8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 29, 2002

PRICE LEGACY CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)

Maryland
(State or Other Jurisdiction
of Incorporation) 0-20449
(Commission
File Number) 33-0628740
(I.R.S. Employer
Identification No.)

17140 Bernardo Center Drive, Suite 300
San Diego, CA
(Address of Principal Executive Office)
92128
(Zip Code)

(858) 675-9400
(Registrant's telephone number, including area code)

        This Current Report on Form 8-K is filed by Price Legacy Corporation, a Maryland corporation, (the ACompany@) in connection with the matters described herein.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

        On August 29, 2002, the Company sold two self-storage properties to Price Self Storage SAMM, LLC a California limited liability company ("PSS"). PSS is owned and operated by former officers of the Company and was leasing these properties, in addition to two other self-storage properties since May 2001. The purchase price of the properties was approximately $45.9 million. The properties were sold for cash of which the Company repaid an outstanding mortgage on one of the properties for approximately $8.6 million with interest at 9% per annum, and used $26.8 million for the acquisition described below. The properties were both located in San Diego, California.

        On August 30, 2002, the Company acquired a property from an unaffiliated real estate company. The property, Dulles Town Crossing, is located in Sterling, Virginia. The total purchase price of the property was approximately $76.2 million (excluding closing costs) of which the Company borrowed approximately $49.5 million in mortgage debt with a fixed interest rate of 5.88% per annum. Principal on the mortgage debt amortizes over 30 years and is due in 2012. The cash requirements for the transaction were funded through cash on hand from the sale of the self-storage properties as noted above.

        Dulles Town Crossing has approximately 738,000 square feet of gross leasable area and is currently anchored by stores leased to Lowe's Home Improvement Store, Sam's Club, Wal-Mart, Best Buy, Nordstrom Rack, T.J. Maxx, Bed Bath & Beyond, Cost Plus and Ethan Allen.

        In assessing the acquisition of this property, the Company considered, among other factors, the property's location and occupancy rate, the quality of tenants (including the tenants' credit quality), comparative rents, the competition in the property's area, and redevelopment potential of the property. The Company also assessed potential expenses associated with owning or leasing, and operating the property, including among other factors, estimated maintenance expenses, capital improvement costs and other operating expenses.

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ITEM 7. Financial Statements and Exhibits.

(a)	Financial Statement of Property Acquired.
	(1)	Report of Squire and Company, PC.
	(2)	The Audited Financial Historical Summaries of Operating Revenues and Direct Operating Expenses for the Property Acquired by Price Legacy Corporation for the year ended December 31, 2001.
	(3)	The Unaudited Historical Summary of Revenues and Direct Operating Expenses for the Property Acquired by Price Legacy Corporation for the six months ended June 30, 2002.
(b)	Pro Forma Financial Information
	(1)	Unaudited Pro Forma Condensed Consolidated Statements of Income and Balance Sheet of Price Legacy Corporation as of and for the six months ended June 30, 2002 and for the year ended December 31, 2001.
(c)	Exhibits
	23.01	Consent of Squire and Company, PC.
	99.01	The Audited Financial Historical Summaries of Operating Revenues and Direct Operating Expenses for the Property Acquired by Price Legacy Corporation for the year ended December 31, 2001.
	99.02	Unaudited Historical Summary of Operating Revenues and Direct Operating Expenses for the Property Acquired by Price Legacy Corporation for the year ended December 31, 2001 and the six months ended June 30, 2002.
	99.03	Unaudited Pro Forma Condensed Consolidated Balance Sheet of Price Legacy Corporation as of June 30, 2002.

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 3, 2002	PRICE LEGACY CORPORATION
	By:	/s/  JAMES Y. NAKAGAWA James Y. Nakagawa Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.
23.1	Consent of Squire & Company, PC
99.01	The Audited Financial Historical Summaries of Operating Revenues and Direct Operating Expenses for the Property Acquired by Price Legacy Corporation for the year ended December 31, 2001.
99.02	Unaudited Historical Summary of Operating Revenues and Direct Operating Expenses for the Property Acquired by Price Legacy Corporation for the year ended December 31, 2001 and the six months ended June 30, 2002.
99.03	Unaudited Pro Forma Condensed Consolidated Balance Sheet of Price Legacy Corporation as of June 30, 2002.

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SIGNATURE
EXHIBIT INDEX

EX-23.1

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Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

        We consent to the inclusion in the Report on Form 8-K under the Securities Exchange Act of 1934 of Price Legacy Corporation of the reports of Squire & Company, PC dated August 16, 2002 on the Historical Summary of Operating Revenues and Direct Operating Expenses for the Property Acquired by Price Legacy Corporation for the year ended December 31, 2001.

/s/ Squire & Company, PC Squire & Company, PC
Orem, Utah
September 3, 2002

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INDEPENDENT AUDITORS' CONSENT

EX-99.01

EXHIBIT 99.01

        Property Acquired by Price Legacy Corporation

Historical Summary of Operating Revenues
and Direct Operating Expenses
in Accordance with Rule 3-14 of
the Securities and Exchange Commission

Year Ended December 31, 2001

Independent Auditor's Report

Board of Directors
Price Legacy Corporation

        We have audited the accompanying Historical Summary of Operating Revenues and Direct Operating Expenses for the property acquired by Price Legacy Corporation for the year ended December 31, 2001. This summary is the responsibility of Price Legacy Corporation. Our responsibility is to express an opinion on this summary based on our audit.

