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
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0004 PER SHARE
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(Title of Class of Securities)
74144P502
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(CUSIP Number)
JAMES F. CAHILL
PRICE ENTITIES
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)
MARCH 12, 2004
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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 9 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. 74144P205 SCHEDULE 13D PAGE 2 OF 9 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sol Price
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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
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
United States of America
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SOLE VOTING POWER
NUMBER OF 7
4,480,535 (See Item 5)
SHARES ------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
6,792,266 (See Item 5)
OWNED BY ------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
4,480,535 (See Item 5)
PERSON ------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
6,792,266 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,272,801 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
31.0% (See Item 5)
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 74144P205 SCHEDULE 13D PAGE 3 OF 9 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, par value
$0.0004 per share ("Price Legacy Common Stock"), of Price Legacy
Corporation, a Maryland corporation ("Price Legacy").
The address of the principal executive offices of Price Legacy is 17140
Bernardo Center Drive, San Diego, California 92128.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (f) This statement on Schedule 13D is filed by Sol Price, a
natural person and citizen of the United States of America.
(b)-(c) The principal business address of Mr. Price is 7979 Ivanhoe
Avenue, Suite 520, La Jolla, California 92037. The principal
occupation of Mr. Price is self-employed investor and manager of
The Price Group LLC, a California limited liability company (the
"Price Group").
(d)-(e) During the last five years, Mr. Price has not 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 he 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.
On March 12, 2004, Price Legacy engaged in a recapitalization of its
capital structure (the "Recapitalization"). The Recapitalization
included, among other things, (i) a 1-for-4 reverse stock split of the
Price Legacy Common Stock (the "Reverse Stock Split"), (ii) the
consummation of an exchange offer by Price Legacy for holders of the
8-3/4% Series A Cumulative Redeemable Preferred Stock of Price Legacy
("Series A Preferred Stock") to exchange their Series A Preferred Stock
for (x) Price Legacy Common Stock at the exchange ratio of one share of
Series A Preferred Stock for 1.05 shares of Price Legacy Common Stock
(after giving effect to the Reverse Stock Split) and/or (y) the newly
created 6.82% Series 1 Cumulative Redeemable Preferred Stock of Price
Legacy ("Series 1 Preferred Stock") at the exchange ratio of one share
of Series A Preferred Stock for one share of Series 1 Preferred Stock
(the "Series A Exchange Offer"), and (iii) the exchange of all of the
issued and outstanding 9% Series B Junior Convertible Preferred Stock of
Price Legacy (the "Series B Preferred Stock") for Price Legacy Common
Stock at the exchange ratio of one share of Series B Preferred Stock for
0.3475 of a share of Price Legacy Common Stock (after giving effect to
the Reverse Stock Split) (the "Series B Exchange Transactions").
The terms and conditions of the Recapitalization are described in
further detail in publicly available filings made by Price Legacy with
the SEC, including in definitive proxy materials filed by Price Legacy
with the SEC prior to the Recapitalization and the Annual Report on Form
10-K for the Fiscal Year Ended December 31, 2003, which was filed by
Price Legacy with the SEC on March 15, 2004 (the "2003 10-K").
Also on March 12, 2004, but prior to the Recapitalization, Price Legacy
issued a stock dividend on the Series B Preferred Stock equal to the
accrued and unpaid dividends on the Series B Preferred Stock as of the
date of Recapitalization. Pursuant to such stock dividend, the Price
Group received 34,005 shares of Series B Preferred Stock. Prior to such
stock dividend, the Price Group held 2,062,257 shares of Series B
Preferred Stock.
CUSIP NO. 74144P205 SCHEDULE 13D PAGE 4 OF 9 PAGES
In connection with the Recapitalization, (i) all 8,450,679 shares of
Series A Preferred Stock that may have been deemed to have been
beneficially owned by Mr. Price as of the time of the Recapitalization
were exchanged for an aggregate of 8,873,212 shares of Price Legacy
Common Stock pursuant to the terms of the Series A Exchange Offer, and
(ii) all 2,096,262 shares of Series B Preferred Stock that may have been
deemed to have been beneficially owned by Mr. Price as of the time of
the Recapitalization were exchanged for 728,451 shares of Price Legacy
Common Stock pursuant to the terms of the Series B Exchange
Transactions. In addition, as a result of the Reverse Stock Split, the
6,450,875 issued and outstanding shares of Price Legacy Common Stock and
the warrants to acquire 233,679 shares of Price Legacy Common Stock, in
each case, that may have been deemed to have been beneficially owned by
Mr. Price immediately prior to the Recapitalization became,
respectively, 1,612,718 issued and outstanding shares of Price Legacy
Common Stock and warrants to acquire 58,420 shares of Price Legacy
Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 3 above is incorporated herein in its
entirety in response to this Item 4.
