UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PRICE LEGACY CORPORATION
(formerly PRICE ENTERPRISES, INC.)
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
74144P 106
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(CUSIP Number of Class of Securities)
Scott A. Arenare, Esq.
Vice President and General Counsel
Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven A. Seidman, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
September 18, 2001
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box: [ ]
SCHEDULE 13D
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CUSIP No. 74144P 106 Page 2 of 24 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Equity Partners, L.P. I.R.S. #13-4161869
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
20,485,612
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 20,485,612
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 20,485,612
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
20,485,612
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
20,485,612 (See Item 5.)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5% (See Item 5.)
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
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CUSIP No. 74144P 106 Page 3 of 24 Pages
-------------------- ------------------
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co. I.R.S. #13-6358475
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 20,485,612
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
20,485,612
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
20,485,612 (See Item 5.)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5% (See Item 5.)
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
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CUSIP No. 74144P 106 Page 4 of 24 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg Pincus LLC (formerly E.M. Warburg, Pincus & Co., LLC)
I.R.S. #13-3536050
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 20,485,612
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
20,485,612
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
20,485,612 (See Item 5.)
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5% (See Item 5.)
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
This Schedule 13D is being filed on behalf of Warburg, Pincus & Co., a New
York general partnership ("WP"), Warburg, Pincus Equity Partners, L.P., a
Delaware limited partnership ("WPEP"), and Warburg Pincus LLC, a New York
limited liability company ("WP LLC" and together with WPEP and WP, the
"Reporting Entities"). This Schedule 13D relates to the common stock, par value
$.0001 per share (the "Company Common Stock"), of Price Legacy Corporation
(formerly Price Enterprises, Inc.), a Maryland corporation (the "Company"). The
holdings of Company Common Stock of WPEP reported in this Schedule 13D include
certain shares of Company Common Stock which may be deemed to be beneficially
owned by three affiliated partnerships of WPEP, Warburg, Pincus Netherlands
Equity Partners I, C.V., a Netherlands limited partnership ("Netherlands I"),
Warburg, Pincus Netherlands Equity Partners II, C.V., a Netherlands limited
partnership ("Netherlands II"), and Warburg, Pincus Netherlands Equity Partners
III, C.V., a Netherlands limited partnership ("Netherlands III").
The Reporting Entities are making this single joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The agreement
among the Reporting Entities to file jointly is attached hereto as Exhibit 1.
Each Reporting Entity disclaims beneficial ownership of all of the shares of
Company Common Stock, other than those reported herein as being owned by it.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Company Common Stock and is
being filed pursuant to Rule 13d-1 under the Exchange Act. The address of the
principal
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executive offices of the Company is 17140 Bernardo Center Drive, Suite 300, San
Diego, California 92128.
Item 2. Identity and Background.
(a) This statement is filed by the Reporting Entities. WP is the sole
general partner of each of WPEP, Netherlands I, Netherlands II and Netherlands
III. WP LLC manages each of WPEP, Netherlands I, Netherlands II and Netherlands
III. Lionel I. Pincus is the managing partner of WP and the managing member of
WP LLC and may be deemed to control both WP and WP LLC. Lionel I. Pincus
disclaims any beneficial ownership of the shares of Company Common Stock
reported in this Schedule 13D, as the shares of Company Common Stock reported in
this Schedule 13D are beneficially owned by the Reporting Entities. The general
partners of WP and the members of WP LLC are described in Schedule I of this
Schedule 13D.
(b) The address of the principal business and principal office of the
Reporting Entities and those persons listed on Schedule I hereto is 466
Lexington Avenue, New York, New York 10017.
(c) The principal business of WP is acting as general partner of WPEP,
Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP
VIII"), Warburg Pincus International Partners, L.P., a Delaware limited
partnership ("WPIP"), Warburg, Pincus Ventures International, L.P., a Bermuda
limited partnership ("WPVI"), Warburg, Pincus Ventures, L.P., a Delaware limited
partnership ("WPV"), and Warburg, Pincus Investors, L.P., a Delaware limited
partnership ("WPI"). The principal business of WP LLC is acting as manager of
WPEP, WP VIII, WPIP, WPVI, WPV and WPI. The
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principal business of WPEP is that of a partnership engaged in making venture
capital and related investments.