        We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the summary is free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the summary. We believe that our audit of the summary provides a reasonable basis for our opinion.

        As described in Note 1, the accompanying summary was prepared in conformity with accounting principles prescribed by the Securities and Exchange Commission which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America, and is not intended to be a complete presentation of the property's revenues and expenses.

        In our opinion, the summary referred to above presents fairly, in all material respects, the operating revenues and direct operating expenses of the property acquired by Price Legacy Corporation for the year ended December 31, 2001, on the basis of accounting described in Note 1.

        This report is intended solely for the information and use of the Board of Directors and management of Price Legacy Corporation and for filing with the Securities and Exchange Commission and should not be used for any other purpose.

Squire & Company, PC
Orem, Utah
August 16, 2002

PRICE LEGACY CORPORATION
HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT OPERATING EXPENSES FOR THE PROPERTY ACQUIRED BY PRICE LEGACY CORPORATION

				Six Months Ended June 30, 2002		Year Ended December 31, 2001
				(Unaudited)
Operating Revenues:
	Base rents			$	2,224,991	$	2,218,085
	Expense reimbursements				427,923		270,997
		Total operating revenues			2,652,914		2,489,082
Direct Operating Expenses:
	Administrative and office expense				8,292		7,528
	Repairs and maintenance				70,620		40,831
	Utilities				31,203		14,936
	Property taxes				387,805		319,813
	Insurance				17,764		14,393
	Management fees				79,046		110,349
		Total direct operating expenses			594,730		507,850
			Net operating income	$	2,058,184	$	1,981,232

The accompanying notes are an integral part of this summary.

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PRICE LEGACY CORPORATION
NOTES TO HISTORICAL SUMMARY OF OPERATING REVENUES AND DIRECT OPERATING EXPENSES FOR THE PROPERTY ACQUIRED BY PRICE LEGACY CORPORATION

Note 1. Summary of Significant Accounting Policies

        The following is a summary of significant accounting policies followed in the preparation of this Historical Summary. The Historical Summary and notes are representations of Price Legacy Corporation, whose management is responsible for the integrity and objectivity of this Historical Summary.

Business Activity — Price Legacy Corporation (the Company) is headquartered in San Diego, California. The Company is a self-administered, self-managed equity real estate investment company which owns and manages income-producing properties.

        The acquired property is operated as a shopping center in the location below with the anchor stores listed. At December 31, 2001, portions of this shopping center were still under construction.

Property	Location	Anchor Stores
Dulles Town Crossing	Sterling, VA	Lowe's, Wal-Mart, SAM'S Club, Best Buy,
Shopping Center		Bed, Bath & Beyond, Nordstrom Rack

        A third party has owned and managed the property. Retail space is rented to tenants under noncancelable leases ranging from five to twenty years, with renewal options available.

Form of Presentation — The Historical Summary is presented in conformity with Rule 3-14 of the Securities and Exchange Commission. Accordingly, certain expenses of the property are not included in the summary, i.e., depreciation and interest.

        Management has determined that after reasonable inquiry, it is not aware of any material factors relating to the property reported on in the accompanying Historical Summary which would cause the reported financial information not to be indicative of future operating results.

Revenue Recognition — Base rental income from leases is recorded when due from tenants. Some of the leases include percentage rents and overage rents based on the level of sales of the lessee. Percentage rents and overage rents are recognized as revenue during the period tenants incur sales in excess of base amounts. Leases generally provide for tenant reimbursements of common area maintenance. These reimbursements are included in the accompanying Historical Summary as expense reimbursements.

Accounting Estimates — The preparation of the Historical Summary includes estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Note 2. Minimum Future Rentals

        Retail space is leased to tenants under noncancelable operating leases. The following is a schedule of future minimum rentals for the next five years under the noncancelable leases after 2001:

	Year Ending December 31,
2002	$	4,150,662
2003		4,383,343
2004		4,383,343
2005		4,383,343
2006		4,358,286
	$	21,658,977

        Tenants under noncancelable operating leases at December 31, 2001 include Best Buy, Wal-Mart, Bed, Bath & Beyond, Cost Plus, Lowe's, The Dress Barn, Nordstrom Rack, Ethan Allen, Rack Room Shoes, and SAM'S Club.

        The schedule of future minimum rentals is based on the actual noncancelable lease terms in effect as of December 31, 2001. Many of the tenant leases contain terms for renewal options, percentage rents and overage rents, and adjustments based on changes in the consumer price index. These renewal options, percentage rents and overage rents, and adjustments based on changes in the consumer price index have not been reflected in the above noncancelable lease schedule.

        All percentage rents and overage rents are contingent based on the tenant achieving certain levels of sales. Not all of the leases have a provision for percentage rents.