The securities covered by this Schedule 13D were acquired for investment
purposes only.
Other than as otherwise set forth in this Item 4, as contemplated by the
terms of the Recapitalization, or as previously disclosed in publicly
available filings made by Price Legacy or Mr. Price with the SEC, Mr.
Price presently does not have any plans or proposals which relate to or
would result in (a) the acquisition by any person of additional
securities of Price Legacy or the disposition of securities of Price
Legacy; (b) an extraordinary corporate transaction involving Price
Legacy or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of Price Legacy or any of its subsidiaries; (d) any
change in the present board of directors or management of Price Legacy;
(e) any material change in the present capitalization or dividend policy
of Price Legacy; (f) any other material change in Price Legacy's
business or corporate structure; (g) changes in Price Legacy's charter,
bylaws, or instruments corresponding thereto or other actions which may
impede the acquisition of control of Price Legacy by any person; (h)
causing a class of securities of Price Legacy to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of Price Legacy becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or (j) any other
similar action.
Although Mr. Price does not have any present plans to purchase
additional shares of Price Legacy Common Stock or other Price Legacy
securities or to sell any of the Price Legacy Common Stock held by him,
he may determine to make such purchases or sales, in the open market or
otherwise, depending upon price, market conditions, availability of or
need for funds, evaluation of alternative investments, and other
factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After giving effect to the Recapitalization, Mr. Price presently
may be deemed to beneficially own the equivalent of 11,272,801
shares of Price
CUSIP NO. 74144P205 SCHEDULE 13D PAGE 5 OF 9 PAGES
Legacy Stock, which represent approximately 31.0% of the
outstanding Price Legacy Common Stock, as follows:(2)
(i) 4,200,000 shares as the sole trustee of the
Price Family Charitable Trust UTD 03/13/84
("PFCT");(3)
(ii) 280,535 shares as the sole trustee of the Sol &
Helen Price Trust UTD 2/20/70 ("SHPT");(4)
(iii) 2,045,152 shares as a director of The Price
Family Charitable Fund ("PFCF") and of which Mr.
Price disclaims beneficial ownership;
(iv) 3,224,614 shares (including warrants for to
acquire 58,420 shares) as a manager of the Price
Group and of which Mr. Price disclaims
beneficial ownership; and
(v) 1,522,500 shares as a director of San Diego
Revitalization Corp., a California nonprofit
corporation ("SDRC"), and of which Mr. Price
disclaims beneficial ownership.
(b) The power to vote and dispose of these 11,272,801 shares is as
follows:
(i) As the sole trustee of each of PFCT and SHPT,
Mr. Price has sole power to vote and dispose of
4,480,535 shares.
(ii) As a director of PFCF, Mr. Price may be deemed
to share the power to vote and dispose of
2,045,152 shares with Robert E. Price, James F.
Cahill, Jack McGrory, Allison Price, Helen
Price, William Gorham, Murray Galinson, and
Joseph R. Satz, each of whom is an officer
and/or director of PFCF (collectively, the "PFCF
Directors and Officers").
(iii) As a manager of the Price Group, Mr. Price may
be deemed to share the power to vote and dispose
of 3,224,614 shares (including warrants for to
acquire 58,420 shares) with Mr. R. Price, Mr.
Cahill, Mr. McGrory, Mr. Galinson, Kathy Hillan,
and Mr. Satz, each of whom is a manager of the
Price Group (collectively, the "Price Group
Managers").
(iv) As a director of SDRC, Mr. Price may be deemed
to share the power to vote and dispose of
1,522,500 shares with Mr. R. Price, Mr. Cahill,
Mr. McGrory, Ms. A. Price, Mr. Gorham, Mr.
Galinson, Ms. Hillan, and Mr. Satz
(collectively, the "SDRC Directors and
Officers").
