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. 4)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)
NOVEMBER 7, 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
20.1% (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. 4 relates to the common stock, par value $0.0001 per
share ("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, Amendment No. 2 thereto, filed by Price Group
with the SEC on September 11, 2003 (the "Second Amendment"), and Amendment No. 3
thereto, filed by Price Group with the SEC on September 29, 2003 (the Original
13D, as so amended, being the "Schedule 13D"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Schedule 13D.
As discussed in the Second Amendment, 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") to Price Group and/or its assignees, on
January 5, 2004, for an aggregate purchase price of $138 million. Also as
discussed in the Second Amendment, 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).
Because the expected closing date of the sale of the Warburg Securities
pursuant to the Purchase Agreement was more than sixty days after the date of
the Second Amendment, Price Group would not have been deemed, as of the date of
the Second Amendment, to have beneficially owned the Warburg Securities within
the meaning of Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as
amended. Accordingly, the information set forth in Items 5(a) and 5(b) of the
Second Amendment expressly excluded the Warburg Securities.
Because such expected closing date is now within sixty days of the date
hereof, the Price Group is filing this Amendment No. 4 to, among other things,
include the Warburg Securities in the information set forth in Items 5(a) and
5(b) of the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) and 5(b) of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a)-(b) Excluding the Warburg Securities, Price Group presently beneficially
owns, in the aggregate, the equivalent of 7,364,996 shares of Price
Legacy Common Stock. Such 7,364,996 shares (collectively, the
"Non-Warburg Securities") consists of (i) 5,450,175 shares of issued
and outstanding Price Legacy Common Stock directly held by Price Group,
(ii) the right to acquire 233,679 shares through exercise of the Price
Group Warrant, and 1,681,142 shares of Series B Preferred Stock
directly held by Price Group.2 Such 7,364,996 shares represent
approximately 20.1% of
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2 Effective as of September 18, 2003, the Series B Preferred Stock
became convertible pursuant to its terms into Price Legacy Common Stock. Price
Group believes that, under such terms, each share of Series B Preferred Stock is
presently convertible into one share of Price Legacy Common Stock (excluding any
additional shares, if any, issuable on account of accrued and unpaid dividends
on the Series B Preferred Stock).
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 4 OF 7 PAGES
the outstanding Price Legacy Common Stock (as adjusted for (x) the
exercise of the Price Group Warrant and (y) conversion of the
Non-Warburg Securities that consist of Series B Preferred Stock into
Price Legacy Common Stock).3
In addition, pursuant to the terms and subject to the conditions of the
Purchase Agreement and the Letter Agreement, and subject to applicable
restrictions in Price Legacy's charter, Price Group presently has the
right to acquire the Warburg Securities and thus presently may be
deemed to beneficially own the Warburg Securities. The Warburg
Securities consist of (i) 5,000,000 shares of issued and outstanding
Price Legacy Common Stock, (ii) warrants to acquire 2,500,000 shares of
Price Legacy Common Stock (the "Warburg Warrants"), and (iii)
17,985,612 shares of Series B Preferred Stock.
Accordingly, Price Group presently may be deemed to beneficially own,
in the aggregate, including both the Non-Warburg Securities and the
Warburg Securities, the equivalent of 32,850,608 shares of Price Legacy
Common Stock, which represent approximately 57.5% of the outstanding
Price Legacy Common Stock (as adjusted for (x) the exercise of the
Price Group Warrant and the Warburg Warrants and (y) conversion of the
Warburg Securities and Non-Warburg Securities that, in each case,
consist of Series B Preferred Stock into Price Legacy Common Stock).4
Price Group presently has sole voting and dispositive power over all
Non-Warburg Securities and shared voting and dispositive power over no
Non-Warburg Securities. As disclosed in Item 6 below, pursuant to the
Letter Agreement, Price Group will 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
presently is not permitted (without Price Legacy's consent) to purchase
any of the Warburg Securities and thus is not expected to have any
voting or dispositive power over any of the Warburg Securities.
The information set forth in Item 3 above and Item 6 below is
incorporated herein by reference.
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
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3 Calculation of percentage ownership (i) is based on approximately
34,732,157 shares of Price Legacy Common Stock estimated to be outstanding as of
November 11, 2003, as reported in the Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 2003, as filed by Price Legacy with the SEC on
November 12, 2003, (ii) assumes exercise of the Price Group Warrant for 233,679
shares of Price Legacy Common Stock and (iii) assumes conversion of all Series B
Preferred Stock that constitute Non-Warburg Securities into 1,681,142 shares of
Price Legacy Common Stock.
4 Calculation of percentage ownership (i) is based on approximately
34,732,157 shares of Price Legacy Common Stock estimated to be outstanding as of
November 11, 2003, as reported in the Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 2003, as filed by Price Legacy with the SEC on
November 12, 2003, (ii) assumes exercise of the Price Group Warrant and the
Warburg Warrants for 233,679 and 2,500,000 shares of Price Legacy Common Stock,
respectively, and (iii) assumes conversion of all Series B Preferred Stock that
constitute Non-Warburg Securities or Warburg Securities into 1,681,142 and
17,985,612 shares of Price Legacy Common Stock, respectively.
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 5 OF 7 PAGES
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.
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, 12,223,564 shares of Series A Preferred Stock (including the
968,800 shares presently beneficially owned by Price Group).
Price Group disclaims beneficial ownership of all Price Legacy
securities that may be deemed to be beneficially owned by the Price
Family Charitable Fund or any of the Managers (except for the 968,800
shares of Series A Preferred Stock referenced above). Each of the
Managers disclaims beneficial ownership of all Price Legacy securities
that may be deemed to be beneficially owned by the Price Family
Charitable Fund or Price Group. The Price Family Charitable Fund
disclaims beneficial ownership of all Price Legacy securities that may
be deemed to be beneficially owned by Price Group or any of the
Managers.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Items 6 of the Schedule 13D is hereby amended to add the following:
As of the date hereof, Price Group has not yet assigned any of its rights
to purchase the Warburg Securities under the Purchase Agreement to one or
more third parties pursuant to the Letter Agreement. Price Group is
required, and intends, to consummate such assignment on or prior to
January 5, 2004.
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: November 26, 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 Price Enterprises,
Inc. 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 Price Enterprises, Inc. 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 Price Enterprises, Inc. 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
Corporation 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.
(incorporated by reference to Exhibit 5 to Amendment No. 2 to
Schedule 13D filed by The Price Group LLC on September 11,
2003).
6. Letter Agreement, dated as of September 9, 2003, by and
between The Price Group LLC and Price Legacy Corporation
(incorporated by reference to Exhibit 6 to Amendment No. 2 to
Schedule 13D filed by The Price Group LLC on September 11,
2003).
7. Press Release issued by Price Legacy Corporation on September
22, 2003 (incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K filed by Price Legacy Corporation
with the SEC on September 23, 2003).