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)
PRICE LEGACY CORPORATION
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(Name of Issuer)
8 3/4% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK
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(Title of Class of Securities)
74144P205
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(CUSIP Number)
JAMES F. CAHILL
PRICE FAMILY CHARITABLE FUND
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)
JANUARY 2, 2004
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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 8 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. 74144P205 SCHEDULE 13D/A PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Price Family Charitable Fund
95-3842468
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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
1,709,502 (See Item 5)
SHARES -------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
1,709,502 (See Item 5)
PERSON -------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,709,502 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.2% (See Item 5)
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TYPE OF REPORTING PERSON*
14
OO - Private Foundation
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* See instructions before filling out!
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 3 OF 8 PAGES
This Amendment No. 1 to Schedule 13D relates to the 8 3/4% Series
A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") of Price
Legacy Corporation, a Maryland corporation ("Price Legacy"), and amends the
Schedule 13D, filed by the Price Family Charitable Fund, a private foundation
("PFCF"), with the Securities and Exchange Commission (the "SEC") on December
18, 2002 (the "Schedule 13D"). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2(c) of the Schedule 13D is amended and restated as follows:
(c) The principal business of PFCF is to function as a private
foundation. The principal occupation of Mr. S. Price is
self-employed investor and manager of The Price Group LLC, a
California limited liability company (the "Price Group"). The
principal occupation of Mr. R. Price is interim Chief Executive
Officer of PriceSmart, Inc., a Delaware corporation
("PriceSmart"). The principal occupation of Mr. McGrory is Chief
Executive Officer of Price Legacy. Mr. McGrory is also a manager
of the Price Group. The principal occupation of each of Mr.
Cahill, Mr. Galinson, Ms. Hillan, and Mr. Satz is manager of the
Price Group. Mr. Cahill is also interim Chief Financial Officer
of PriceSmart. The principal occupation of Mr. Gorham is
self-employed investor. Ms. A. Price and Ms. H. Price are not
presently employed.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is amended and restated as follows:
(a)-(b) PFCF presently beneficially owns, in the aggregate, 1,709,502
shares of Series A Preferred Stock, which represent approximately
6.2% of the issued and outstanding Series A Preferred Stock.(2)
Of these 1,709,502 shares, PFCF has sole voting and dispositive
power over all of them and shared voting and dispositive power
over none.
The PFCF Directors and Officers may be deemed to beneficially
own, in the aggregate, 12,237,160 shares of Series A Preferred
Stock, which represent approximately 44.6% of the issued and
outstanding Series A Preferred Stock. The beneficial ownership of
shares of Series A Preferred Stock by each of the PFCF Directors
and Officers is as follows:(3)
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2 All calculations of percentage ownership in this Schedule 13D is based
on approximately 27,434,166 shares of Series A Preferred Stock estimated to be
outstanding as of September 30, 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.
3 Shares of Series A Preferred Stock disclosed for each of the PFCF
Directors and Officers include shares that may be deemed to be beneficially
owned by more than one person. In particular, the shares disclosed for each of
Mr. S. Price, Mr. R. Price, Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Gorham,
Mr. Satz, and Ms. Hillan all include (i) 1,450,000 shares held by San Diego
Revitalization Corp., a California nonprofit corporation ("SDRC"), an entity for
which each of them serves as a director and/or officer and (ii) the 1,709,502
shares held by PFCF. The shares disclosed for each of Mr. S. Price, Mr. R.
Price, Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz, and Ms. Hillan also all
include 1,000,000 shares held by Price Group, an entity for which each of them
serves as a manager.
Disclosure of shares with respect to any of the PFCF Directors and Officers
should not be construed as any admission of beneficial ownership of such shares.
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 4 OF 8 PAGES
Mr. S. Price may be deemed to beneficially own 8,426,679 shares
of Series A Preferred Stock, which represent approximately 30.7%
of the issued and outstanding Series A Preferred Stock, 4,267,177
shares over which he has sole voting and dispositive power and
4,159,502 shares over which he has shared voting and dispositive
power. Ms. H. Price is the wife of Mr. S. Price. To the extent
that she may be deemed to beneficially own any shares, those
shares are included in the shares reported as may be deemed to be
beneficially owned by Mr. S. Price.
