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. 3)(1)
PRICE LEGACY CORPORATION
----------------------------------------------------------------------------
(Name of Issuer)
8 3/4% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK
----------------------------------------------------------------------------
(Title of Class of Securities)
74144P205
----------------------------------------------------------------------------
(CUSIP Number)
JAMES F. CAHILL
PRICE ENTITIES
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)
DECEMBER 23, 2003
----------------------------------------------------------------------------
(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)
------------------
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
--------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert E. Price
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
--------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
1,609 (See Item 5)
SHARES --------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
7,546,086 (See Item 5)
OWNED BY --------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
1,609 (See Item 5)
PERSON --------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
7,546,086 (See Item 5)
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,547,695 (See Item 5)
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.5% (See Item 5)
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
--------------------------------------------------------------------------------
* See instructions before filling out!
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 3 OF 8 PAGES
This Amendment No. 3 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 further amends
the Schedule 13D, filed by Robert E. Price with the Securities and Exchange
Commission (the "SEC") on August 27, 1998 (the "Original 13D"), as amended by
Amendment No. 1 thereto, filed by Mr. Price with the SEC on September 23, 1998,
and Amendment No. 2 thereto, filed by Mr. Price with the SEC on October 2, 2001
(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 2. IDENTITY AND BACKGROUND
Item 2(c) of the Schedule 13D is amended and restated as follows:
(c) The principal occupation of Mr. Price is interim Chief Executive
Officer of PriceSmart, Inc., a Delaware corporation
("PriceSmart").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a) and (b) of the Schedule 13D are amended and restated as follows:
(a) Mr. Price may be deemed to beneficially own 7,547,695 shares of
Series A Preferred Stock, which represent approximately 27.5% of
the outstanding Series A Preferred Stock, as follows:(2)
(i) 1,051 shares as custodian of his minor children
(UGM-CA);
(ii) 1,264,533 shares as a co-trustee of the Robert and
Allison Price Trust U/T/D 1/10/75 ("RAPT");(3)
(iii) 1,998,568 shares as a co-trustee of the Robert and
Allison Price Charitable Trust ("RAPCT");(4)
(iv) 115,668 shares as a co-trustee of a trust for the
benefit of his minor children (the "Minor Children
Trust");
(v) 1,709,502 shares as a director of The Price Family
Charitable Fund ("PFCF") and of which Mr. Price
disclaims beneficial ownership;
(vi) 1,000,000 shares as a manager of The Price Group LLC,
a California limited liability company (the "Price
Group"), and of which Mr. Price disclaims beneficial
ownership;
(vii) 1,450,000 shares as a director of San Diego
Revitalization Corp., a California nonprofit
corporation ("SDRC"), and of which Mr. Price
disclaims beneficial ownership;
---------------------
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 Excludes shares pledged to RAPT as collateral to secure loans made by
RAPT.
4 Excludes shares pledged to RAPCT as collateral to secure loans made by
RAPCT.
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 4 OF 8 PAGES
(viii) 558 shares held in a 401(k) plan of Mr. Price; and
(ix) 7,815 shares as a co-trustee of the Sandra Morales
Trust.
These shares exclude 8,426,679 shares of Series A Preferred Stock
which may be deemed to be beneficially owned by Sol Price, the father
of Mr. Price, and of which Mr. Price disclaims beneficial ownership.
(b) The power to vote and dispose of these 7,547,695 shares is as
follows:
(i) As custodian of his minor children and in connection
with his 401(k) plan, Mr. Price has sole power to
vote and dispose of an aggregate of 1,609 shares.
(ii) As a co-trustee of each of RAPT, RAPCT, the Minor
Children Trust, and the Sandra Morales Trust, Mr.
Price shares power to vote and dispose of an
aggregate of 3,388,193 shares with his wife, Allison
Price, who is a co-trustee of each of RAPT, RAPCT,
the Minor Children Trust, and the Sandra Morales
Trust.
(iii) As a director of PFCF, Mr. Price may be deemed to
share the power to vote and dispose of 1,709,502
shares with Mr. S. Price, James F. Cahill, Jack
McGrory, Ms. A Price, Helen Price, William Gorham,
Murray Galinson, and Joseph R. Satz, each of whom is
an officer and/or director of PFCF (collectively, the
"PFCF Officers and Directors"). Mr. Price disclaims
beneficial ownership of these shares.
(iv) As a manager of Price Group, Mr. Price may be deemed
to share the power to vote and dispose of 1,000,000
shares with Mr. S. Price, Mr. Cahill, Mr. McGrory,
Mr. Galinson, Kathy Hillan, and Mr. Satz, each of
whom is a manager of the Price Group (collectively,
the "Price Group Managers"). Mr. Price disclaims
beneficial ownership of these shares.
(v) As a director of SDRC, Mr. Price may be deemed to
share the power to vote and dispose of 1,450,000
shares with Mr. S. Price, Mr. Cahill, Mr. McGrory,
Ms. A. Price, Mr. Gorham, Mr. Galinson, Ms. Hillan,
and Mr. Satz (collectively, the "SDRC Officers and
Directors").
The principal occupation of Mr. S. Price is self-employed investor
and 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. McGrory is Chief
Executive Officer of Price Legacy. Mr. McGrory is also a manager of
the Price Group. The principal occupation of Mr. Gorham is
self-employed investor. Ms. A. Price and Ms. H. Price are not
presently employed.
The business address of each of the PFCF Officers and Directors, the
Price Group Managers, and the SDRC Officers and Directors is 7979
Ivanhoe Avenue, Suite 520, La Jolla, California 92037.
