-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FMULJQXppdtrtOonYSB4RDqCoL6u23r4rGcTiCmseUb7MC4YspDiBS9q0nWuBuH+ gfWjcYATsEMuiVThPHc9Ng== 0000912057-01-504833.txt : 20010326 0000912057-01-504833.hdr.sgml : 20010326 ACCESSION NUMBER: 0000912057-01-504833 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010323 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE ENTERPRISES INC CENTRAL INDEX KEY: 0000929647 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 330628740 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43425 FILM NUMBER: 1577263 BUSINESS ADDRESS: STREET 1: 4649 MORENA BLVD CITY: SAN DIEGO STATE: CA ZIP: 92117 BUSINESS PHONE: 6195814679 MAIL ADDRESS: STREET 1: 4649 MORENA BLVD CITY: SAN DIEGO STATE: CA ZIP: 92117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EXCEL LEGACY CORP CENTRAL INDEX KEY: 0001050671 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT) [6532] IRS NUMBER: 330781747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17140 BERNARDO CENTER DR STREET 2: SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 8586759400 MAIL ADDRESS: STREET 1: 16955 VIA DEL CAMPO STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92127 SC 13D/A 1 a2042791zsc13da.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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. 7)(1) PRICE ENTERPRISES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.0001 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 741444 202 AND 741444 103 - -------------------------------------------------------------------------------- (CUSIP Number) GARY B. SABIN PRESIDENT AND CHIEF EXECUTIVE OFFICER EXCEL LEGACY CORPORATION 17140 BERNARDO CENTER DRIVE, SUITE 300 SAN DIEGO, CALIFORNIA 92128 (858) 675-9400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 21, 2001 - -------------------------------------------------------------------------------- (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: / /. (Continued on the following pages) Page 1 of 6 Pages (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. SCHEDULE 13D CUSIP No. 741444 202 and 741444 103 PAGE 2 OF 6 --------------------------------------- ------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EXCEL LEGACY CORPORATION, IRS ID #33-0781747 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 12,154,289 SHARES BENEFICIALLY -------------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 0 -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 12,154,289 SHARES -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,154,289 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 91.3%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- (1) BASED ON 13,309,006 SHARES OF THE ENTERPRISES COMMON STOCK OUTSTANDING AS OF MARCH 13, 2001, AS REPORTED IN ENTERPRISES' ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 (FILE NO. 0-20449), FILED WITH THE SEC ON MARCH 19, 2001. *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 3 OF 6 This Amendment No. 7 to Schedule 13D relating to Price Enterprises, Inc., a Maryland corporation ("Enterprises"), is being filed on behalf of Excel Legacy Corporation, a Delaware corporation ("Legacy"), to amend the Schedule 13D filed with the SEC on May 21, 1999, as amended by Amendment No. 1 thereto filed with the SEC on June 11, 1999, Amendment No. 2 thereto (and Schedule 14D-1) filed with the SEC on October 6, 1999, Amendment No. 3 thereto (and Amendment No. 1 to Schedule 14D-1) filed with the SEC on October 25, 1999, Amendment No. 4 thereto (and Amendment No. 2 to Schedule 14D-1) filed with the SEC on November 5, 1999, Amendment No. 5 thereto filed with the SEC on April 28, 2000 and Amendment No. 6 thereto filed with the SEC on November 13, 2000. