0000912057-01-532888.txt : 20011008
0000912057-01-532888.hdr.sgml : 20011008
ACCESSION NUMBER: 0000912057-01-532888
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010920
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: PRICE LEGACY CORP
CENTRAL INDEX KEY: 0000929647
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 330628740
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-43425
FILM NUMBER: 1741160
BUSINESS ADDRESS:
STREET 1: 17140 BERNARDO CENTER DRIVE, SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92128
BUSINESS PHONE: 8586759400
MAIL ADDRESS:
STREET 1: 17140 BERNARDO CENTER DRIVE, SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92128
FORMER COMPANY:
FORMER CONFORMED NAME: PRICE ENTERPRISES INC
DATE OF NAME CHANGE: 19940907
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: EXCEL LEGACY CORP
CENTRAL INDEX KEY: 0001050671
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510]
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
a2059635zsc13da.txt
SCH 13D/A
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. 8)(1)
PRICE LEGACY CORPORATION
------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
-------------------------------------------------------------------------------
(Title of Class of Securities)
741444202 AND 741444103
-------------------------------------------------------------------------------
(CUSIP Numbers)
GARY B. SABIN
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)
SEPTEMBER 18, 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 8 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 Nos. 741444202 and 741444103 PAGE 2 OF 8
-------------------------------------------------------------------------------
-------- ----------------------------------------------------------------------
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
------------------------ ------ -----------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALY 0
OWED BY EACH
REPORTING
PERSON WITH
------ -----------------------------------------------
8 SHARED VOTING POWER
0
------ -----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ -----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
-------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
-------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
-------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
-------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 8
This Amendment No. 8 to Schedule 13D relating to Price Legacy
Corporation, a Maryland corporation formerly known as Price Enterprises, Inc.
("Price Legacy" or "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, Amendment No. 6
thereto filed with the SEC on November 13, 2000 and Amendment No. 7 thereto
filed with the SEC on March 23, 2001.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended and restated as follows:
This statement relates to the shares of Price Legacy's common
stock, par value $.0001 per share (the "Price Legacy Common Stock"). The
principal executive offices of Price Legacy are located at 17140 Bernardo Center
Drive, Suite 300, San Diego, California 92128.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated as follows:
This statement is being filed on behalf of Legacy. Legacy's
principal business is the acquisition, development and management of real
property and real estate-related operating companies. The address of the
principal office and principal business of Legacy is 17140 Bernardo Center
Drive, Suite 300, San Diego, California 92128.
Set forth on Schedule I hereto is the name and present
principal employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of each
of Legacy's directors and executive officers, as of the date hereof.
During the last five years, neither Legacy nor, to Legacy's
knowledge, any person named in Schedule I hereto has been (1) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(2) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of the 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.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to include the following information:
(a)-(b) On September 18, 2001, Legacy and Enterprises
completed the Merger. Upon completion of the Merger, Legacy became a wholly
owned subsidiary of Enterprises and the combined company, Price Legacy, issued
an aggregate of approximately 41,029,284 shares of Price Legacy Common Stock to
the stockholders of Legacy and assumed Legacy's outstanding options. Pursuant to
the Merger Agreement, each share of Legacy Common Stock was exchanged for 0.6667
of a share of Price Legacy Common Stock (the "Exchange Ratio"). The Price Legacy
Common Stock will be traded on the American Stock Exchange ("AMEX") under the
symbol "XLG." The Series A Preferred Stock will continue to trade on the Nasdaq
National Market under the symbol "PRENP." The Legacy Common Stock was delisted
from AMEX and will be deregistered under the Securities Exchange Act of 1934, as
amended.
PAGE 4 OF 8
Prior to the Merger, Legacy owned approximately 91.3% of the
Price Legacy Common Stock, which served as collateral securing the Legacy
Debentures and Legacy Notes (as defined below). In connection with the Merger
and Consent Solicitation described below, these shares were cancelled.
Concurrently with the closing of the Merger was the completion
of the previously announced $100 million investment by Warburg Pincus in Price
Legacy (the "Warburg Investment"). Pursuant to the Securities Purchase
Agreement, Price Legacy sold Warburg Pincus (a) 17,985,612 shares of the Series
B Preferred Stock and (b) the Warrant. 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.
Immediately following the closing of the Warburg Investment,
Price Legacy converted a Legacy promissory note of approximately $9.3 million
(the "Legacy Promissory Note") payable to The Price Group LLC, a California
limited liability company (the "Price Group"), into 1,681,142 shares of Series B
Preferred Stock and a warrant (together with the Warrant, the "Warrants") to
purchase 233,679 shares of Price Legacy Common Stock at an exercise price of
$8.25 per share. The conversion of the Legacy Promissory Note was completed
pursuant to a Conversion Agreement (the "Conversion Agreement"), effective as of
April 12, 2001, among Enterprises, The Sol and Helen Price Trust, Warburg Pincus
and Legacy.
