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. 5)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 ENTITIES
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 6 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. 741444301 SCHEDULE 13D/A PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sol Price
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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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
U.S. Citizen
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7 SOLE VOTING POWER
NUMBER OF
6,013,103 (see Item 5)
SHARES --------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
3,141,832 (see Item 5)
OWNED BY --------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
6,013,103 (see Item 5)
PERSON --------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,141,832 (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,154,935 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.6% (see Item 5)
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 3 OF 6 PAGES
This Amendment No. 5 to Schedule 13D relates to the 8 3/4%
Series A Cumulative Redeemable Preferred Stock of Price Legacy Corporation and
further amends the Schedule 13D filed by Sol Price on August 27, 1998 and
subsequently amended by Amendments No. 1 through 4 thereto (as amended, the
"Schedule 13D"). The Schedule 13D is hereby amended and restated in its entirety
as follows:
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")
formerly known as Price Enterprises, Inc. ("Enterprises"). Effective
September 18, 2001, a wholly owned subsidiary of Enterprises 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, San Diego, California 92128.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (f) This statement on Schedule 13D is filed by Sol Price,
a U.S. citizen.
(b) The principal business address of Mr. Price is 7979
Ivanhoe Avenue, Suite 520, La Jolla, California
92037.
(c) The principal occupation of Mr. Price is
self-employed investor and manager of The Price Group
LLC ("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
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 AND OTHER CONSIDERATION
For each stock purchase transaction described below in Item 5, the
trust or fund acquiring Series A Preferred Stock used cash held in the
trust or fund, as applicable, to make the purchase for investment
purposes.
For shares of Series A Preferred Stock described below in Item 5 as
being acquired in connection with the exchange offer commenced by
Legacy on August 10, 2001 and consummated on September 18, 2001 (the
"Exchange Offer"), such shares were acquired by exchanging Legacy notes
and debentures for Series A Preferred Stock pursuant to the terms of
the Exchange Offer.
Except as set forth above, all other shares of Series A Preferred Stock
disclosed herein were received pursuant to a pro rata distribution by
Enterprises of one share of Series A Preferred Stock for each share of
common stock of Enterprises held by its stockholders of record on
July 30, 1998 (the "Distribution").
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 4 OF 6 PAGES
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) Mr. Price may be deemed to beneficially own 9,154,935 shares
of Series A Preferred Stock, representing approximately 33.6%
of the outstanding Series A Preferred Stock, as follows:
(i) 5,897,865 shares as the sole trustee of the
Price Family Charitable Trust U/T/D/ 3/10/84
("PFCT");3
(ii) 115,238 shares as the sole trustee of the
Sol & Helen Price Trust ("SHPT");4
(iii) 2,291,547 shares as a director of The Price
Family Charitable Fund ("PFCF") and of which
Mr. Price disclaims beneficial ownership;
and
(iv) 850,285 shares as a manager of Price Group
and of which Mr. Price disclaims beneficial
ownership.
These shares exclude 6,531,895 shares of Series A Preferred
Stock which may be deemed to be beneficially owned by Robert
Price ("Mr. R. Price"), the son of Mr. Price, and of which Mr.
Price disclaims beneficial ownership.
(b) The power to vote and dispose of these 9,154,935 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 6,013,103 shares in the
aggregate.
(ii) As a director of PFCF, Mr. Price may be
deemed to share the power to vote and
dispose of 2,291,547 shares with Mr. R.
Price, James F. Cahill, Jack McGrory,
Allison Price, Helen Price, Roy Anderson,
Murray Galinson, and Joseph R. Satz, each of
who is a director of PFCF (collectively, the
"PFCF Directors"). Mr. Price disclaims
beneficial ownership of these shares.
(iii) As a manager of Price Group, Mr. Price may
be deemed to share the power to vote and
dispose of 850,285 shares with Mr. R. Price,
Mr. Cahill, Mr. McGrory, Mr. Galinson, Kathy
Hillan, and Mr. Satz, each of who is a
manager of Price Group (collectively, the
"Price Group Managers"). Mr. Price disclaims
beneficial ownership of these shares.
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2 Calculation of percentage ownership hereunder is based on
approximately 27,267,644 shares of Series A Preferred Stock estimated to be
outstanding following the consummation of the Exchange Offer on September 18,
2001, as reported in the Current Report on Form 8-K filed by Price Legacy with
the Securities and Exchange Commission (the "SEC") on September 19, 2001.
3 Excludes 641,533 shares of Series A Preferred Stock pledged to PFCT
to secure certain notes held by PFCT. PFCT does not have the right to vote or
dispose of the pledged shares prior to a default under the applicable note.
4 Excludes 298,133 shares of Series A Preferred Stock pledged to SHPT
to secure certain notes held by SHPT. SHPT does not have the right to vote or
dispose of the pledged shares prior to a default under the applicable note.
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 5 OF 6 PAGES
The principal occupation of Mr. R. Price is self-employed
investor and 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
occupation of Mr. Anderson 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 the
Price Group Managers is 7979 Ivanhoe Avenue, Suite 520, La
Jolla, California 92037.
During the last five years, none of the PFCF Directors or the
Price Group 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.
Each of the PFCF Directors and the Price Group Managers is a
U.S. citizen.
(c) The information set forth in Item 5(c) of Amendment No. 4 to
Schedule 13D, filed by Mr. Price with the SEC on January 3,
2001, is incorporated herein by reference.
21. On July 2, 2001, PFCT distributed 115,238 shares to
SHPT pursuant to a quarterly unitrust distribution.
Mr. Price is the sole trustee of each of PFCT and
SHPT.
22. On September 18, 2001, pursuant to the Exchange
Offer, PFCT, of which Mr. Price is the sole trustee,
exchanged approximately $9,569,000 in Legacy notes
and debentures for 637,933 shares at an exchange
ratio of $15.00 in principal amount of Legacy notes
or debentures per share.
23. On September 18, 2001, pursuant to the Exchange
Offer, PFCF, of which Mr. Price is a director,
exchanged approximately $148,000 in Legacy notes and
debentures for 9,867 shares at an exchange ratio of
$15.00 in principal amount of Legacy notes or
debentures per share.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth in Item 6 of Amendment No. 4 to Schedule 13D,
filed by Mr. Price with the SEC on January 3, 2001, is incorporated
herein by reference.
ITEM 7. EXHIBITS.
Not applicable.
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 6 OF 6 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: October 2, 2001
SOL PRICE
/s/ Sol Price
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