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. 2)(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)
DECEMBER 21, 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
0
SHARES ------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY ------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0
PERSON ------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
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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
0.0%
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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. 2 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 further amends the
Schedule 13D, filed by Sol Price with the Securities and Exchange Commission
(the "SEC") on March 19, 2004 (the "Original 13D"), as amended by Amendment No.
1 thereto, filed with the SEC on April 16, 2004 (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 Original 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended to include the following
information:
(a)-(c) On December 21, 2004, PL Acquisition Corp. merged with and into
Price Legacy (the "Merger"). Pursuant to the terms of the
Merger, each share of Price Legacy Common Stock was converted
into the right to receive $19.097 in cash.
Immediately prior to the Merger, Mr. Price may have been deemed
to have beneficially owned 9,675,369 shares of Price Legacy
Common Stock, which were converted pursuant to the Merger into
the right to receive an aggregate of $184,770,521.79 in cash.
Specifically, pursuant to the Merger:
(i) 4,200,000 shares beneficially owned by Mr. Price
immediately prior to the Merger as the sole
trustee of the Price Family Charitable Trust UTD
03/13/84 ("PFCT") were converted into the right
to receive an aggregate of $80,207,400 in
cash;(2)
(ii) 141,525 shares beneficially owned by Mr. Price
immediately prior to the Merger as the sole
trustee of the Sol & Helen Price Trust UTD
2/20/70 ("SHPT") were converted into the right
to receive an aggregate of $2,702,702.93 in
cash;(3)
(iii) 2,045,152 shares that Mr. Price may have been
deemed to have beneficially owned as a director
or officer of the Price Family Charitable Fund,
a private foundation, and of which Mr. Price
disclaims beneficial ownership, were converted
into the right to receive an aggregate of
$39,056,267.74 in cash;
(iv) 3,166,194 shares that Mr. Price may have been
deemed to have beneficially owned as a manager
of The Price Group LLC, a California limited
liability company, and of which Mr. Price
disclaims beneficial ownership, were converted
into the right to receive an aggregate of
$60,464,806.82 in cash; and
(v) 122,498 shares that Mr. Price may have been
deemed to have beneficially owned as a director
or officer of San Diego Revitalization Corp., a
California nonprofit corporation, and of which
Mr. Price disclaims beneficial ownership, were
converted into the right to receive an aggregate
of $2,339,344.31 in cash.
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2 Excludes shares pledged to PFCT as collateral to secure loans made by
PFCT.
3 Excludes shares pledged to SHPT as collateral to secure loans made by
SHPT.
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 4 OF 5 PAGES
As a result of the Merger, Mr. Price ceased to beneficially own
any Price Legacy Common Stock, including any Price Legacy Common
Stock that he may have been deemed to have beneficially owned.
In addition to the transactions described above, Mr. Price
engaged in the following transactions in Price Legacy Common
Stock within the past 60 days:
(i) On November 18, 2004, Mr. Price sold 3,000
shares of Price Legacy Common Stock on the open
market for $19.00 per share.
(ii) On November 19, 2004, Mr. Price sold 1,000
shares of Price Legacy Common Stock on the open
market for $19.00 per share.
(iii) On November 23, 2004, Mr. Price sold 10,000
shares of Price Legacy Common Stock on the open
market for $19.00 per share.
(iv) On November 24, 2004, Mr. Price sold 20,000
shares of Price Legacy Common Stock on the open
market for $19.00 per share.
(d) Not applicable.
(e) December 21, 2004.
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: December 23, 2004
SOL PRICE
/s/ Sol Price
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