Pursuant to the Securities Purchase Agreement and the
Conversion Agreement, Price Legacy entered into the Registration Rights
Agreement, by which it granted Warburg Pincus and the Price Group certain
registration rights covering the Price Legacy Common Stock underlying the Series
B Preferred Stock and the Warrants.
On September 18, 2001, Price Legacy announced that it had
accepted for exchange the 9% Convertible Redeemable Subordinated Secured
Debentures due 2004 (the "Legacy Debentures") and 10% Senior Redeemable Secured
Notes due 2004 (the "Legacy Notes") of Legacy, pursuant to the terms of its
exchange offer commenced on August 10, 2001 (the "Exchange Offer"). Price Legacy
also announced that it obtained the requisite consent under the consent
solicitation (the "Consent Solicitation") to release the collateral securing the
Legacy Debentures and Legacy Notes. The Exchange Offer and Consent Solicitation
expired at 5:00 p.m., New York City time, on September 18, 2001. Price Legacy
accepted a total of approximately $30.4 million in principal amount of Legacy
Debentures and $15.8 million in principal amount of Legacy Notes. All Legacy
Debentures and Legacy Notes properly tendered and not withdrawn prior to the
expiration of the Exchange Offer were accepted by Price Legacy. In exchange for
the Legacy Debentures and Legacy Notes, Price Legacy issued an aggregate of
approximately 3,080,754 shares of Series A Preferred Stock. Following the
exchange of Legacy Debentures and Legacy Notes, Price Legacy has approximately
27,267,644 shares of Series A Preferred Stock outstanding.
On September 18, 2001, Price Legacy also announced that it had
accepted for purchase the Price Legacy Common Stock, pursuant to the terms of
its tender offer commenced on August 10, 2001 (the "Tender Offer"). The Tender
Offer expired at 5:00 p.m., New York City time, on September 18, 2001. Price
Legacy accepted for payment a total of approximately 761,990 shares of Price
Legacy Common Stock (the "Tendered Shares"). All shares of Price Legacy Common
Stock properly tendered and not withdrawn prior to the expiration of the Tender
Offer were accepted by Price Legacy. Price Legacy paid a total of approximately
$5.3 million in cash to acquire the Tendered Shares. Following the Merger, the
purchase of the Tendered Shares and the cancellation of the shares of Price
Legacy Common Stock held by Legacy, Price Legacy has approximately 40,772,179
shares of Price Legacy Common Stock outstanding. The cash consideration paid for
the Tendered Shares was funded from Price Legacy's cash assets.
PAGE 5 OF 8
Incorporated by reference as Exhibits 1, 2, 3, 4 and 5,
respectively, are copies of (a) the Merger Agreement, (b) the Securities
Purchase Agreement, (c) the Conversion Agreement, (d) the Registration Rights
Agreement and (e) the form of Warrant.
(c) Not applicable.
(d) Pursuant to the Merger Agreement and the Securities
Purchase Agreement, Price Legacy's board of directors was increased from five to
eight members, with Keene Wolcott, Reuben S. Leibowitz and Melvin L. Keating
joining the existing directors Jack McGrory, James F. Cahill, Murray Galinson,
Gary B. Sabin and Richard B. Muir.
(e) Other than as described above, not applicable.
(f) Other than as described above, not applicable.
(g) The Articles of Amendment and Restatement of Price Legacy
were filed with the State Department of Assessments and Taxation of Maryland on
September 18, 2001, which increased the authorized capital stock of Price
Legacy, designated the Series B Preferred Stock, changed the name of Enterprises
to Price Legacy and effected certain other changes agreed to by the parties. The
Bylaws of Enterprises in effect immediately prior to the Merger are the Bylaws
of Price Legacy.
(h)-(i) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated as follows:
(a) Legacy does not beneficially own any of the presently
outstanding shares of Price Legacy Common Stock.
(b) Legacy does not have any power, sole or shared, to vote or
direct the vote or to dispose or direct the disposition of any shares of Price
Legacy Common Stock.
(c) On September 18, 2001, following completion of the Merger
and the Consent Solicitation, Price Legacy cancelled the 12,154,289 shares of
Price Legacy Common Stock beneficially owned by Legacy.
(d) Not applicable.
(e) Legacy ceased to be the owner of more than five percent of
the outstanding shares of Price Legacy Common Stock upon the cancellation of the
shares of Price Legacy Common Stock beneficially owned by Legacy on September
18, 2001.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and restated as follows:
In connection with the Merger and Consent Solicitation,
Legacy, Price Legacy and Wells Fargo Bank Minnesota, N.A. entered into a First
Supplemental Indenture, dated as of September 18, 2001, with respect to the
Legacy Debentures (the "Supplemental Indenture"), pursuant to which the Legacy
Debentures are no longer
PAGE 6 OF 8
secured obligations of Legacy and are now convertible into Price Legacy
Common Stock, as adjusted to reflect the Exchange Ratio. Incorporated by
reference as Exhibit 6 is a copy of the Supplemental Indenture.