(d) None of the Reporting Entities, nor, to the best of their knowledge,
any of the directors, executive officers, control persons, general partners or
members referred to in paragraph (a) above has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
infractions or misdemeanors).
(e) None of the Reporting Entities nor, to the best of their knowledge, any
of the directors, executive officers, control persons, general partners or
members referred to in paragraph (a) above has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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 with respect to such laws.
(f) Except as otherwise indicated on Schedule I of this Schedule 13D, each
of the individuals referred to in paragraph (a) above is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by WPEP to purchase the securities of
the Company as described in this Schedule 13D was furnished from the working
capital of WPEP.
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Item 4. Purpose of Transaction.
Pursuant to a Securities Purchase Agreement, dated as of March 21, 2001
(the "Purchase Agreement"), WPEP agreed to acquire 17,985,612 shares of 9%
Series B Junior Convertible Redeemable Preferred Stock, par value $.0001 per
share (the "Series B Preferred Stock"), of the Company and the Company agreed to
issue to WPEP a warrant (the "Warrant") to purchase 2,500,000 shares of Company
Common Stock. The purchase of the Series B Preferred Stock and the Warrant was
conditioned on, among other things, the consummation of a merger (the "Merger")
of PEI Merger Sub, Inc., a Maryland corporation ("PEI") and a wholly-owned
subsidiary of the Company, with and into Excel Legacy Corporation, a Delaware
corporation ("Legacy"), the Company's parent corporation, resulting in Legacy
becoming a wholly-owned subsidiary of the Company as the surviving corporation.
On September 18, 2001, the Merger was consummated, at which time WPEP acquired
the 17,985, 612 shares of Series B Stock and the Company issued the Warrant to
WPEP. The aggregate purchase price of the Series B Preferred Stock and the
Warrant was $100,000,000.
Pursuant to the Articles of Amendment and Restatement (the "Restated
Articles of Incorporation"), the shares of 17,985,612 shares of Series B
Preferred Stock acquired by WPEP (subject to certain adjustments) are
convertible into 17,985,612 shares of Company Common Stock, at WPEP's option, 24
months after the issuance of such Series B Preferred Stock. Under the Warrant,
which is exercisable at any time during the period commencing September 18, 2001
and ending September 17, 2008, WPEP may purchase 2,500,000 shares of Company
Common Stock at a purchase price, subject to certain adjustments, of $8.25 per
share.
-8-
Additionally, pursuant to the Restated Articles of Incorporation, for the
first 45 months after the issuance of the Series B Preferred Stock, all
distributions on the Series B Preferred Stock are payable in additional shares
of the Series B Preferred Stock, which will increase the number of shares of
Company Common Stock beneficially owned by the Reporting Entities accordingly.
In addition, pursuant to the Purchase Agreement, the Company is required to
issue additional shares of Series B Preferred Stock to WPEP so as to maintain
its percentage ownership of the Company in the event that any shares of Company
Common Stock held by Legacy and pledged as collateral for Legacy's outstanding
9% Convertible Redeemable Subordinated Secured Debentures Due 2004 and 10%
Senior Redeemable Secured Notes Due 2004 are transferred or become beneficially
owned by any person other than the Company, Legacy or any of their wholly-owned
subsidiaries.
In connection with the sale of the Series B Preferred Stock and the
Warrant, WPEP is entitled to designate two (2) directors (the "Warburg
Designees") to the Company's Board of Directors. WPEP is entitled to this right
to designate two directors so long as they or their affiliates beneficially own
at least 10% of the outstanding shares of Company Common Stock (assuming the
conversion of the Series B Preferred Stock into shares of Company Common Stock).
Furthermore, so long as any shares of Series B Preferred Stock are outstanding,
the Company is prohibited from taking certain corporate actions, including, but
not limited to, amending the Restated Articles of Incorporation, authorizing for
issuance any additional shares of capital stock or entering into a merger,
consolidation or other significant transaction, without the affirmative vote of
the holders
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of at least two-thirds of the then outstanding Series B Preferred Stock. Certain
corporate actions also require the affirmative vote of the Warburg Designees.
