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. 5)(1)
PRICE LEGACY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(Title of Class of Securities)
74144P106
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(CUSIP Number)
JAMES F. CAHILL
THE PRICE GROUP LLC
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA 92037
TELEPHONE (858) 551-2303
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 18, 2003
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(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. [_]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 pages)
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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. 74144P106 SCHEDULE 13D/A PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
52-2255962
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC, OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
NUMBER OF 7
7,364,996 (See Item 5)
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
7,364,996 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,364,996 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_] (See Item 5)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.1% (See Item 5)
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TYPE OF REPORTING PERSON*
14
OO - Limited Liability Company
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* See instructions before filling out!
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 3 OF 7 PAGES
This Amendment No. 5 relates to the common stock, par value
$0.0001 per share ("Price Legacy Common Stock"), of Price Legacy Corporation, a
Maryland corporation ("Price 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 September 28, 2001 (the
"Original 13D"), as amended by Amendment No. 1 thereto, filed by Price Group
with the SEC on October 19, 2001, Amendment No. 2 thereto, filed by Price Group
with the SEC on September 11, 2003 (the "Second Amendment"), Amendment No. 3
thereto, filed by Price Group with the SEC on September 29, 2003, and Amendment
No. 4 thereto, filed by Price Group with the SEC on November 26, 2003 (the
Original 13D, as so amended, being the "Schedule 13D"). Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to them in the
Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended to add the following:
As disclosed previously in the Second Amendment, on September 9, 2003,
Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership, and
certain of its affiliates (collectively "Warburg Pincus") entered into a
purchase agreement (the "Purchase Agreement") with Price Group to sell all
Price Legacy securities held by Warburg Pincus (the "Warburg Securities"),
including 17,985,612 shares of the Price Legacy 9% Series B Junior
Convertible Preferred Stock (the "Series B Preferred Stock"),(2) 5,000,000
shares of Price Legacy Common Stock, and warrants to purchase 2,500,000
shares of Price Legacy Common Stock, to Price Group and/or its assignees,
on January 5, 2004, for an aggregate purchase price of $138 million. In
connection with the Purchase Agreement, Price Group paid to Warburg Pincus
a deposit of $5,000,000 (the "Deposit").
In addition, and also as disclosed previously in the Second Amendment, on
September 9, 2003, Price Group and Price Legacy entered into a letter
agreement (the "Letter Agreement") pursuant to which Price Group confirmed
that it executed the Purchase Agreement as a facilitator and agreed, among
other things, to assign all of its rights to purchase the Warburg
Securities under the Purchase Agreement to one or more third parties in a
manner that will ensure that the ownership of the Warburg Securities will
be in compliance with the ownership limits in Price Legacy's charter. Under
the Letter Agreement, Price Group also agreed that its assignment of such
rights will be on terms such that the aggregate consideration paid by the
assignees for the Warburg Securities will not exceed $138 million (reduced
proportionately to the extent that Price Group retains any of the Warburg
Securities).
On December 18, 2003, Price Group entered into an Agreement to Assign
Purchase Agreement and an Assignment (collectively, the "Assignment
Agreements"), pursuant to which Price Group assigned to The 520 Group, LLC,
a California limited liability company (the "520 Group"), all of Price
Group's rights to purchase the Warburg Securities under the Purchase
Agreement in exchange for the 520 Group's agreement to (i) reimburse Price
Group for the Deposit and related attorneys fees, banks fees, and other
expenses and (ii) pay interest on the Deposit and such fees and expenses at
the rate of 7% per annum from the dates of the Deposit or such fees and
expenses, as applicable. As a result of such assignment, to the extent that
Price Group may have been deemed to have beneficially owned any of the
Warburg Securities, Price Group has ceased to beneficially own
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2 Effective as of September 18, 2003, the Series B Preferred Stock became
convertible pursuant to its terms into Price Legacy Common Stock. Price Group
believes that, under such terms, each share of Series B Preferred Stock is
presently convertible into one share of Price Legacy Common Stock (excluding any
additional shares, if any, issuable on account of accrued and unpaid dividends
on the Series B Preferred Stock).
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 4 OF 7 PAGES
such Warburg Securities. The Assignment Agreements have been incorporated
by reference into this Schedule 13D as Exhibits 8 and 9 hereto and are
hereby incorporated herein in their entirety in response to this Item 3.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a) and 5(b) of the Schedule 13D is hereby amended and restated in their
entirety as follows:
(a)-(b) After giving effect to the assignment described in Item 3
above, Price Group presently beneficially owns, in the
aggregate, the equivalent of 7,364,996 shares of Price
Legacy Common Stock, which represent approximately 20.1% of
the outstanding Price Legacy Common Stock.(3) Such 7,364,996
shares consists of (i) 5,450,175 shares of issued and
outstanding Price Legacy Common Stock directly held by Price
Group, (ii) a warrant to acquire 233,679 shares of Price
Legacy Common Stock (the "Price Group Warrant"), and
1,681,142 shares of Series B Preferred Stock directly held
by Price Group. Price Group presently has sole voting and
dispositive power over all 7,364,996 shares and shared
voting and dispositive power over none.
Mr. McGrory presently beneficially owns options exercisable
for 29,001 shares of Price Legacy Common Stock, which
represent less than 0.1% of the outstanding Price Legacy
Common Stock. He presently has sole voting and dispositive
power over all 29,001 shares and shared voting and
dispositive power over no shares.
Mr. Cahill presently beneficially owns options exercisable
for 15,000 shares of Price Legacy Common Stock, which
represent less than 0.1% of the outstanding Price Legacy
Common Stock. He presently has sole voting and dispositive
power over all 15,000 shares and shared voting and
dispositive power over no shares.