The principal occupation of Mr. R. Price is interim Chief
Executive Officer of PriceSmart, Inc., a Delaware corporation.
Mr. R. Price also is a manager of the Price Group. The principal
occupation of each of Mr. Cahill, Mr. Galinson, Ms. Hillan, and
Mr. Satz is manager of the Price
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2 All calculations of percentage ownership in this Schedule 13D are
based on (i) approximately 36,278,344 shares of Price Legacy Common Stock
estimated to be issued and outstanding as of March 12, 2004 (after giving effect
to the Recapitalization), as reported in the 2003 10-K, plus (ii) 58,420 shares
of Price Legacy Common Stock issuable upon exercise of warrants held by the
Price Group.
3 Excludes shares pledged to PFCT as collateral to secure loans made by
PFCT.
4 Excludes shares pledged to SHPT as collateral to secure loans made by
SHPT.
CUSIP NO. 74144P205 SCHEDULE 13D PAGE 6 OF 9 PAGES
Group. The principal occupation of Mr. McGrory is Chief
Executive Officer of Price Legacy. Mr. McGrory is also a manager
of the Price Group. The principal occupation of Mr. Gorham is
self-employed investor. Ms. A. Price and Ms. H. Price are not
presently employed.
The business address of each of the PFCF Directors and Officers,
the Price Group Managers, and the SDRC Directors and Officers is
7979 Ivanhoe Avenue, Suite 520, La Jolla, California 92037.
During the last five years, none of the PFCF Directors and
Officers or the Price Group Managers or the SDRC Directors and
Officers 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.
Each of the PFCF Directors and Officers, the Price Group
Managers, and the SDRC Directors and Officers is a citizen of
the United States of America.
(c) The information set forth in Item 3 above is incorporated herein
in its entirety in response to this Item 5(c). The information
set forth in Item 6 below is incorporated herein in its entirety
in response to this Item 5(c).
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As previously disclosed in Amendment No. 8 to Schedule 13D with respect
to the Series A Preferred Stock, filed by Mr. Price with the SEC on
August 30, 2002, SDRC borrowed $23,200,000 from PFCT on August 23, 2002
(the "August 2002 Loan") in connection with its purchase of 1,450,000
shares of Series A Preferred Stock from PFCT on August 23, 2002, which
shares were exchanged for Price Legacy Common Stock pursuant to the
terms of the Series A Exchange Offer. On August 14, 2003, SDRC and PFCT
extended the maturity date of the August 2002 Loan from August 23, 2003
to August 23, 2004. The current outstanding principal balance of the
August 2002 Loan is approximately $16,200,000.
As previously disclosed in Amendment No. 11 to Schedule 13D with respect
to the Series A Preferred Stock, filed by Mr. Price with the SEC on
January 12, 2004 (the "January 2004 Schedule 13D/A"), on December 23,
2003, SDRC borrowed (i) $4,000,000 from SHPT (the "SHPT Loan") and (ii)
$6,000,000 from PFCT (the "PFCT Loan"). Each of the SHPT Loan and the
PFCT Loan bears interest at the rate of 7% per annum and matures on
December 31, 2004. The foregoing description of the SHPT Loan and the
PFCT Loan is qualified in its entirety by reference to the promissory
notes evidencing, respectively, the SHPT Loan and the PFCT Loan, which
have been incorporated by reference into this Schedule 13D as Exhibits 1
and 2 hereto, respectively, and which are hereby incorporated herein by
reference in their entirety in response to this Item 6.