The shares of Series B Preferred Stock and the Warrant are not registered
under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to
a Registration Rights Agreement, dated as of September 18, 2001 (the
"Registration Rights Agreement"), among the Company, The Price Group LLC ("Price
Group") and WPEP, the Company has, among other things, granted WPEP certain
demand and piggy-back registration rights with respect to the Company Common
Stock (the "Registrable Securities") issuable upon conversion of the Series B
Preferred Stock and upon the exercise of the Warrant. Under the Registration
Rights Agreement, with respect to the Registrable Securities, the Company has
agreed, subject to certain conditions, to use its best efforts to effect any
registration requested by WPEP or permitted transferees of such Registrable
Securities. In addition, the Company has given the holders of Registrable
Securities the right to sell their Registrable Securities pursuant to certain
other registration statements that may be filed by the Company under the
Securities Act. The foregoing descriptions of the Restated Articles of
Incorporation, the Purchase Agreement and the Registration Rights Agreement are
qualified in their entirety by reference to the Restated Articles of
Incorporation, the Purchase Agreement and the Registration Rights Agreement,
which are incorporated in this Schedule 13D by reference to Exhibits 2, 6 and 7,
respectively, to this Schedule 13D.
The purchase by WPEP of the shares of Series B Preferred Stock and the
Warrant was effected because of the Reporting Entities' belief that the Company
represents an attractive investment. The Reporting Entities view the investment
as attractive based on
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the Company's business prospects and strategy. The Reporting Entities may from
time to time acquire additional shares of Company Common Stock or engage in
discussions with the Company concerning further acquisitions of shares of
Company Common Stock or further investments by them in the Company. The
Reporting Entities intend to review their investment in the Company on a
continuing basis and, depending upon the price and availability of the shares of
Company Common Stock, subsequent developments affecting the Company, the
Company's business and prospects, other investment and business opportunities
available to the Reporting Entities, general stock market and economic
conditions, tax considerations and other factors considered relevant, may decide
at any time to increase, or to decrease, the size of their investment in the
Company.
Except as set forth above in this statement, none of the Reporting Entities
nor, to the best of their knowledge, any person listed in Schedule I to this
Schedule 13D, has any plans or proposals which relate to or would result in: (a)
the acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter, By-laws
or instruments corresponding thereto or other actions
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which may impede the acquisition of control of the Company by any person; (h)
causing a class of securities of the Company to be de-listed 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 the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Entities beneficially own shares of Company Common Stock
by virtue of their ownership of the Series B Preferred Stock and the Warrant,
which are convertible or exercisable, as applicable, into shares of Company
Common Stock. On September 18, 2001, WPEP acquired 17,985,612 shares of Series B
Preferred Stock and the Warrant (collectively, the "Securities") pursuant to the
Purchase Agreement and as of such date beneficially own 20,485,612 shares of
Company Common Stock, assuming the full conversion of the Series B Preferred
Stock and the exercise of the Warrant. The 20,485,612 shares of Company Common
Stock (assuming the full conversion and exercise of the Securities) represent
approximately 33.5% of the outstanding class of Company Common Stock, based on a
total of 61,257,791 shares of Company Common Stock outstanding, which is
comprised of: (i) 40,772,179 shares of Company Common Stock outstanding as of
the consummation of the Merger, as represented by the Company in the Current
Report on Form 8-K (the "Current Report") of Price Legacy Corporation (formerly
the Company), filed with the Securities and Exchange Commission on September 19,
2001; (ii) the 17,985,612 shares of Company Common Stock issuable upon the
conversion of the 17,985,612 shares of Series B Preferred Stock acquired by
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WPEP; and (iii) the 2,500,000 shares of Company Common Stock issuable upon the
exercise of the Warrant. Assuming the full conversion and exercise of the
Securities, the Series B Preferred Stock and the Warrant represent approximately
29.4% and 4.1%, respectively, of the outstanding class of Company Common Stock,
as represented by the Company in the Current Report. By virtue of WP's and WP
LLC's respective relationships with WPEP, WP and WP LLC may be deemed, under
Rule 13d-3 under the Exchange Act, to beneficially own all of the shares of
Company Common Stock which are beneficially owned by WPEP.