Mr. R. Price may be deemed to beneficially own 7,547,695 shares
of Series A Preferred Stock, which represent approximately 27.5%
of the issued and outstanding Series A Preferred Stock, 1,609
shares over which he has sole voting and dispositive power and
7,546,086 shares over which he has shared voting and dispositive
power. Ms. A Price is the wife of Mr. R. Price. To the extent
that she may be deemed to beneficially own any shares, those
shares are included in the shares reported as may be deemed to be
beneficially owned by Mr. R. Price.
Mr. Cahill may be deemed to beneficially own 4,372,210 shares,
which represent approximately 15.9% of the issued and outstanding
Series A Preferred Stock, 115,616 shares over which he has sole
voting and dispositive power and 4,256,594 shares over which he
has shared voting and dispositive power.
Mr. McGrory may be deemed to beneficially own 4,177,896 shares,
which represent approximately 15.2% of the issued and outstanding
Series A Preferred Stock, 18,394 shares over which he has sole
voting and dispositive power and 4,159,502 shares over which he
has shared voting and dispositive power.
Mr. Galinson may be deemed to beneficially own 4,305,188 shares,
which represent approximately 15.7% of the issued and outstanding
Series A Preferred Stock, no shares over which he has sole voting
and dispositive power and 4,305,188 shares over which he has
shared voting and dispositive power.
Mr. Gorham may be deemed to beneficially own 3,169,002 shares,
which represent approximately 11.6% of the issued and outstanding
Series A Preferred Stock, 9,500 shares over which he has sole
voting and dispositive power and 3,159,502 shares over which he
has shared voting and dispositive power.
Mr. Satz may be deemed to beneficially own 4,171,502 shares,
which represent approximately 15.2% of the issued and outstanding
Series A Preferred Stock, 12,000 shares over which he has sole
voting and dispositive power and 4,159,502 shares over which he
has shared voting and dispositive power.
Ms. Hillan may be deemed to beneficially own 4,159,502 shares,
which represent approximately 15.2% of the issued and outstanding
Series A Preferred Stock, no shares over which she has sole
voting and dispositive power and 4,159,502 shares over which she
has shared voting and dispositive power.
Except as set forth below, to the extent that any of the PFCF
Directors and Officers shares the power to vote or dispose of any of
the shares disclosed above, such power is shared only with one or more
of the PFCF Directors and Officers. The exceptions are as follows:
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 5 OF 8 PAGES
Mr. R. Price shares voting and dispositive power over 38,556
shares with Sarah Price and 38,556 shares with Rebecca Price. Ms.
S. Price is a student, and Ms. R. Price is self-employed.
Mr. Cahill shares voting and dispositive power over 36,972 shares
with Ben Price, 42,222 shares with Jonas Price, and 12,498 shares
with each of Elliot Feuerstein and Ed Spring. Mr. B. Price and
Mr. J. Price are each self-employed. Mr. Feuerstein is a property
manager. Mr. Spring is an attorney.
Mr. Galinson may share voting and/or dispositive power over
145,686 shares with his wife Elaine Galinson and/or one or more
third parties. The reporting person presently does not have Item
2 information for such third parties.
The principal business address of each of Ms. H. Price, Ms. S.
Price, Ms. R. Price, Mr. B. Price, Mr. J. Price, and Ms. Galinson
is 7979 Ivanhoe Avenue, Suite 520, La Jolla, California 92037.
The principal business address of Mr. Feuerstein is 8294 Mira
Mesa Boulevard, San Diego, California 92126. The principal
business address of Mr. Spring is 10900 N.E. 4th Street, Suite
850, Bellevue, Washington 98004.
None of Ms. H. Price, Ms. S. Price, Ms. R. Price, Mr. B. Price,
Mr. J. Price, Ms. Galinson, Mr. Feuerstein, and Mr. Spring has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person 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 of such
laws.