During the last five years, none of the PFCF Officers and Directors
or the Price Group Managers or the SDRC Officers and Directors has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding of a
judicial
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 5 OF 8 PAGES
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 the PFCF Officers and Directors, the Price Group Managers,
and the SDRC Officers and Directors is a U.S. citizen.
The information set forth in Item 2 above is incorporated herein in
its entirety in response to this Item 5(b).
Item 5(c) is amended to add the following:
(c) On December 10, 2003, the Price Group purchased 31,200 shares of
Series A Preferred Stock from the Sol & Helen Price Trust for $16.24
per share in a private transaction.
The information set forth in Item 6 of the various Schedule 13Ds, and
amendments thereto, filed by each of PFCF, Price Group, and SDRC with
the SEC from time to time with respect to Price Legacy securities 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
Item 6 of the Schedule 13D is amended to add the following:
On December 23, 2003, SDRC borrowed (i) $1,000,000 from RAPT (the "RAPT
Loan") and (ii) $4,000,000 from RAPCT (the "RAPCT Loan"). Each of the RAPT
Loan and the RAPCT Loan bears interest at the rate of 7% per annum and
matures on December 31, 2004. The foregoing description of the RAPT Loan
and the RAPCT Loan is qualified in its entirety by reference to the
promissory notes evidencing, respectively, the RAPT Loan and the RAPCT,
which have been incorporated by reference into this Schedule 13D as
Exhibits 1 and 2 hereto, respectively, and which are hereby incorporated
herein by reference in their entirety in response to this Item 6.
In connection with the RAPT Loan, SDRC and RAPT entered into a Pledge and
Security Agreement, dated as of December 23, 2003 (the "RAPT Pledge
Agreement"), pursuant to which SDRC pledged 80,556 shares of Series A
Preferred Stock to RAPT to secure the RAPT Loan. Under the RAPT Pledge
Agreement, RAPT does not have the right to vote or dispose of any of the
shares pledged thereunder unless SDRC is in default under the RAPT Loan.
In connection with the RAPCT Loan, SDRC and RAPCT entered into a Pledge and
Security Agreement, dated as of December 23, 2003 (the "RAPCT Pledge
Agreement"), pursuant to which SDRC pledged 322,222 shares of Series A
Preferred Stock to RAPCT to secure the RAPCT Loan. Under the RAPCT Pledge
Agreement, RAPCT does not have the right to vote or dispose of any of the
shares pledged thereunder unless SDRC is in default under the RAPCT Loan.
The foregoing description of the RAPT Pledge Agreement and the RAPCT Pledge
Agreement is qualified in its entirety by reference to the RAPT Pledge
Agreement and the RAPCT Pledge Agreement, which have been incorporated by
reference into this Schedule 13D as Exhibits 3 and 4 hereto, respectively,
and which are hereby incorporated herein by reference in their entirety in
response to this Item 6.
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 6 OF 8 PAGES
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
----------- ----------------------
1 Promissory Note, in the principal amount of $1,000,000,
executed and delivered as of December 23, 2003, by San Diego
Revitalization Corp. in favor of the Robert and Allison
Price Trust (incorporated by reference to Exhibit D to
Amendment No. 3 to Schedule 13D filed by San Diego
Revitalization Corp. with the SEC on January 9, 2004).
2 Promissory Note, in the principal amount of $4,000,000,
executed and delivered as of December 23, 2003, by San Diego
Revitalization Corp. in favor of the Robert and Allison
Price Charitable Trust (incorporated by reference to Exhibit
E to Amendment No. 3 to Schedule 13D filed by San Diego
Revitalization Corp. with the SEC on January 9, 2004).
3 Pledge and Security Agreement, dated as of December 23,
2003, by and between San Diego Revitalization Corp. and the
Robert and Allison Price Trust (incorporated by reference to
Exhibit I to Amendment No. 3 to Schedule 13D filed by San
Diego Revitalization Corp. with the SEC on January 9, 2004).
4 Pledge and Security Agreement, dated as of December 23,
2003, by and between San Diego Revitalization Corp. and the
Robert and Allison Price Charitable Trust (incorporated by
reference to Exhibit J to Amendment No. 3 to Schedule 13D
filed by San Diego Revitalization Corp. with the SEC on
January 9, 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
ROBERT E. PRICE
/s/ Robert E. Price
-------------------------------
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 8 OF 8 PAGES
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
1 Promissory Note, in the principal amount of $1,000,000,
executed and delivered as of December 23, 2003, by San Diego
Revitalization Corp. in favor of the Robert and Allison
Price Trust (incorporated by reference to Exhibit D to
Amendment No. 3 to Schedule 13D filed by San Diego
Revitalization Corp. with the SEC on January 9, 2004).
2 Promissory Note, in the principal amount of $4,000,000,
executed and delivered as of December 23, 2003, by San Diego
Revitalization Corp. in favor of the Robert and Allison
Price Charitable Trust (incorporated by reference to Exhibit
E to Amendment No. 3 to Schedule 13D filed by San Diego
Revitalization Corp. with the SEC on January 9, 2004).
3 Pledge and Security Agreement, dated as of December 23,
2003, by and between San Diego Revitalization Corp. and the
Robert and Allison Price Trust (incorporated by reference to
Exhibit I to Amendment No. 3 to Schedule 13D filed by San
Diego Revitalization Corp. with the SEC on January 9, 2004).
4 Pledge and Security Agreement, dated as of December 23,
2003, by and between San Diego Revitalization Corp. and the
Robert and Allison Price Charitable Trust (incorporated by
reference to Exhibit J to Amendment No. 3 to Schedule 13D
filed by San Diego Revitalization Corp. with the SEC on
January 9, 2004).