(b) WPEP has beneficial ownership of all 20,485,612 shares of Company
Common Stock (assuming the full conversion and exercise of the Securities)
reported in this Schedule 13D. WPEP shares voting power and dispositive power
over its holdings of Company Common Stock with WP and WP LLC.
(c) Except for the transaction described in Items 3 and 4 and this Item 5,
during the last sixty days there were no transactions effected by the Reporting
Entities or by any of the persons set forth on Schedules I to this Schedule 13D.
(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to in this Schedule 13D of securities is known
to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
By virtue of the relationships among the Reporting Entities as described in
Item 2, the Reporting Entities may be deemed to be a "group" under the Federal
securities laws. Pursuant to Rule 13d-1(k) promulgated under the Exchange Act,
the Reporting Entities have entered into an agreement, attached to this Schedule
13D as Exhibit 1, with respect to the joint filing of this statement, and any
amendment or amendments to this Schedule 13D.
Pursuant to the terms of the Purchase Agreement, the Company agreed to,
among other things, sell and WPEP agreed to purchase 17,985,612 shares of Series
B Preferred Stock and the Warrant. The foregoing summary is qualified in its
entirety by reference to the Purchase Agreement, a copy of which is filed as
Exhibit 2 to this Schedule 13D and incorporated in this Schedule 13D by
reference.
Pursuant to the terms of a Voting Agreement (the "Voting Agreement"), dated
as of March 21, 2001, by and among the Company, WPEP and Legacy, Legacy agreed
to, among other things, vote in favor of the Merger and the transactions
contemplated in connection therewith. The foregoing summary is qualified in its
entirety by reference to the Voting Agreement, a copy of which is filed as
Exhibit 3 to this Schedule 13D and incorporated in this Schedule 13D by
reference.
Pursuant to the terms of an Amended and Restated Conversion Agreement (the
"Conversion Agreement"), effective as of April 12, 2001, among the Company,
Price Group, Legacy and WPEP, the Company agreed to, among other things, convert
that certain Secured Promissory Note of Legacy to Price Group, as the assignee
of The Sol and Helen Price Trust, in the principal amount of $9,347,150, into
1,681,142 shares of Series B Preferred Stock and a warrant to purchase 233,679
shares of Company Common
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Stock. The foregoing summary is qualified in its entirety by reference to the
Conversion Agreement, a copy of which is filed as Exhibit 4 to this Schedule 13D
and incorporated in this Schedule 13D by reference.
Pursuant to the terms of the Warrant, commencing September 18, 2001 until
September 17, 2008, WPEP may acquire 2,500,000 shares of Company Common Stock at
a purchase price, subject to certain exceptions, of $8.25 per share. The
foregoing summary is qualified in its entirety by reference to the Warrant, a
copy of which is filed as Exhibit 5 to this Schedule 13D and incorporated in
this Schedule 13D by reference.
Pursuant to the terms of the Registration Rights Agreement, the Company
has, among other things, granted WPEP certain demand and piggy-back registration
rights with respect to the Registrable Securities. Under the Registration Rights
Agreement, with respect to the Registrable Securities, the Company has agreed,
subject to certain conditions, to use its best efforts to effect any
registration requested by WPEP or permitted transferees of such Registrable
Securities. In addition, the Company has given the holders of Registrable
Securities the right to sell their Registrable Securities pursuant to certain
other registration statements that may be filed by the Company under the
Securities Act. The foregoing summary is qualified in its entirety by reference
to the Registration Rights Agreement, a copy of which is filed as Exhibit 6 to
this Schedule 13D and incorporated in this Schedule 13D by reference.
Except as referred to above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or between such persons and any other person with respect to any
securities of the Company.
-15-
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated as of September 28, 2001, among the
Reporting Entities.
2. Securities Purchase Agreement, dated as of March 21, 2001, by and among
the Company and WPEP (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K of Price Enterprises, Inc., filed on March 23, 2001).
3. Voting Agreement, dated as of March 21, 2001, by and among the Company,
WPEP and Legacy (incorporated by reference to Exhibit 10.3 to the Current Report
on Form 8-K of Price Enterprises, Inc., filed on March 23, 2001).