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended to include the following information: (a)-(b) On March 21, 2001, Enterprises, PEI Merger Sub, Inc., a Maryland corporation ("Merger Sub"), and Legacy entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Legacy (the "Merger"), with Legacy continuing as the surviving corporation and as a wholly-owned subsidiary of Enterprises. At the effective time of the Merger, each outstanding share of Legacy common stock, par value $0.01 per share (the "Legacy Common Stock"), will be exchanged for 0.6667 of a share of Enterprises common stock, par value $0.0001 per share (the "Enterprises Common Stock"), and each option to purchase shares of Legacy Common Stock will be exchanged for an option to purchase shares of Enterprises Common Stock (with the exercise price and number of shares appropriately adjusted to reflect the exchange ratio). The shares of Enterprises Common Stock and Enterprises 8 3/4% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), outstanding at the time of the Merger will remain outstanding as shares of the combined company. Following the Merger, Enterprises will continue to operate as a real estate investment trust ("REIT") under the name Price Legacy Corporation ("Price Legacy"). In addition, Price Legacy will operate a wholly-owned taxable REIT subsidiary, which will be named Excel Legacy Corporation. The Merger, which is structured to qualify as a tax-free reorganization, is subject to the approval of the stockholders of both Enterprises and Legacy and other customary closing conditions. Also on March 21, 2001, Enterprises entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Warburg, Pincus Equity Partners, L.P. and certain of its affiliates ("Warburg Pincus"), pursuant to which Enterprises agreed to sell to Warburg Pincus (a) 17,985,612 shares of a new class of preferred stock, 9% Series B Junior Convertible Redeemable Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), and (b) a warrant (the "Warrant") to purchase an aggregate of 2.5 million shares of Price Legacy Common Stock at an exercise price of $8.25 per share, for an aggregate purchase price of $100,000,000. The Series B Preferred Stock is junior to the Series A Preferred Stock with respect to dividend, liquidation and other rights, and is convertible under certain conditions into Price Legacy Common Stock at $5.56 per share after 24 months from the date of issuance. The 9% coupon will be paid in kind with additional shares of Series B Preferred Stock for the first 45 months from issuance. Enterprises has agreed to enter into a Registration Rights Agreement (the "Registration Rights Agreement") with Warburg Pincus, pursuant to which it will grant Warburg Pincus certain registration rights covering the Price Legacy Common Stock underlying the Series B Preferred Stock and the Warrant. Upon consummation of the investment, Warburg Pincus will designate Reuben S. Leibowitz and Melvin L. Keating to the Board of Directors of Price Legacy. The Warburg Pincus investment is also subject to various conditions, including consummation of the Merger and stockholder approval. Since the Warburg Pincus investment and the Merger are subject to substantially the same PAGE 4 OF 6 conditions, it is expected that the two transactions will close concurrently (assuming they are both completed). The Merger Agreement obligates Enterprises to complete a tender offer for all outstanding shares of Enterprises Common Stock (other than those shares currently held by Legacy) at a cash price of $7.00 per share. Legacy currently owns approximately 91.3% of the Enterprises Common Stock, with approximately 1,150,000 shares held by the public. The Merger Agreement further obligates Enterprises to initiate an exchange offer in which holders of Legacy's outstanding debentures and notes will be offered shares of Series A Preferred Stock in exchange for their debt securities valued at par. The tender offer and exchange offer are conditioned on, and expected to close concurrently with, the consummation of the Merger. The Boards of Directors of both Enterprises and Legacy unanimously approved the Merger Agreement, and the Board of Directors of Enterprises unanimously approved the Securities Purchase Agreement. Certain stockholders of Legacy have entered into Stockholder Agreements with Enterprises, dated March 21, 2001 (the "Stockholder Agreements"), pursuant to which these stockholders have agreed to vote their shares, representing approximately 20% of the Legacy Common Stock, in favor of the transactions contemplated by the Merger Agreement. In addition, Legacy entered into a Voting Agreement with Enterprises and Warburg Pincus, dated March 21, 2001 (the "Voting Agreement"), pursuant to which Legacy agreed to vote its shares of Enterprises Common Stock in favor of the transactions contemplated by the Merger Agreement and the Securities Purchase Agreement. Incorporated