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)
741444301
(CUSIP Number)
JAMES F. CAHILL
PRICE FAMILY CHARITABLE FUND
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)
OCTOBER 2, 2001
(Date of Event Which Requires Filing of this Statement)
If the 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(b) 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. 741444301 SCHEDULE 13D/A PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Price Family Charitable Fund
95-3842468
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO, WC (see Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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7 SOLE VOTING POWER
NUMBER OF
1,291,546 (see Item 5)
SHARES --------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
1,291,546 (see Item 5)
PERSON --------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,291,546 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% (see Item 5)
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14 TYPE OF REPORTING PERSON*
OO - Private Foundation
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CUSIP NO. 741444301 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 of Price Legacy Corporation and
further amends the Schedule 13D filed by the Price Family Charitable Fund on
August 27, 1998 and subsequently amended by Amendment No. 1 thereto on September
23, 1998 and by Amendment No. 2 thereto on January 5, 2001 (as amended, the
"PFCF Schedule 13D"). The PFCF Schedule 13D is hereby amended and restated in
its entirety as follows:
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the 8 3/4% Series A
Cumulative Redeemable Preferred Stock of Price Legacy Corporation
("Series A Preferred Stock"), a Maryland corporation ("Price Legacy")
formerly known as Price Enterprises, Inc. ("Enterprises"). Effective
September 18, 2001, a wholly owned subsidiary of Enterprises merged
with and into Excel Legacy Corporation (the "Merger"), a Delaware
corporation ("Legacy"), and Enterprises changed its name to Price
Legacy Corporation.
The address of the principal executive offices of Price Legacy is 17140
Bernardo Center Drive, San Diego, California 92128.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (f) This statement on Schedule 13D is filed by the Price
Family Charitable Fund ("PFCF"), a private foundation
organized under the laws of the State of California.
The directors and executive officers of PFCF
(collectively, the "PFCF Directors and Officers"),
each of who is a citizen of the United States, are as
follows:
Sol Price Director and Chairman of the Board
Robert E. Price Director and President
James F. Cahill Director and Vice President
Jack McGrory Director
Allison Price Director
Helen Price Director
Murray Galinson Director
Joseph R. Satz Secretary
Kathy Hillan Treasurer
Each of the PFCF Directors and Officers disclaims
membership in a group with PFCF, and PFCF disclaims
membership in a group with any of the PFCF Directors
and Officers.
(b) The principal executive office of PFCF and the
principal business address of each of the PFCF
Directors and Officers is 7979 Ivanhoe Avenue, Suite
520, La Jolla, California 92037.
(c) The principal business of PFCF is to function as a
private foundation. The principal occupation of
Mr. S. Price and Mr. R. Price is self-employed
investor and manager of The Price Group LLC ("Price
Group"). The principal occupation of each of Mr.
Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz, and Ms.
Hillan is manager of Price Group. Ms. A. Price and
Ms. H. Price are not presently employed.
(d)-(e) During the last five years, neither PFCF nor any of
the PFCF Directors and Officers 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
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 4 OF 8 PAGES
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
1. On August 17, 1998, PFCF received 2,055,080 shares of Series A
Preferred Stock pursuant to a pro rata distribution by
Enterprises of one share of Series A Preferred Stock for each
share of Enterprises common stock held by stockholders of
record on July 30, 1998.
2. On September 16, 1998, PFCF donated 1,000,000 shares of Series
A Preferred Stock to a charitable organization.
3. On October 6, 1998, PFCF used cash held by PFCF to acquire
40,000 shares of Series A Preferred Stock on the open market
for $13.06 per share.
4. On October 7, 1998, PFCF used cash held by PFCF to acquire
60,000 shares of Series A Preferred Stock on the open market
for $13.48 per share.
5. On November 6, 1998, PFCF donated 57,500 shares of Series A
Preferred Stock to a charitable organization.
6. On August 8, 2000, PFCF received a charitable gift of 184,100
shares of Series A Preferred Stock.
7. On December 20, 2000, PFCF used cash held by PFCF to acquire
1,000,000 shares of Series A Preferred Stock in a private
transaction for $14.75 per share.
8. On September 18, 2001, PFCF exchanged approximately $148,000
in Legacy notes and debentures for 9,866 shares of Series A
Preferred Stock, at an exchange ratio of $15.00 in principal
amount of Legacy notes or debentures per share, pursuant to an
exchange offer commenced by Legacy on August 10, 2001 and
consummated on September 18, 2001 (the "Exchange Offer").