Also as previously disclosed in the January 2004 Schedule 13D/A, in
connection with the SHPT Loan and the PFCT Loan, (i) SDRC and SHPT
entered into a Pledge and Security Agreement, dated as of December 23,
2003 (the "SHPT Pledge Agreement"), pursuant to which SDRC pledged
322,222 shares of Series A Preferred Stock to SHPT to secure the SHPT
Loan, which shares were exchanged for Price Legacy Common Stock pursuant
to the terms of the Series A Exchange Offer, and (ii) SDRC and PFCT
entered into a Pledge and Security Agreement,
CUSIP NO. 74144P205 SCHEDULE 13D PAGE 7 OF 9 PAGES
dated as of December 23, 2003 (the "PFCT Pledge Agreement"), pursuant to
which SDRC pledged 483,333 shares of Series A Preferred Stock to PFCT to
secure the PFCT Loan, which shares were exchanged for Price Legacy
Common Stock pursuant to the terms of the Series A Exchange Offer. Under
the SHPT Pledge Agreement, SHPT does not have the right to vote or
dispose of any of the shares pledged thereunder unless SDRC is in
default under the SHPT Loan. Under the PFCT Pledge Agreement, PFCT does
not have the right to vote or dispose of any of the shares pledged
thereunder unless SDRC is in default under the PFCT Loan. The foregoing
description of the SHPT Pledge Agreement and the PFCT Pledge Agreement
is qualified in its entirety by reference to the SHPT Pledge Agreement
and the PFCT Pledge Agreement, which have been incorporated by reference
into this Schedule 13D as Exhibits 3 and 4 hereto, respectively, and
which are hereby incorporated herein by reference in their entirety in
response to this Item 6.
Mr. Cahill is the borrower and PFCT is the lender under a loan agreement
entered into in May 1998. In connection with such loan agreement, Mr.
Cahill pledged 64,133 shares of Series A Preferred Stock to PFCT to
secure the loan thereunder, which shares were exchanged for Price Legacy
Common Stock pursuant to the terms of the Series A Exchange Offer. PFCT
does not have the right to vote or dispose any of the pledged shares
unless such loan is in default.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit No. Description of Exhibit
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1 Promissory Note, in the principal amount of $4,000,000,
executed and delivered as of December 23, 2003, by San
Diego Revitalization Corp. in favor of the Sol & Helen
Price Trust (incorporated by reference to Exhibit B to
Amendment No. 3 to Schedule 13D filed by San Diego
Revitalization Corp. with the SEC on January 9, 2004).
2 Promissory Note, in the principal amount of $6,000,000,
executed and delivered as of December 23, 2003, by San
Diego Revitalization Corp. in favor of the Price Family
Charitable Trust (incorporated by reference to Exhibit C
to Amendment No. 3 to Schedule 13D filed by San Diego
Revitalization Corp. with the SEC on January 9, 2004).
3 Pledge and Security Agreement, dated as of December 23,
2003, by and between San Diego Revitalization Corp. and
the Sol and Helen Price Trust (incorporated by reference
to Exhibit G to Amendment No. 3 to Schedule 13D filed by
San Diego Revitalization Corp. with the SEC on January
9, 2004).
4 Pledge and Security Agreement, dated as of December 23,
2003, by and between San Diego Revitalization Corp. and
the Price Family Charitable Trust (incorporated by
reference to Exhibit H to Amendment No. 3 to Schedule
13D filed by San Diego Revitalization Corp. with the SEC
on January 9, 2004).
CUSIP NO. 74144P205 SCHEDULE 13D PAGE 8 OF 9 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: March 19, 2004
SOL PRICE
/s/ Sol Price
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CUSIP NO. 74144P205 SCHEDULE 13D PAGE 9 OF 9 PAGES
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1 Promissory Note, in the principal amount of $4,000,000,
executed and delivered as of December 23, 2003, by San
Diego Revitalization Corp. in favor of the Sol & Helen
Price Trust (incorporated by reference to Exhibit B to
Amendment No. 3 to Schedule 13D filed by San Diego
Revitalization Corp. with the SEC on January 9, 2004).
2 Promissory Note, in the principal amount of $6,000,000,
executed and delivered as of December 23, 2003, by San
Diego Revitalization Corp. in favor of the Price Family
Charitable Trust (incorporated by reference to Exhibit C
to Amendment No. 3 to Schedule 13D filed by San Diego
Revitalization Corp. with the SEC on January 9, 2004).
3 Pledge and Security Agreement, dated as of December 23,
2003, by and between San Diego Revitalization Corp. and
the Sol and Helen Price Trust (incorporated by reference
to Exhibit G to Amendment No. 3 to Schedule 13D filed by
San Diego Revitalization Corp. with the SEC on January
9, 2004).
4 Pledge and Security Agreement, dated as of December 23,
2003, by and between San Diego Revitalization Corp. and
the Price Family Charitable Trust (incorporated by
reference to Exhibit H to Amendment No. 3 to Schedule
13D filed by San Diego Revitalization Corp. with the SEC
on January 9, 2004).