Each of Ms. S. Price, Ms. R. Price, Mr. B. Price, Mr. J. Price,
Ms. Galinson, Mr. Feuerstein, and Mr. Spring is a citizen of the
United States of America.
The information set forth in Item 2 above is incorporated herein in
its entirety in response to this Item 5(b).
Except for Price Legacy securities that are directly owned by PFCF,
PFCF disclaims beneficial ownership of all Price Legacy securities
that may be deemed to be beneficially owned by any of the PFCF
Directors and Officers. Each of the PFCF Directors and Officers
disclaims beneficial ownership of all Price Legacy securities that may
be deemed to be beneficially owned by PFCF.
(c) The information set forth in Item 3 above is incorporated herein in
its entirety in response to this Item 5(c). The information set forth
in Item 6 below is incorporated herein in its entirety in response to
this Item 5(c).
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is amended to add the following:
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 6 OF 8 PAGES
On January 2, 2004, PFCF loaned $43,000,000 to The 520 Group, LLC, a
California limited liability company (the "520 Group") (the "520 Group
Loan"). The 520 Group Loan bears interest at the rate of 3-month LIBOR
plus 325 basis points and matures on December 31, 2006. The foregoing
description of the 520 Group Loan is qualified in its entirety by
reference to the promissory note evidencing the 520 Group Loan, which
has been incorporated by reference into this Schedule 13D as Exhibit 1
to this Schedule 13D and which is hereby incorporated herein in its
entirety in response to this Item 6.
In connection with the 520 Group Loan, the 520 Group and PFCF entered
into a Pledge and Security Agreement, dated as of January 2, 2004 (the
"520 Group Pledge Agreement"), pursuant to which the 520 Group pledged
2,905,405 shares of Price Legacy common stock, par value $0.0001 per
share, and 10,451,099 shares of Price Legacy 9% Series B Junior
Convertible Preferred Stock to secure the 520 Group Loan. Under the
520 Group Pledge Agreement, PFCF does not have the right to vote or
dispose of any of the shares pledged thereunder unless the 520 Group
is in default under the 520 Group Loan. The foregoing description of
the 520 Group Pledge Agreement is qualified in its entirety by
reference to the 520 Group Pledge Agreement, which has been
incorporated by reference into this Schedule 13D as Exhibit 2 to this
Schedule 13D and which is hereby incorporated herein in its entirety
in response to this Item 6.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is amended and restated as follows:
Exhibit No. Description of Exhibit
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1 Promissory Note, in the principal amount of $43,000,000,
executed and delivered as of January 2, 2004, by The 520
Group, LLC in favor of the Price Family Charitable Fund
(incorporated by reference to Exhibit 4 to Amendment No. 1
to Schedule 13D filed by The 520 Group, LLC with the SEC on
January 8, 2004).
2 Pledge and Security Agreement, dated as of January 2, 2004,
by and between The 520 Group, LLC and the Price Family
Charitable Fund (incorporated by reference to Exhibit 7 to
Amendment No. 1 to Schedule 13D filed by The 520 Group, LLC
with the SEC on January 8, 2004).
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 7 OF 8 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: January 12, 2004
PRICE FAMILY CHARITABLE FUND
/s/ James F. Cahill
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By: James F. Cahill
Title: Vice President
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 8 OF 8 PAGES
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1 Promissory Note, in the principal amount of $43,000,000,
executed and delivered as of January 2, 2004, by The 520
Group, LLC in favor of the Price Family Charitable Fund
(incorporated by reference to Exhibit 4 to Amendment No. 1
to Schedule 13D filed by The 520 Group, LLC with the SEC on
January 8, 2004).
2 Pledge and Security Agreement, dated as of January 2, 2004,
by and between The 520 Group, LLC and the Price Family
Charitable Fund (incorporated by reference to Exhibit 7 to
Amendment No. 1 to Schedule 13D filed by The 520 Group, LLC
with the SEC on January 8, 2004).