9. On October 2, 2001 and October 3, 2001, PFCF donated,
respectively, 700,000 and 300,000 shares of Series A Preferred
Stock to a charitable organization.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth above in Item 3 is incorporated herein by
reference. All shares of Series A Preferred Stock held by PFCF are for
investment purposes only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) PFCF presently beneficially owns 1,291,546 shares of
Series A Preferred Stock, representing approximately 4.7%
of the issued and outstanding Series A Preferred Stock. Of
these shares, PFCF has sole voting and dispositive shares
over all 1,291,546 shares and shared voting and
dispositive power over none.2
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2 Calculation of percentage ownership of Series A Preferred Stock is
based on approximately 27,267,644 shares estimated to be issued and outstanding
following the consummation of the Exchange Offer, as reported in the Current
Report on Form 8-K filed by Price Legacy with the Securities and Exchange
Commission (the "SEC") on September 19, 2001 (the "Form 8-K").
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 5 OF 8 PAGES
In addition, PFCF presently beneficially owns 1,000,700
shares of Price Legacy common stock, representing
approximately 2.5% of the issued and outstanding Price
Legacy common stock.3
PFCF Directors and Officers may be deemed to beneficially
own, in the aggregate, 13,134,550 shares of Series A
Preferred Stock (including options to buy 120,929 shares),
representing approximately 48.2% of the issued and
outstanding Series A Preferred Stock.4 The beneficial
ownership of shares by each of the PFCF Directors and
Officers is as follows:5
Mr. S. Price may be deemed to beneficially own
8,154,965 shares, representing approximately 29.9%
of the issued and outstanding Series A Preferred
Stock, 6,013,134 shares of which he has sole
voting and dispositive power and 2,141,831 shares
of 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
6,531,926 shares, representing approximately 24.0%
of the issued and outstanding Series A Preferred
Stock, 1,511 shares of which he has sole voting
and dispositive power and 6,530,415 shares of
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
3,338,589 shares representing approximately 12.2%
of the issued and outstanding Series A Preferred
Stock, 110,316 shares of which he has sole voting
and dispositive power and 3,228,273 shares of
which he has shared voting and dispositive power.
Mr. McGrory may be deemed to beneficially own
3,281,014 shares (including options to buy 120,929
shares), representing approximately 12.0% of the
issued and outstanding Series A Preferred Stock,
139,183 shares of which he has sole voting and
dispositive power and 3,141,831 shares of which he
has shared voting and dispositive power.
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3 Calculation of percentage ownership of Price Legacy common stock is
based on approximately 40,772,179 shares estimated to be issued and outstanding
following the consummation of the Merger, as reported in the Form 8-K.
4 These 13,134,550 shares include the 1,291,546 shares beneficially
owned by PFCF. Shares that may be deemed to be beneficially owned by more than
one of the PFCF Directors and Officers were not double-counted in arriving at
the 13,134,550 figure.
5 Shares disclosed for each of the PFCF Directors and Officers
include shares that may be deemed to be beneficially owned by more than one
person. Specifically, the shares disclosed for each of Mr. S. Price, Mr. R.
Price, Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz, and Ms. Hillan all
include the 1,291,546 shares held by PFCF and 850,285 shares held by Price
Group, an entity for which each of them serves as a manager. The shares
disclosed for each of Mr. R. Price, Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr.
Satz, and Ms. Hillan also all include 1,000,000 shares held by the San Diego
Revitalization Corp., a California nonprofit public benefit corporation, for
which each of them serves as an officer and/or director.
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. 741444301 SCHEDULE 13D/A PAGE 6 OF 8 PAGES
Mr. Galinson may be deemed to beneficially own
3,355,380 shares, representing approximately 12.3%
of the issued and outstanding Series A Preferred
Stock, no shares of which he has sole voting and
dispositive power and 3,355,380 shares of which he
has shared voting and dispositive power.
Mr. Satz may be deemed to beneficially own
3,150,530 shares, representing approximately 11.6%
of the issued and outstanding Series A Preferred
Stock, 8,699 shares of which he has sole voting
and dispositive power and 3,141,831 shares of
which he has shared voting and dispositive power.
