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)
8 3/4% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK
(Title of Class of Securities)
741444301
(CUSIP Number)
JAMES F. CAHILL
PRICE FAMILY CHARITABLE FUND
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)
DECEMBER 9, 2002
(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 8 pages)
------------------------------
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. 741444301 SCHEDULE 13D PAGE 2 OF 8 PAGES
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Price Family Charitable Fund
95-3842468
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO, WC (see Item 3)
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[_]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,709,502 (see Item 5)
SHARES -------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
1,709,502 (see Item 5)
PERSON --------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,709,502 (see Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2% (see Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO - Private Foundation
--------------------------------------------------------------------------------
CUSIP NO. 741444301 SCHEDULE 13D PAGE 3 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the 8 3/4% Series A
Cumulative Redeemable Preferred Stock of Price Legacy Corporation
("Series A Preferred Stock"), 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 the Price
Family Charitable Fund ("PFCF"), a private foundation
organized under the laws of the State of California.
The directors and executive officers of PFCF
(collectively, the "PFCF Directors and Officers"),
each of whom is a citizen of the United States, are
as follows:
Sol Price Director and Chairman of the Board
Robert E. Price Director and President
James F. Cahill Director and Vice President
Jack McGrory Director
Allison Price Director
Helen Price Director
Murray Galinson Director
Joseph R. Satz Secretary
Kathy Hillan Treasurer
William Gorham Director
Each of the PFCF Directors and Officers disclaims
membership in a group with PFCF, and PFCF disclaims
membership in a group with any of the PFCF Directors
and Officers.
(b) The principal executive office of PFCF and the
principal business address of each of the PFCF
Directors and Officers is 7979 Ivanhoe Avenue, Suite
520, La Jolla, California 92037.
(c) The principal business of PFCF is to function as a
private foundation. The principal occupation of
Mr. S. Price and Mr. R. Price is self-employed
investor and manager of The Price Group LLC ("Price
Group"). The principal occupation of each of Mr.
Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz, and Ms.
Hillan is manager of Price Group. Ms. A. Price and
Ms. H. Price are not presently employed. The
principal occupation of Mr. Gorham is self-employed
investor.
(d)-(e) During the last five years, neither PFCF nor any of
the PFCF 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
CUSIP NO. 741444301 SCHEDULE 13D PAGE 4 OF 8 PAGES
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 with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
PFCF previously filed a Schedule 13D on August 27, 1998, as amended by
Amendments Nos. 1 through 3 thereto, with respect to the Series A Preferred
Stock. As disclosed in such Amendment No. 3, filed with the SEC on October 22,
2001, PFCF ceased to beneficially own more than 5% of the Series A Preferred
Stock on October 3, 2001. As of October 3, 2001, PFCF beneficially owned
1,291,546 shares of Series A Preferred Stock, which constituted approximately
4.7% of the then issued and outstanding Series A Preferred Stock. For more
information about transaction in Series A Preferred Stock by PFCF on or prior to
October 3, 2001, see such Amendment No. 3. This new Schedule 13D is being filed
to reflect transactions after October 3, 2001, the most recent of which have
caused PFCF to become a reporting person again for the purposes of Rule 13d-1(a)
under the Securities Exchange Act of 1934, as amended.
1. On December 19, 2001, PFCF donated 1,000,000 shares of Series
A Preferred Stock to a charitable organization.
2. On November 21, 2002, PFCF received a charitable gift of
867,956 shares.
3. On December 9, 2002, PFCF used cash held by PFCF to acquire
550,000 shares of Series A Preferred Stock in a private
transaction for $16.30 per share.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth above in Item 3 is incorporated herein by
reference. All shares of Series A Preferred Stock held by PFCF are for
investment purposes only. PFCF presently does not have any plan or
proposal which relates to or would result in any of the actions
described in paragraphs (a) through (j) under item 4 of the special
instructions for complying with the Schedule 13D promulgated by the
SEC.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) PFCF presently beneficially owns 1,709,502 shares of
Series A Preferred Stock, representing approximately 6.2%
of the issued and outstanding Series A Preferred Stock. Of
these shares, PFCF has sole voting and dispositive shares
over all 1,709,502 shares and shared voting and
dispositive power over none.2
---------------------------
2 Calculation of percentage ownership of Series A Preferred Stock is
based on approximately 27,434,166 shares estimated to be issued and outstanding
as reported in the Quarterly Report on Form 10-Q filed by Price Legacy with the
Securities and Exchange Commission (the "SEC") on November 13, 2002 (the "Form
10-Q").
