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 10 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 PAGE 2 OF 10 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert E. 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
3,769 (See Item 5)
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
10,348,175 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
3,769 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
10,348,175 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,351,944 (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
28.5% (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 PAGE 3 OF 10 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 Robert E. 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 interim Chief Executive Officer of
PriceSmart, Inc., a Delaware corporation. Mr. Price also is a
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
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 4 OF 10 PAGES
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.
In connection with the Recapitalization, (i) all 7,571,707 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 7,949,689 shares of Price Legacy Common Stock and 570 shares
of Series 1 Preferred 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
6,461,541 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,
1,615,384 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 10,351,944
shares of Price
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 5 OF 10 PAGES
Legacy Stock, which represent approximately 28.5% of the
outstanding Price Legacy Common Stock, as follows:(2)
(i) 3,769 shares as custodian of his minor children
under UGMCA;
(ii) 1,327,759 shares as a co-trustee of the Robert
and Allison Price Trust UTD 1/10/75 ("RAPT");(3)
(iii) 2,098,496 shares as a co-trustee of the Robert
and Allison Price Charitable Trust ("RAPCT");(4)
(iv) 121,449 shares as a co-trustee of trusts for the
benefit of his children (the "Children Trusts");
(v) 2,045,152 shares as a director of The Price
Family Charitable Fund ("PFCF") and of which Mr.
Price disclaims beneficial ownership;
(vi) 3,224,614 shares (including warrants to acquire
58,420 shares) as a manager of the Price Group
and of which Mr. Price disclaims beneficial
ownership;
(vii) 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; and
(viii) 8,205 shares as a co-trustee of the Sandra
Morales Trust.
(b) The power to vote and dispose of these 10,351,944 shares is as
follows:
(i) As custodian of his minor children, Mr. Price
has sole power to vote and dispose of an
aggregate of 3,769 shares.
(ii) As a co-trustee of each of RAPT, RAPCT, and the
Sandra Morales Trust, Mr. Price shares the power
to vote and dispose of an aggregate of 3,434,460
shares with his wife, Allison Price, who is a
co-trustee of each of RAPT, RAPCT, and the
Sandra Morales Trust.
(iii) As a co-trustee of the Children Trusts, Mr.
Price shares the power to vote and dispose of
(x) 40,483 shares with Ms. A. Price, who is a
co-trustee of the particular Children Trust
which holds such shares, (y) 40,483 shares with
Ms. A. Price and his daughter Sarah Price, each
of whom is a co-trustee of the particular
Children Trust which holds such shares, and (z)
40,483 shares with Ms. A. Price and his daughter
Rebecca Price, each
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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 RAPT as collateral to secure loans made by
RAPT.
4 Excludes shares pledged to RAPCT as collateral to secure loans made by
RAPCT.
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 6 OF 10 PAGES
of whom is a co-trustee of the particular
Children Trust which holds such shares.
(iv) As a director of PFCF, Mr. Price may be deemed
to share the power to vote and dispose of
2,045,152 shares with Sol Price, James F.
Cahill, Jack McGrory, Ms. A. 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").
(v) 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. S. 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").
(vi) 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. S. 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. S. Price is self-employed
investor and 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. Ms. S. Price is a student, and
Ms. R. Price is self-employed.
The business address of each of the PFCF Directors and Officers,
the Price Group Managers, the SDRC Directors and Officers, Ms. S.
Price, and Ms. R. Price 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 or Ms. S. Price or Ms. R. Price 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, the SDRC Directors and Officers, Ms. S. Price, and Ms.
R. Price 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.
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 7 OF 10 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As previously disclosed in Amendment No. 3 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) $1,000,000 from RAPT (the "RAPT Loan") and (ii) $4,000,000
from RAPCT (the "RAPCT Loan"). Each of the RAPT Loan and the RAPCT Loan
bears interest at the rate of 7% per annum and matures on December 31,
2004. The foregoing description of the RAPT Loan and the RAPCT Loan is
qualified in its entirety by reference to the promissory notes evidencing,
respectively, the RAPT Loan and the RAPCT, 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 RAPT Loan and the RAPCT Loan, (i) SDRC and RAPT entered
into a Pledge and Security Agreement, dated as of December 23, 2003 (the
"RAPT Pledge Agreement"), pursuant to which SDRC pledged 80,556 shares of
Series A Preferred Stock to RAPT to secure the RAPT Loan, which shares were
exchanged for Price Legacy Common Stock pursuant to the terms of the Series
A Exchange Offer, and (ii) SDRC and RAPCT entered into a Pledge and
Security Agreement, dated as of December 23, 2003 (the "RAPCT Pledge
Agreement"), pursuant to which SDRC pledged 322,222 shares of Series A
Preferred Stock to RAPCT to secure the RAPCT Loan, which shares were
exchanged for Price Legacy Common Stock pursuant to the terms of the Series
A Exchange Offer. Under the RAPT Pledge Agreement, RAPT does not have the
right to vote or dispose of any of the shares pledged thereunder unless
SDRC is in default under the RAPT Loan. Under the RAPCT Pledge Agreement,
RAPCT does not have the right to vote or dispose of any of the shares
pledged thereunder unless SDRC is in default under the RAPCT Loan. The
foregoing description of the RAPT Pledge Agreement and the RAPCT Pledge
Agreement is qualified in its entirety by reference to the RAPT Pledge
Agreement and the RAPCT 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.
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 $1,000,000,
executed and delivered as of December 23, 2003, by San
Diego Revitalization Corp. in favor of the Robert and
Allison Price Trust (incorporated by reference to
Exhibit D 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 $4,000,000,
executed and delivered as of December 23, 2003, by San
Diego Revitalization Corp. in favor of the Robert and
Allison Price Charitable Trust (incorporated by
reference to Exhibit E 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 Robert and Allison Price Trust (incorporated by
reference to Exhibit I to Amendment No. 3 to Schedule
13D filed by San Diego Revitalization Corp. with the SEC
on January 9, 2004).
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 8 OF 10 PAGES
4 Pledge and Security Agreement, dated as of December 23,
2003, by and between San Diego Revitalization Corp. and
the Robert and Allison Price Charitable Trust
(incorporated by reference to Exhibit J to Amendment No.
3 to Schedule 13D filed by San Diego Revitalization
Corp. with the SEC on January 9, 2004).
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 9 OF 10 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
ROBERT E. PRICE
/s/ Robert E. Price
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CUSIP NO. 74144P502 SCHEDULE 13D PAGE 10 OF 10 PAGES
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1 Promissory Note, in the principal amount of $1,000,000,
executed and delivered as of December 23, 2003, by San
Diego Revitalization Corp. in favor of the Robert and
Allison Price Trust (incorporated by reference to
Exhibit D 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 $4,000,000,
executed and delivered as of December 23, 2003, by San
Diego Revitalization Corp. in favor of the Robert and
Allison Price Charitable Trust (incorporated by
reference to Exhibit E 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 Robert and Allison Price Trust (incorporated by
reference to Exhibit I 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 Robert and Allison Price Charitable Trust
(incorporated by reference to Exhibit J to Amendment No.
3 to Schedule 13D filed by San Diego Revitalization
Corp. with the SEC on January 9, 2004).