        At December 31, 2001, there were eleven additional signed noncancelable operating leases for retail space under construction at December 31, 2001. These leases call for minimum rents of $161,383 per month. Subsequent to December 31, 2001, seven additional noncancelable operating lease agreements have been signed for retail space under construction at December 31, 2001. These leases call for minimum rents of $54,537 per month. It is anticipated that by September 2002 all retail space will be constructed and these 18 additional tenants will begin occupancy resulting in $215,920 per month of additional minimum rent.

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EX-99.02

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Exhibit 99.02

PRICE LEGACY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME-UNAUDITED

For the year ended December 31, 2001 and the six months ended June 30, 2002
(dollars in thousands, except share and per share information)

        The following unaudited Pro Forma Condensed Consolidated Statements of Income have been presented as if the sales of the two self-storage properties and the acquisition of Dulles Town Crossing had occurred on January 1, 2001. The unaudited Pro Forma Condensed Consolidated Statements of Income should be read in conjunction with the consolidated financial statements of the Company filed on Form 10-K and Form 10-Q for the year ended December 31, 2001 and the period ended June 30, 2002 respectively, and the Historical Summary of Operating Revenues and Direct Operating Expenses for the Property Acquired by Price Legacy Corporation included elsewhere herein. In management's opinion, all adjustments necessary to reflect these transactions have been made. The property acquired was recently developed and is in the lease-up phase in the periods presented. The unaudited Pro Forma Condensed Consolidated Statements of Income are not necessarily indicative of what actual results of operations of the Company would have been had the the two self-storage properties been sold as of January 1, 2001 or had Dulles Town Crossing been acquired or stabilized as of January 1, 2001, nor do they purport to represent the results of operations of the Company for future periods. The Pro Forma adjustments only reflect continuing operations and exclude the gains from the sale of the two self-storage properties.

		For the Year Ended December 31, 2001									For the Six Months Ended June 30, 2002
		Historical			Pro Forma Adjustments			Company Pro Forma			Historical			Pro Forma Adjustments			Company Pro Forma
Rental Revenue:		$	82,932		$	(1,974	)	$	80,958		$	60,985		$	518		$	61,503
Operating expenses excluding depreciation and amortization:			(26,290	)		801			(25,489	)		(23,607	)		(572	)		(24,179	)
Depreciation and amortization			(11,268	)		(445	)		(11,713	)		(8,576	)		(222	)		(8,798	)
Interest expense (A):			(16,793	)		(1,631	)		(18,424	)		(12,278	)		(818	)		(13,096	)
Other:			8,098			—			8,098			2,702			—			2,702
Gain on sale of real estate			1,322			—			1,322			291			—			291
Discontinued operations:			—			—			—			(211	)		—			(211	)
Net income:			38,001			(3,249	)		34,752			19,306			(1,094	)		18,212
Dividends to preferred stockholders:			(37,442	)		—			(37,442	)		(24,308	)		—			(24,308	)
Net income (loss) applicable to common stockholders:		$	559		$	(3,249	)	$	(2,690	)	$	(5,002	)	$	(1,094	)	$	(6,096	)
Net income (loss) per common share:
	Basic	$	0.03					$	(0.13	)	$	(0.12	)				$	(0.15	)
	Diluted	$	0.03					$	(0.13	)	$	(0.12	)				$	(0.15	)

A — Pro Forma interest reflects $49,500 of new mortgage debt at an interest rate of 5.88%. and the repayment of a $8,600 mortgage on a self-storage property sold with an interest rate of 9%.

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PRICE LEGACY CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME-UNAUDITED For the year ended December 31, 2001 and the six months ended June 30, 2002 (dollars in thousands, except share and per share information)

EX-99.03

EXHIBIT 99.03

PRICE LEGACY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET—UNAUDITED
As of June 30, 2002
(dollars in thousands)

        The following unaudited Pro Forma Condensed Consolidated Balance Sheet has been presented as if the sales of the two self-storage properties and the acquisition of Dulles Town Crossing by the Company had occurred on June 30, 2002. The unaudited Pro Forma Condensed consolidated Balance Sheet should be read in conjunction with the consolidated financial statements of the Company included in the Quarterly Reports on Form 10-Q for the fiscal quarter ended June 30, 2002. In management's opinion, all pro forma adjustments have been made that are necessary to reflect this transaction. The unaudited Pro Forma Condensed Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been at June 30, 2002, does not include other transactions occurring after June 30, 2002, nor does it purport to present the future financial position of the Company.

		As of June 30, 2002
		Historical		Pro Forma Adjustments		Company Pro Forma
ASSETS:
Real estate assets		$	1,067,029	$	39,475	$	1,106,504
Other Assets			151,928		9,794		161,722
	Total Assets		1,218,957		49,269		1,268,226
LIABILITIES AND STOCKHOLDERS' EQUITY:
Mortgages and notes payable			506,971		40,863		547,834
Accounts payable and other liabilities			26,333		65		26,398
	Total Liabilities		533,304		40,928		574,232
Minority interest			595		—		595
Stockholders' equity			685,058		8,341		693,399
Total liabilities and stockholders' equity		$	1,218,957	$	49,269	$	1,268,226