CUSIP NO. 741444301 SCHEDULE 13D PAGE 5 OF 8 PAGES
In addition, PFCF presently beneficially owns 1,000,700
shares of Price Legacy common stock, representing
approximately 2.7% of the issued and outstanding Price
Legacy common stock.3
PFCF Directors and Officers may be deemed to beneficially
own, in the aggregate, 12,254,765 shares of Series A
Preferred Stock (including options to buy 44,001 shares),
representing approximately 44.7% of the issued and
outstanding Series A Preferred Stock.4 The beneficial
ownership of shares by each of the PFCF Directors and
Officers is as follows:
Mr. S. Price may be deemed to beneficially own
8,426,929 shares, representing approximately 30.7%
of the issued and outstanding Series A Preferred
Stock, 4,298,627 shares of which he has sole
voting and dispositive power and 4,128,302 shares
of which he has shared voting and dispositive
power. Ms. H. Price is the wife of Mr. S. Price.
To the extent that she may be deemed to
beneficially own any shares, those shares are
included in the shares reported as may be deemed
to be beneficially owned by Mr. S. Price.
Mr. R. Price may be deemed to beneficially own
7,518,439 shares, representing approximately 27.4%
of the issued and outstanding Series A Preferred
Stock, 1,553 shares of which he has sole voting
and dispositive power and 7,516,886 shares of
which he has shared voting and dispositive power.
Ms. A Price is the wife of Mr. R. Price. To the
extent that she may be deemed to beneficially own
any shares, those shares are included in the
shares reported as may be deemed to be
beneficially owned by Mr. R. Price.
Mr. Cahill may be deemed to beneficially own
4,346,560 shares representing approximately 15.8%
of the issued and outstanding Series A Preferred
Stock, 120,316 shares of which he has sole voting
and dispositive power and 4,226,244 shares of
which he has shared voting and dispositive power.
Mr. McGrory may be deemed to beneficially own
4,170,557 shares representing approximately 15.2%
of the issued and outstanding Series A Preferred
Stock, 42,255 shares of which he has sole voting
and dispositive power and 4,128,302 shares of
which he has shared voting and dispositive power.
---------------------------------
3 Calculation of percentage ownership of Price Legacy common stock is
based on approximately 37,255,748 shares estimated to be issued and
outstanding as reported in the Form 10-Q.
4 These 12,254,765 shares include the 1,709,502 shares beneficially
owned by PFCF. Shares that may be deemed to be beneficially owned by more than
one of the PFCF Directors and Officers were not double-counted in arriving at
the 12,254,765 figure.
5 Shares disclosed for each of the PFCF Directors and Officers include
shares that may be deemed to be beneficially owned by more than one person.
Specifically, the shares disclosed for each of Mr. S. Price, Mr. R. Price, Mr.
Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz, Mr. Gorham and Ms. Hillan all
include the 1,709,502 shares held by PFCF and 1,450,000 shares held by San Diego
Revitalization Corp., a California non profit public benefit corporation, for
which each of them serves as an officer and/or director. The shares disclosed
for each of Mr. S. Price, Mr. R. Price, Mr. Cahill, Mr. McGrory, Mr. Galinson,
Mr. Satz, and Ms. Hillan also all include 968,800 shares held by the Price Group
for which each of them serves as a manager.
Disclosure of shares with respect to any of the PFCF Directors and
Officers should not be construed as any admission of beneficial ownership of
such shares.
CUSIP NO. 741444301 SCHEDULE 13D PAGE 6 OF 8 PAGES
Mr. Galinson may be deemed to beneficially own
4,283,988 shares, representing approximately 15.6%
of the issued and outstanding Series A Preferred
Stock, 10,000 shares of which he has sole voting
and dispositive power and 4,273,988 shares of
which he has shared voting and dispositive power.