4. Amended and Restated Conversion Agreement, effective as of April 12,
2001, among the Company, Price Group, Legacy and WPEP.
5. Warrant, dated September 18, 2001 to purchase shares of Company Common
Stock.
6. Registration Rights Agreement, dated as of September 18, 2001, among the
Company, Price Group and WPEP (incorporated by reference to Exhibit 10.3 to the
Current Report on Form 8-K of Price Legacy Corporation (formerly Price
Enterprises, Inc.), filed on September 19, 2001).
7. Articles of Amendment and Restatement of the Company, filed with the
Department of Assessments and Taxation of the State of Maryland on September 18,
2001 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K
of Price Legacy Corporation (formerly Price Enterprises, Inc.), filed on
September 19, 2001).
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: September 28, 2001 WARBURG, PINCUS EQUITY PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Reuben S. Leibowitz
------------------------------
Name: Reuben S. Leibowitz
Title: General Partner
Dated: September 28, 2001 WARBURG, PINCUS NETHERLANDS
EQUITY PARTNERS I, C.V.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Reuben S. Leibowitz
------------------------------
Name: Reuben S. Leibowitz
Title: General Partner
Dated: September 28, 2001 WARBURG, PINCUS NETHERLANDS
EQUITY PARTNERS II, C.V.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Reuben S. Leibowitz
------------------------------
Name: Reuben S. Leibowitz
Title: General Partner
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Dated: September 28, 2001 WARBURG, PINCUS NETHERLANDS
EQUITY PARTNERS III, C.V.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Reuben S. Leibowitz
------------------------------
Name: Reuben S. Leibowitz
Title: General Partner
Dated: September 28, 2001 WARBURG, PINCUS & CO.
By: /s/ Reuben S. Leibowitz
------------------------------
Name: Reuben S. Leibowitz
Title: General Partner
Dated: September 28, 2001 WARBURG PINCUS LLC
By: /s/ Reuben S. Leibowitz
------------------------------
Name: Reuben S. Leibowitz
Title: Member and Managing Director
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SCHEDULE I
Set forth below is the name, position and present principal occupation of
each of the general partners of Warburg, Pincus & Co. ("WP") and members of
Warburg Pincus LLC ("WP LLC"). The sole general partner of Warburg, Pincus
Equity Partners, L.P. ("WPEP") is WP. WPEP, WP and WP LLC are hereinafter
collectively referred to as the "Reporting Entities." Except as otherwise
indicated, the business address of each of such persons is 466 Lexington Avenue,
New York, New York 10017, and each of such persons is a citizen of the United
States.
GENERAL PARTNERS OF WP
----------------------
------------------------- ------------------------------------------------------
PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
------------------------- ------------------------------------------------------
Joel Ackerman Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Gregory Back Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
David Barr Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Harold Brown Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Sean D. Carney Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Timothy J. Curt Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
W. Bowman Cutter Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Cary J. Davis Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Stephen Distler Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Stewart K. P. Gross Partner of WP; Member and Senior Managing Director of
WP LLC
------------------------- ------------------------------------------------------
Patrick T. Hackett Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Jeffrey A. Harris Partner of WP; Member and Senior Managing Director of
WP LLC
------------------------- ------------------------------------------------------
William H. Janeway Partner of WP; Member and Vice Chairman of WP LLC
------------------------- ------------------------------------------------------
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------------------------- ------------------------------------------------------
Charles R. Kaye Partner of WP; Member and Executive Managing Director
of WP LLC
------------------------- ------------------------------------------------------
Henry Kressel Partner of WP; Member and Senior Managing Director of
WP LLC
------------------------- ------------------------------------------------------
Joseph P. Landy Partner of WP; Member and Executive Managing Director
of WP LLC
------------------------- ------------------------------------------------------
Sidney Lapidus Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Kewsong Lee Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Jonathan S. Leff Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Reuben S. Leibowitz Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
David E. Libowitz Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Nancy Martin Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Edward J. McKinley Partner of WP; Member and Managing Director of WP LLC
and President of Warburg Pincus International LLC
------------------------- ------------------------------------------------------
Rodman W. Moorhead III Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
James Neary Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Howard H. Newman Partner of WP; Member and Vice Chairman of WP LLC
------------------------- ------------------------------------------------------
Gary D. Nusbaum Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Dalip Pathak Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Lionel I. Pincus Managing Partner of WP; Managing Member, Chairman and
Chief Executive Officer of WP LLC
------------------------- ------------------------------------------------------
John D. Santoleri Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Steven G. Schneider Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Barry Taylor Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
John L. Vogelstein Partner of WP; Member, President and Vice Chairman of
WP LLC
------------------------- ------------------------------------------------------
Elizabeth H. Weatherman Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
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------------------------- ------------------------------------------------------
David Wenstrup Partner of WP; Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Pincus & Co.*
------------------------- ------------------------------------------------------
NL & Co.**
------------------------- ------------------------------------------------------
---------------------
* New York limited partnership; primary activity is ownership interest in WP
and WP LLC.
