0000912057-01-532738.txt : 20011008 0000912057-01-532738.hdr.sgml : 20011008 ACCESSION NUMBER: 0000912057-01-532738 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010919 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 TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53869 FILM NUMBER: 1740674 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 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 TO-I/A 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 FORMER COMPANY: FORMER CONFORMED NAME: PRICE ENTERPRISES INC DATE OF NAME CHANGE: 19940907 SC TO-I/A 1 a2059541zscto-ia.txt SCHEDULE TO-I/A -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) EXCEL LEGACY CORPORATION (NAME OF SUBJECT COMPANY (ISSUER)) PRICE LEGACY CORPORATION (NAME OF FILING PERSON (OFFEROR)) 9% CONVERTIBLE REDEEMABLE SUBORDINATED SECURED DEBENTURES DUE 2004 10% SENIOR REDEEMABLE SECURED NOTES DUE 2004 (TITLES OF CLASSES OF SECURITIES) 300665AA4 (DEBENTURES) 300665AB2 (NOTES) (CUSIP NUMBERS OF CLASSES OF SECURITIES) GARY B. SABIN CHIEF EXECUTIVE OFFICER PRICE 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 ON BEHALF OF THE FILING PERSON(S)) COPIES TO: SCOTT N. WOLFE, ESQ. SIMON M. LORNE, ESQ. CRAIG M. GARNER, ESQ. MARY ANN LYMAN, ESQ. LATHAM & WATKINS MUNGER TOLLES & OLSON LLP 12636 HIGH BLUFF DRIVE, SUITE 300 355 SOUTH GRAND AVENUE, 35TH FLOOR SAN DIEGO, CALIFORNIA 92130 LOS ANGELES, CALIFORNIA 90071 (858) 523-5400 (213) 683-9100 Check the appropriate boxes below to designate any transactions to which the statement relates: /x/ third-party tender offer subject / / going private transaction to Rule 14d-1 subject to Rule 13e-3 / / issuer tender offer subject to / / amendment to Schedule 13D under Rule 13e-4 Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer [x] This Amendment No. 2 to Tender Offer Statement on Schedule TO relates to the offer by Price Legacy Corporation ("Price Legacy"), a Maryland corporation formerly known as Price Enterprises, Inc. ("Enterprises"), to exchange shares of its 8 3/4% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share (the "Price Legacy Series A Preferred Stock"), for all outstanding 9% Convertible Redeemable Subordinated Secured Debentures due 2004 (the "Legacy Debentures") and 10% Senior Redeemable Secured Notes due 2004 (the "Legacy Notes") of Excel Legacy Corporation, a Delaware corporation ("Legacy"), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement/Prospectus dated August 7, 2001 and in the related consent and letter of transmittal (which, as amended or supplemented from time to time, together constitute the "Exchange Offer"). The Legacy Debentures and Legacy Notes were valued at par and the Price Legacy Series A Preferred Stock was valued at $15.00 per share for purposes of the Exchange Offer, and each $1,000 in principal amount of Legacy Debentures and Legacy Notes tendered was exchanged for 66.67 shares of Price Legacy Series A Preferred Stock. ITEM 4. TERMS OF THE TRANSACTION. Item 4 is amended and supplemented to include the following information: The Exchange Offer 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. Price Legacy also obtained the requisite consent under the related consent solicitation to release the collateral securing the Legacy Debentures and Legacy Notes. In exchange for the Legacy Debentures and Legacy Notes, Price Legacy issued an aggregate of approximately 3,080,754 shares of Price Legacy Series A Preferred Stock. Following the exchange of Legacy Debentures and Legacy Notes in the Exchange Offer, Legacy has approximately $2.8 million in principal amount of Legacy Debentures and $2.3 million in principal amount of Legacy Notes outstanding, and Price Legacy has approximately 27,267,644 shares of Price Legacy Series A Preferred Stock outstanding. ITEM 11. ADDITIONAL INFORMATION. Item 11 is amended and supplemented to include the following information: On September 18, 2001, Price Legacy and Legacy issued a joint press release announcing the final results of the Exchange Offer, a copy of which is filed as Exhibit (a)(5)(iv) hereto and is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 is amended and supplemented to include the following information: (a)(5)(iv) Joint Press Release, dated September 18, 2001. 2 SIGNATURE After due 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 19, 2001 PRICE LEGACY CORPORATION By: /s/ Graham R. Bullick ----------------------------------- Name: Graham R. Bullick Title: President 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- (a)(5)(iv) Joint Press Release, dated September 18, 2001.
