims beneficial ownership of any Price
Legacy securities beneficially owned by Price Group or any of the
Managers.
(c) The information set forth in Item 3 above and Item 6 below is
incorporated herein by reference.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended to add the following:
On September 9, 2003, Warburg, Pincus Equity Partners, L.P., a Delaware
limited partnership, and certain of its affiliates (collectively "Warburg
Pincus") entered into a purchase agreement (the "Purchase Agreement") with
Price Group to sell all Price Legacy securities held by Warburg Pincus (the
"Warburg Securities"), including 17,985,612 shares of Series B Preferred
Stock, 5,000,000 shares of Price Legacy Common Stock, and warrants to
purchase 2,500,000 shares of Price Legacy Common Stock, to Price Group
and/or its assignees, on January 5, 2004, for an aggregate purchase price
of $138 million.
In addition, on September 9, 2003, Price Group and Price Legacy entered
into a letter agreement (the "Letter Agreement") pursuant to which Price
Group confirmed that it executed the Purchase Agreement as a facilitator
and agreed, among other things, to assign all of its rights to purchase the
Warburg Securities under the Purchase Agreement to one or more third
parties in a manner that will ensure that the ownership of the Warburg
Securities will be in compliance with the ownership limits in Price
Legacy's charter. Under the Letter Agreement, Price Group also agreed that
its assignment of such rights will be on terms such that the aggregate
consideration paid by the assignees for the Warburg Securities will not
exceed $138 million (reduced proportionately to the extent that Price Group
retains any of the Warburg Securities).
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 5 OF 7 PAGES
The foregoing summary of the Purchase Agreement and the Letter Agreement is
qualified in its entirety by reference to such documents, which are being
filed, respectively, as Exhibits 5 and 6 to this Schedule 13D and which are
incorporated herein in their entirety in response to this Item 6.
ITEM 7. EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to add the following:
EXHIBITS DESCRIPTION
5. Purchase Agreement, dated as of September 9, 2003, by and
among The Price Group LLC, 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.
6. Letter Agreement, dated as of September 9, 2003, by and
between The Price Group LLC and Price Legacy Corporation.
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 6 OF 7 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 11, 2003
THE PRICE GROUP LLC
/s/ James F. Cahill
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By: James F. Cahill
Title: Manager
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 7 OF 7 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).
5. Purchase Agreement, dated as of September 9, 2003, by and
among The Price Group LLC, 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. (filed
herewith).
6. Letter Agreement, dated as of September 9, 2003, by and
between The Price Group LLC and Price Legacy Corporation
(filed herewith).