Mr. Satz may be deemed to beneficially own
4,140,302 shares, representing approximately 15.1%
of the issued and outstanding Series A Preferred
Stock, 12,000 shares of which he has sole voting
and dispositive power and 4,128,302 shares of
which he has shared voting and dispositive power.
Ms. Hillan may be deemed to beneficially own
4,128,302 shares, representing approximately 15.0%
of the issued and outstanding Series A Preferred
Stock, 0 shares of which she has sole voting
and dispositive power and 4,128,302 shares of
which she has shared voting and dispositive power.
Mr. Gorham may be deemed to beneficially own
3,169,002 shares, representing approximately 11.6%
of the issued and outstanding Series A Preferred
Stock, 9,500 shares of which he has sole voting
and dispositive power and 3,159,502 shares of
which he has shared voting and dispositive power.
The information set forth above in Item 2 is incorporated
herein by reference. Except as set forth below, to the extent
that any of the PFCF Directors and Officers shares the power
to vote or dispose of any of the shares disclosed above, such
power is shared only with one or more of the PFCF Directors
and Officers. The exceptions are as follows:
Mr. R. Price shares voting and dispositive power
over 38,556 shares with Sarah Price and 38,556
shares with Rebecca Price. Ms. S. Price is a
student, and Ms. R. Price is self-employed. The
principal business address of each of them is 7979
Ivanhoe Avenue, Suite 520, La Jolla, California
92037.
Mr. Cahill shares voting and dispositive power
over 36,972 shares with Mr. Ben Price, 48,472
shares with Mr. Jonas Price, and 12,498 shares
with Mr. Elliot Feuerstein and Mr. Ed Spring. Mr.
B. Price and Mr. J. Price are each self-employed,
and the principal business address of each of them
is 7979 Ivanhoe Avenue, Suite 520, La Jolla,
California 92037. Mr. Feuerstein is a property
manager, and his principal business address is
8294 Mira Mesa Boulevard, San Diego, California
92126. Mr. Spring is an attorney, and his
principal business address is 10900 N.E. 4th
Street, Suite 850, Bellevue, Washington 98004.
Mr. Galinson may share voting and/or dispositive
power over 145,686 shares with one or more third
parties. The reporting person presently does not
have Item 2 information for such third parties.
None of Ms. S. Price, Ms. R. Price, Mr. B. Price,
Mr. J. Price, Mr. Feuerstein, and Mr. Spring 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 Ms. S. Price, Ms. R. Price, Mr. B. Price,
Mr. J. Price, Mr. Feuerstein, and Mr. Spring is a
citizen of the United States.
(c) The information set forth above in Item 3 is incorporated
herein by reference.
CUSIP NO. 741444301 SCHEDULE 13D PAGE 7 OF 8 PAGES
With respect to Mr. S. Price and Ms. H. Price, the information
set forth in Item 5(c) of Amendment No. 9 to Schedule 13D
filed by Mr. S. Price with the SEC on December 4, 2002 is
incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
With respect to Mr. S. Price and Ms. H. Price, the information set
forth in Item 6 of Amendment No. 9 to Schedule 13D filed by Mr. S.
Price with the SEC on December 4, 2002 is incorporated herein by
reference.
With respect to Mr. R. Price and Ms. A. Price, the information set
forth in Item 6 of Amendment No. 2 to Schedule 13D filed by Mr. R.
Price with the SEC on October 3, 2001 is incorporated herein by
reference.
Mr. Cahill is the borrower under a loan agreement entered into in May
1998. The loan is secured by 64,133 shares of Series A Preferred Stock
pledged to the Price Family Charitable Trust.
Mr. McGrory is the borrower under a loan agreement entered into in May
1998. The loan is secured by 12,800 shares of Series A Preferred Stock
pledged to the Sol and Helen Price Trust.
ITEM 7. EXHIBITS.
Not applicable.
CUSIP NO. 741444301 SCHEDULE 13D PAGE 8 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: December 17, 2002
PRICE FAMILY CHARITABLE FUND
/s/ James F. Cahill
----------------------------------
By: James F. Cahill
Title: Vice President