Mr. Galinson presently beneficially owns options exercisable
for 15,000 shares of Price Legacy Common Stock, which
represent less than 0.1% of the outstanding Price Legacy
Common Stock. He presently has sole voting and dispositive
power over all 15,000 shares and shared voting and
dispositive power over no shares.
Each of the Managers is an officer and/or director of the
Price Family Charitable Fund, which presently beneficially
owns 1,000,700 shares of Price Legacy Common Stock.
In addition, Price Group presently beneficially owns
1,000,000 shares of the 8 3/4% Series A Cumulative
Redeemable Preferred Stock of Price Legacy ("Series A
Preferred Stock"). The terms of the Series A Preferred Stock
provide that such stock votes together with the Price Legacy
Common Stock on matters on which the Price Legacy Common
Stock is entitled to vote. On these matters, each share of
Series A Preferred Stock only has one-tenth of the vote of a
share of Price Legacy Common Stock.
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3 All calculations of percentage ownership in this Schedule 13D (i) is
based on approximately 34,732,157 shares of Price Legacy Common Stock estimated
to be outstanding as of November 11, 2003, as reported in the Quarterly Report
on Form 10-Q for the Quarter Ended September 30, 2003, filed by Price Legacy
with the SEC on November 12, 2003, (ii) assumes exercise of the Price Group
Warrant for 233,679 shares of Price Legacy Common Stock, and (iii) assumes
conversion of all Series B Preferred Stock held by Price Group into 1,681,142
shares of Price Legacy Common Stock.
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 5 OF 7 PAGES
The Managers presently may be deemed to beneficially own, in
the aggregate, 12,227,660 shares of Series A Preferred Stock
(including the 1,000,000 shares presently beneficially owned
by Price Group).
Other than the 1,000,000 shares of Series A Preferred Stock
referenced above, which is directly owned by Price Group,
Price Group disclaims beneficial ownership of all Price
Legacy securities that may be deemed to be beneficially
owned by the Price Family Charitable Fund or any of the
Managers. Each of the Managers disclaims beneficial
ownership of all Price Legacy securities that may be deemed
to be beneficially owned by the Price Family Charitable Fund
or Price Group. The Price Family Charitable Fund disclaims
beneficial ownership of all Price Legacy securities that may
be deemed to be beneficially owned by Price Group or any of
the Managers.
The information set forth in Items 2 and 3 above is
incorporated herein in its entirety in response to this Item
5(b).
Item 5(c) is hereby amended to add the following:
(c) The information set forth in Item 3 above is incorporated
herein in its entirety in response to this Item 5(c).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Items 6 of the Schedule 13D is hereby amended to add the following:
The information set forth in Item 3 above is incorporated herein in its
entirety in response to this Item 6.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Items 7 of the Schedule 13D is hereby amended to add the following:
Exhibit No. Description of Exhibit
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8 Agreement to Assign Purchase Agreement, dated as of December
18, 2003, by and between The Price Group LLC and The 520
Group, LLC (incorporated by reference to Exhibit 1 to the
Schedule 13D filed by The 520 Group, LLC with the SEC on
December 29, 2003).
9 Assignment, dated as of December 18, 2003, by and between
The Price Group LLC and The 520 Group, LLC (incorporated by
reference to Exhibit 2 to the Schedule 13D filed by The 520
Group, LLC with the SEC on December 29, 2003).
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 6 OF 7 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: December 30, 2003
THE PRICE GROUP LLC
/s/ James F. Cahill
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By: James F. Cahill
Title: Manager
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 7 OF 7 PAGES
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1 Agreement and Plan of Merger, dated as of March 21, 2001,
among Price Enterprises, Inc., PEI Merger Sub, Inc., and
Excel Legacy Corporation (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by Price
Enterprises, Inc. with the SEC on March 23, 2001).
2 Conversion Agreement, dated as of April 12, 2001, among
Price Enterprises, Inc., The Sol and Helen Price Trust,
Excel Legacy Corporation, 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.
(incorporated by reference to Exhibit 10.2 to the Quarterly
Report on Form 10-Q/A filed by Price Enterprises, Inc. with
the SEC on May 24, 2001).
3 Form of Common Stock Purchase Warrant (incorporated by
reference to Exhibit 10.5 to the Current Report on Form 8-K
filed by Price Enterprises, Inc. with the SEC on March 23,
2001).
4 Registration Rights Agreement, dated as of September 18,
2001, among The Price Group LLC, 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. (incorporated by
reference to Exhibit 10.3 to the Current Report on Form 8-K
filed by Price Legacy Corporation with the SEC on September
19, 2001).
5 Purchase Agreement, dated as of September 9, 2003, by and
among The Price Group LLC, 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.
(incorporated by reference to Exhibit 5 to Amendment No. 2
to Schedule 13D filed by The Price Group LLC on September
11, 2003).
6 Letter Agreement, dated as of September 9, 2003, by and
between The Price Group LLC and Price Legacy Corporation
(incorporated by reference to Exhibit 6 to Amendment No. 2
to Schedule 13D filed by The Price Group LLC on September
11, 2003).
7 Press Release issued by Price Legacy Corporation on
September 22, 2003 (incorporated by reference to Exhibit
99.1 to the Current Report on Form 8-K filed by Price Legacy
Corporation with the SEC on September 23, 2003).
8 Agreement to Assign Purchase Agreement, dated as of December
18, 2003, by and between The Price Group LLC and The 520
Group, LLC (incorporated by reference to Exhibit 1 to the
Schedule 13D filed by The 520 Group, LLC with the SEC on
December 29, 2003).
9 Assignment, dated as of December 18, 2003, by and between
The Price Group LLC and The 520 Group, LLC (incorporated by
reference to Exhibit 2 to the Schedule 13D filed by The 520
Group, LLC with the SEC on December 29, 2003).