Except for the agreements listed in Item 7, which are
incorporated by reference herein, to the knowledge of Legacy, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between Legacy or any person named in Schedule I and any other person with
respect to any securities of Price Legacy, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended to include the following information:
Exhibit 1(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(1) Securities Purchase Agreement, dated as
of March 21, 2001, by and among 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.
Exhibit 3(2) Conversion Agreement, dated as of April 12,
2001, by and among Price Enterprises, Inc.,
The Sol and Helen Price Trust, Warburg,
Pincus Equity Partners, L.P. and Excel
Legacy Corporation.
Exhibit 4(3) Registration Rights Agreement, dated as of
September 18, 2001, by and among 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.
Exhibit 5(1) Form of Common Stock Purchase Warrant issued
to Warburg, Pincus Equity Partners, L.P. and
The Price Group LLC.
Exhibit 6(4) First Supplemental Indenture, dated as
of September 18, 2001, by and among Excel
Legacy Corporation, Price Legacy Corporation
and Wells Fargo Bank Minnesota, N.A. with
respect to the 9% Convertible Redeemable
Subordinated Secured Debentures due 2004 of
Excel Legacy Corporation.
-----------
(1) Incorporated by reference to Current Report on Form 8-K of
Enterprises filed with the SEC on March 23, 2001.
(2) Incorporated by reference to Quarterly Report on Form 10-Q/A
of Enterprises filed with the SEC on May 24, 2001.
(3) Incorporated by reference to Current Report on Form 8-K of
Price Legacy filed with the SEC on September 19, 2001.
(4) Incorporated by reference to Current Report on Form 8-K of
Legacy filed with the SEC on September 19, 2001.
PAGE 7 OF 8
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: September 20, 2001 EXCEL LEGACY CORPORATION
By: /s/ JAMES Y. NAKAGAWA
----------------------
James Y. Nakagawa
Chief Financial Officer
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF EXCEL LEGACY CORPORATION
The following table sets forth the name, business address and present
principal employment of each director and executive officer of Excel Legacy
Corporation. Except as indicated below, each such person is a U.S. citizen and
the business address of each such person is 17140 Bernardo Center Drive, Suite
300, San Diego, California 92128.
BOARD OF DIRECTORS
NAME PRESENT PRINCIPAL EMPLOYMENT
---- ----------------------------
Jack McGrory.................. Managing Director of The Price Group. Mr.
McGrory's business address is 7979 Ivanhoe
Avenue, Suite 520, La Jolla, California 92037.
Gary B. Sabin................. Chief Executive Officer of each of Excel Legacy
Corporation and Price Legacy Corporation.
Richard B. Muir............... President and Chief Operating Officer of Excel
Legacy Corporation and Vice-Chairman of Price
Legacy Corporation.
James F. Cahill............... Executive Vice President of The Price Entities.
Mr. Cahill's business address is 7979 Ivanhoe
Avenue, Suite 520, La Jolla, California 92037.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
NAME PRESENT PRINCIPAL EMPLOYMENT
---- ----------------------------
Mark T. Burton................ Senior Vice President--Acquisitions of each of
Excel Legacy Corporation and Price Legacy
Corporation.
S. Eric Ottesen............... Senior Vice President, General Counsel and
Secretary of each of Excel Legacy Corporation
and Price Legacy Corporation.
James Y. Nakagawa............. Chief Financial Officer of Excel Legacy
Corporation and Chief Financial Officer and
Treasurer of Price Legacy Corporation.
EXHIBIT INDEX
Exhibit 1(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(1) Securities Purchase Agreement, dated as of March 21, 2001,
by and among 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.
Exhibit 3(2) Conversion Agreement, dated as of April 12, 2001, by and among
Price Enterprises, Inc., The Sol and Helen Price Trust,
Warburg, Pincus Equity Partners, L.P. and Excel Legacy
Corporation.
Exhibit 4(3) Registration Rights Agreement, dated as of September 18, 2001,
by and among 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.
Exhibit 5(1) Form of Common Stock Purchase Warrant issued to Warburg,
Pincus Equity Partners, L.P. and The Price Group LLC.
Exhibit 6(4) First Supplemental Indenture, dated as of September 18,
2001, by and among Excel Legacy Corporation, Price Legacy
Corporation and Wells Fargo Bank Minnesota, N.A. with respect
to the 9% Convertible Redeemable Subordinated Secured
Debentures due 2004 of Excel Legacy Corporation.
-----------
(1) Incorporated by reference to Current Report on Form 8-K of
Enterprises filed with the SEC on March 23, 2001.
(2) Incorporated by reference to Quarterly Report on Form 10-Q/A
of Enterprises filed with the SEC on May 24, 2001.
(3) Incorporated by reference to Current Report on Form 8-K of
Price Legacy filed with the SEC on September 19, 2001.
(4) Incorporated by reference to Current Report on Form 8-K of
Legacy filed with the SEC on September 19, 2001.