4 EX-99.(A)(5)(IV) 3 a2059541zex-99_a5iv.txt EXHIBIT 99(A)(5)(IV) EXHIBIT (a)(5)(iv) NEWS EXCEL LEGACY CORPORATION AND PRICE ENTERPRISES, INC. -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE: SEPTEMBER 18, 2001 (XLG)(PREN) CONTACT: GRAHAM R. BULLICK, PH.D., PRESIDENT, PRICE LEGACY CORPORATION 17140 BERNARDO CENTER DRIVE, SUITE 300, SAN DIEGO, CA 92128 (858) 675-9400 EXCEL LEGACY CORPORATION AND PRICE ENTERPRISES, INC. ANNOUNCE CLOSING OF MERGER AND $100 MILLION INVESTMENT BY WARBURG PINCUS AND RESULTS OF EXCHANGE OFFER AND TENDER OFFER SAN DIEGO, CA. (September 18, 2001) - Price Legacy Corporation (Amex: XLG) announced today it has completed the merger between Excel Legacy Corporation (Amex: XLG) and Price Enterprises, Inc. (Nasdaq: PREN) effective today. The merger was approved by the stockholders of both companies September 11, 2001 but due to the tragic events last week the merger was delayed until after financial markets were reopened. Announced concurrently with the closing of the merger was the successful completion of a $100 million investment by Warburg Pincus in the resultant company of the merger, Price Legacy Corporation. Commenting on the completion of the merger and investment by Warburg Pincus, Gary B. Sabin, Chief Executive Officer of Price Legacy said, "As previously stated, we believe the merger transaction and investment from Warburg Pincus focuses and streamlines our activities and gives Price Legacy a strong financial foundation from which it can continue to grow and operate. We are delighted to effect this merger and welcome Warburg Pincus as a partner to our stockholder base." Beginning on Wednesday, September 19, 2001, Price Legacy's common stock will be traded on the AMEX under the symbol "XLG." Price Legacy's Series A preferred stock will continue to trade on the Nasdaq National Market under the symbol "PRENP." Price Legacy also announced today the results of its exchange offer for Legacy's 9% Convertible Redeemable Subordinated Secured Debentures due 2004 and 10% Senior Redeemable Secured Notes due 2004 and related consent solicitation and its tender offer for shares of Price Enterprises' common stock. Both the exchange offer and the tender offer expired on September 18, 2001. Based on the count provided by Mellon Investor Services LLC, the exchange agent for the exchange offer, Price Legacy accepted for exchange approximately $30.4 million in Legacy debentures and $15.8 million in Legacy notes. Price Legacy also announced that it obtained the requisite consent under the consent solicitation to release the collateral securing the Legacy debentures and Legacy notes. As previously disclosed in the exchange offer, Price Legacy's Series A preferred stock issued in connection with the exchange offer will begin accruing dividends from August 16, 2001. Due to the partial dividends, the Series A preferred stock issued in the exchange offer will be traded on the Nasdaq National Market under the symbol "PRENO" until the close of the current dividend period, and will then be traded with the currently existing Price Legacy Series A preferred stock under the symbol "PRENP." Following the exchange of Legacy debentures and Legacy notes, Price Legacy will have approximately 27.3 million shares of Series A preferred stock outstanding. Based on the count provided by Mellon Investor Services, the depositary for the tender offer, Price Legacy accepted for purchase approximately 762,000 shares of Price Enterprises' common stock. Following the merger and the purchase of shares through the tender offer, Price Legacy will have approximately 40.8 million shares of common stock outstanding. Payment for the debentures, notes and common stock accepted in the exchange offer and the tender offer and the return of securities not accepted will be made promptly by Mellon Investor Services. PRICE LEGACY CORPORATION is a national real estate firm, a REIT, which acquires, operates and develops open-air retail properties. For more information, please visit our website at WWW.PRICELEGACY.COM. EXCEL LEGACY CORPORATION, a wholly-owned subsidiary of Price Legacy, is a real estate company which acquires, sells, develops, manages, invests, finances and operates real property and related businesses. #### Certain statements in this release that are not historical fact may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results of Price Legacy and Legacy to differ materially from historical results or from any results expressed or implied by such forward-looking statements, including without limitation: national and local economic conditions; the competitive environment in which the companies operate; financing risks; property management risks; acquisition and development risks; potential environmental and other liabilities; and other factors affecting the real estate industry generally. The companies refer you to the documents they file from time to time with the Securities and Exchange Commission, specifically the section titled "Factors That May Affect Future Performance" in Price Enterprises' Annual Report on Form 10-K/A for the fiscal year ended December 31, 2000 and the section titled "Certain Cautionary Statements" in Legacy's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2000, which discuss these and other factors that could adversely affect the companies' results. Please be advised that the safe harbor protections of the Private Securities Litigation Reform Act of 1995 are not available to statements made in connection with the tender offer.