0001005477-01-501235.txt : 20011009 0001005477-01-501235.hdr.sgml : 20011009 ACCESSION NUMBER: 0001005477-01-501235 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010928 SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-53869 FILM NUMBER: 1748789 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE GROUP LLC CENTRAL INDEX KEY: 0001122913 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 522255962 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7979 IVANHOE AVENUE #520 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 8585512318 MAIL ADDRESS: STREET 1: 7979 IVANHOE AVENUE #520 CITY: LA JOLLA STATE: CA ZIP: 92037 SC 13D/A 1 d01-34729.txt AMENDMENT NO. 1 TO SC 13D 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. 1)(1) EXCEL LEGACY CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 300665106 (CUSIP Number) JAMES F. CAHILL THE PRICE GROUP LLC 7979 IVANHOE AVENUE, SUITE 520 LA JOLLA, CALIFORNIA 92037 TELEPHONE (858) 551-2303 (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 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(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 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. 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. 300665106 SCHEDULE 13D/A PAGE 1 OF 4 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Price Group LLC -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS No Funds Involved - OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 (see Item 5) SHARES -------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 (see Item 5) OWNED BY -------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH REPORTING 0 (see Item 5) PERSON -------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 (see Item 5) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (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) 0.0% (see Item 5) -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - Limited Liability Company -------------------------------------------------------------------------------- CUSIP NO. 300665106 SCHEDULE 13D/A PAGE 3 OF 4 PAGES This Amendment No. 1 to Schedule 13D relates to the common stock, par value $0.01 per share, of Excel Legacy Corporation ("Common Stock"), a Delaware corporation ("Legacy"), and amends the Schedule 13D filed by The Price Group LLC, a California limited liability company ("Price Group"), with the Securities and Exchange Commission (the "SEC") on March 30, 2001. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended to include the following information: On September 18, 2001, pursuant to the terms of the Merger Agreement, Legacy merged with and into a wholly owned subsidiary of Enterprises (the "Merger"), and Enterprises changed its corporate name to Price Legacy Corporation ("Price Legacy"). Pursuant to the terms of the Merger Agreement, each share of Common Stock was converted during the Merger into 0.6667 of a share of the common stock, par value $0.0001 per share, of Price Legacy ("Price Legacy Common Stock"). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated as follows: (a)-(c) On September 18, 2001, in connection with the Merger and pursuant to the terms of the Merger Agreement, the 5,250,000 shares of Common Stock beneficially owned by Price Group were converted into 3,500,175 of Price Legacy Common Stock. As a result thereof, Price Group ceased to beneficially own any shares of Common Stock. Prior to September 18, 2001, Mr. McGrory held options to acquire 10,000 shares of Common Stock. On September 18, 2001, in connection with the Merger and pursuant to the terms of the Merger Agreement, such options were converted into options to acquire 10,000 shares of Price Legacy Common Stock. As a result thereof, Mr. McGrory ceased to beneficially own any shares of Common Stock. (d) Not applicable. (e) September 18, 2001. CUSIP NO. 300665106 SCHEDULE 13D/A PAGE 4 OF 4 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: September 28, 2001 THE PRICE GROUP LLC /s/ James F. Cahill -------------------------------------- By: James F. Cahill Title: Manager