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. 1)(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)
APRIL 13, 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 5 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. 74144P502 SCHEDULE 13D/A PAGE 2 OF 5 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
5,792,263 (See Item 5)
OWNED BY -----------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
4,480,535 (See Item 5)
PERSON -----------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
5,792,263 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,272,798 (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
28.3% (See Item 5)
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 3 OF 5 PAGES
This Amendment No. 1 to 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"), and amends the Schedule
13D, filed by Sol Price with the Securities and Exchange Commission (the "SEC")
on March 19, 2004 (the "Original 13D", and as amended hereby, the "Schedule
13D"). Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Original 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) Mr. Price presently may be deemed to beneficially own the
equivalent of 10,272,798 shares of Price Legacy Stock, which
represent approximately 28.3% 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) 3,224,613 shares (including warrants to acquire
58,419 shares) as a manager of the Price Group and
of which Mr. Price disclaims beneficial ownership;
and
(v) 522,498 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 10,272,798 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
3,224,613 shares (including warrants to acquire
58,419 shares) with Mr. R. Price, Mr. Cahill, Mr.
McGrory, Mr. Galinson, Kathy Hillan, and Mr. Satz,
each of whom is a
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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, as reported in 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, plus (ii) 58,419
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. 74144P502 SCHEDULE 13D/A PAGE 4 OF 5 PAGES
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 522,498
shares with Mr. R. Price, Mr. Cahill, Mr. McGrory,
Ms. A. Price, Mr. Gorham, Mr. Galinson, Ms. Hillan,
and Mr. Satz, each of whom is an officer and/or
director of SDRC (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 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).
On April 13, 2004, SDRC sold an aggregate of 1,000,000 shares of
Price Legacy Common Stock, for $16.30 per share (representing an
aggregate sales price of $16,300,000), in two related private
transactions.
(d)-(e) Not applicable.
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 5 OF 5 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: April 16, 2004
SOL PRICE
/s/ Sol Price
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