** New York limited partnership; primary activity is ownership interest in WP.
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MEMBERS OF WP LLC
-----------------
------------------------- ------------------------------------------------------
PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP LLC, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
------------------------- ------------------------------------------------------
Joel Ackerman Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Gregory Back Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
David Barr Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Frank M. Brochin (1) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Harold Brown Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Sean D. Carney Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Timothy J. Curt Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
W. Bowman Cutter Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Cary J. Davis Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Stephen Distler Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Tetsuya Fukagawa (2) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Makoto Fukuhara (2) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Stewart K. P. Gross Member and Senior Managing Director of WP LLC; Partner
of WP
------------------------- ------------------------------------------------------
Alf Grunwald (3) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Patrick T. Hackett Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Jeffrey A. Harris Member and Senior Managing Director of WP LLC; Partner
of WP
------------------------- ------------------------------------------------------
Sung-Jin Hwang (4) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Roberto Italia (5) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
William H. Janeway Member and Vice Chairman of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
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------------------------- ------------------------------------------------------
Charles R. Kaye Member and Executive Managing Director of WP LLC;
Partner of WP
------------------------- ------------------------------------------------------
Rajesh Khanna (6) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Henry Kressel Member and Senior Managing Director of WP LLC; Partner
of WP
------------------------- ------------------------------------------------------
Rajiv B. Lall (6) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Joseph P. Landy Member and Executive Managing Director of WP LLC;
Partner of WP
------------------------- ------------------------------------------------------
Sidney Lapidus Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Kewsong Lee Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Jonathan S. Leff Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Reuben S. Leibowitz Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
David E. Libowitz Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Nicholas J. Lowcock (7) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
John W. MacIntosh (8) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Nancy Martin Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Edward J. McKinley Member and Managing Director of WP LLC and President
of Warburg Pincus International LLC; Partner of WP
------------------------- ------------------------------------------------------
Rodman W. Moorhead III Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
James Neary Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Howard H. Newman Member and Vice Chairman of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Gary D. Nusbaum Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Dalip Pathak Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Lionel I. Pincus Managing Member, Chairman and Chief Executive Officer
of WP LLC; Managing Partner of WP
------------------------- ------------------------------------------------------
Pulak Chandan Prasad (6) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
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------------------------- ------------------------------------------------------
John D. Santoleri Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Steven G. Schneider Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Melchior Stahl (3) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Chang Q. Sun (9) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Barry Taylor Member and Managing Director of WP LLC, Partner of WP
------------------------- ------------------------------------------------------
John L. Vogelstein Member, President and Vice Chairman of WP LLC; Partner
of WP
------------------------- ------------------------------------------------------
Elizabeth H. Weatherman Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
David Wenstrup Member and Managing Director of WP LLC; Partner of WP
------------------------- ------------------------------------------------------
Jeremy S. Young (7) Member and Managing Director of WP LLC
------------------------- ------------------------------------------------------
Pincus & Co.*
------------------------- ------------------------------------------------------
(1) Citizen of France
(2) Citizen of Japan
(3) Citizen of Germany
(4) Citizen of Korea
(5) Citizen of Italy
(6) Citizen of India
(7) Citizen of United Kingdom
(8) Citizen of Canada
(9) Citizen of China
* New York limited partnership; primary activity is ownership interest in WP
and WP LLC.
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