herein by reference as Exhibits 1, 2, 3, 4, 5, 6 and 7, respectively, are copies of (i) the Merger Agreement, (ii) the form of Stockholder Agreement, (iii) the Securities Purchase Agreement, (iv) the Voting Agreement, (v) the form of Registration Rights Agreement, (vi) the form of Warrant and (vii) the form of Articles of Amendment and Restatement of Enterprises. The foregoing descriptions are qualified in their entirety by reference to the full text of such exhibits. (c) Not applicable. (d) The agreement provide that, upon consummation of the Merger and the sale of the Series B Preferred Stock, the directors of Price Legacy will consist of: Jack McGrory, Chairman; Gary B. Sabin, Co-Chairman and Chief Executive Officer; Richard B. Muir, Vice-Chairman; James Cahill; Reuben S. Leibowitz; Melvin L. Keating; Murray Galinson; and Keene Wolcott. (e) Other than as described above, not applicable. (f) Other than as described above, not applicable. (g) Upon the consummation of the Merger and the sale of the Series B Preferred Stock, the Articles of Amendment and Restatement of Enterprises will be filed, which will increase the authorized capital stock of Enterprises, designate the Series B Preferred Stock, change the name of Enterprises to Price Legacy and effect certain other changes agreed to by the parties. The Bylaws of Enterprises in effect immediately prior to the Merger will be the Bylaws of Price Legacy following the Merger. Each of the Merger Agreement, the Stockholder Agreements, the Securities Purchase Agreement and the Voting Agreement may have the effect of impeding the acquisition of control of Enterprises by any other person other than Legacy. (h)-(i) Not applicable. PAGE 5 OF 6 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended to include the following information: Exhibit 1* Agreement and Plan of Merger, dated as of March 21, 2001, by and among Price Enterprises, Inc., PEI Merger Sub, Inc. and Excel Legacy Corporation. Exhibit 2* Form of Stockholder Agreement, dated as of March 21, 2001, between Price Enterprises, Inc. and certain stockholders of Excel Legacy Corporation. Exhibit 3* Securities Purchase Agreement, dated as of March 21, 2001, by and among Price Enterprises, Inc., and 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. Exhibit 4* Voting Agreement, dated as of March 21, 2001, by and among Warburg, Pincus Equity Partners L.P., Price Enterprises, Inc. and Excel Legacy Corporation. Exhibit 5* Form of Registration Rights Agreement, by and among Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V., Warburg, Pincus Netherlands Equity Partners III, C.V. and Price Enterprises, Inc. Exhibit 6* Form of Common Stock Purchase Warrant of Price Enterprises, Inc. Exhibit 7* Form of Articles of Amendment and Restatement of Price Enterprises, Inc. -------- * Incorporated by reference to Enterprises' Current Report on Form 8-K (File No. 0-20449) filed with the SEC on March 22, 2001. PAGE 6 OF 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 23, 2001 EXCEL LEGACY CORPORATION By: /s/ James Y. Nakagawa -------------------------------- James Y. Nakagawa Chief Financial Officer EXHIBIT INDEX Exhibit 1* Agreement and Plan of Merger, dated as of March 21, 2001, by and among Price Enterprises, Inc., PEI Merger Sub, Inc. and Excel Legacy Corporation. Exhibit 2* Form of Stockholder Agreement, dated as of March 21, 2001, between Price Enterprises, Inc. and certain stockholders of Excel Legacy Corporation. Exhibit 3* Securities Purchase Agreement, dated as of March 21, 2001, by and among Price Enterprises, Inc., and 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. Exhibit 4* Voting Agreement, dated as of March 21, 2001, by and among Warburg, Pincus Equity Partners L.P., Price Enterprises, Inc. and Excel Legacy Corporation. Exhibit 5* Form of Registration Rights Agreement, by and among Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V., Warburg, Pincus Netherlands Equity Partners III, C.V. and Price Enterprises, Inc. Exhibit 6* Form of Common Stock Purchase Warrant of Price Enterprises, Inc. Exhibit 7* Form of Articles of Amendment and Restatement of Price Enterprises, Inc. - -------- * Incorporated by reference to Enterprises' Current Report on Form 8-K (File No. 0-20449) filed with the SEC on March 22, 2001. -----END PRIVACY-ENHANCED MESSAGE-----