Ms. Hillan may be deemed to beneficially own
3,151,497 shares, representing approximately 11.6%
of the issued and outstanding Series A Preferred
Stock, 9,666 shares of which she has sole voting
and dispositive power and 3,141,831 shares of
which she has shared voting and dispositive power.
The information set forth above in Item 2 is incorporated
herein by reference. 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:
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. The
principal business address of each of them is 7979
Ivanhoe Avenue, Suite 520, La Jolla, California
92037.
Mr. Cahill shares voting and dispositive power
over 36,972 shares with Mr. Ben Price, 36,972
shares with Mr. Jonas Price, and 12,498 shares
with Mr. Elliot Feuerstein and Mr. Ed Spring. Mr.
B. Price and Mr. J. Price are each self-employed,
and the principal business address of each of them
is 7979 Ivanhoe Avenue, Suite 520, La Jolla,
California 92037. Mr. Feuerstein is a property
manager, and his principal business address is
8294 Mira Mesa Boulevard, San Diego, California
92126. Mr. Spring is an attorney, and his
principal business address is 10900 N.E. 4th
Street, Suite 850, Bellevue, Washington 98004.
Mr. Galinson may share voting and/or dispositive
power over 213,549 shares with one or more third
parties. The reporting person presently does not
have Item 2 information for such third parties.
None of Ms. S. Price, Ms. R. Price, Mr. B. Price,
Mr. J. Price, 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, Mr. Feuerstein, and Mr. Spring is a
citizen of the United States.
(c) The information set forth above in Item 3 is incorporated
herein by reference.
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 7 OF 8 PAGES
With respect to Mr. S. Price and Ms. H. Price, the information
set forth in Item 5(c) of Amendment No. 5 to Schedule 13D
filed by Mr. S. Price with the SEC on October 3, 2001 is
incorporated herein by reference.
With respect to Mr. R. Price and Ms. A. Price, the information
set forth in Item 5(c) of Amendment No. 2 to Schedule 13D
filed by Mr. R. Price with the SEC on October 3, 2001 is
incorporated herein by reference.
On September 18, 2001, Mr. Cahill exchanged Legacy notes and
debentures for 19,666 shares of Series A Preferred Stock
pursuant to the Exchange Offer. On October 18, 2001, he
exercised options to acquire 12,358 shares of Series A
Preferred Stock at the exercise price of $13.84 per share,
which shares he sold on such same day for $15.13 per share.
On September 18, 2001, Mr. McGrory exchanged Legacy notes and
debentures for 2,800 shares of Series A Preferred Stock
pursuant to the Exchange Offer. On August 28, 2001, September
28, 2001, October 1, 2001, October 4, 2001, October 12, 2001,
and October 16, 2001, he exercised options to acquire,
respectively, 1,500 shares, 1,700 shares, 1,000 shares, 1,000
shares, 4,600 shares, and 4,100 shares of Series A Preferred
Stock, in each case at the exercise price of $14.66 per share
and which shares he sold on such same day for $15.10 per
share.
On September 18, 2001, Mr. Galinson exchanged Legacy notes and
debentures for 29,121 shares of Series A Preferred Stock
pursuant to the Exchange Offer.
On September 18, 2001, Ms. Hillan exchanged Legacy notes and
debentures for 9,666 shares of Series A Preferred Stock
pursuant to the Exchange Offer.
(d) Not applicable.
(e) On October 2, 2001, PFCF ceased to be the beneficial owner of
more than five percent of Series A Preferred Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
With respect to Mr. S. Price and Ms. H. Price, the information set
forth in Item 6 of Amendment No. 5 to Schedule 13D filed by Mr. S.
Price with the SEC on October 3, 2001 is incorporated herein by
reference.
With respect to Mr. R. Price and Ms. A. Price, the information set
forth in Item 6 of Amendment No. 2 to Schedule 13D filed by Mr. R.
Price with the SEC on October 3, 2001 is incorporated herein by
reference.
Mr. Cahill is the borrower under a loan agreement entered into in May
1998. The loan is secured by 64,133 shares of Series A Preferred Stock.
Mr. McGrory is the borrower under a loan agreement entered into in May
1998. The loan is secured by 12,800 shares of Series A Preferred Stock.
Mr. Galinson is the borrower under a loan agreement entered into in May
1998. The loan is secured by 128,334 shares of Series A Preferred
Stock.
ITEM 7. EXHIBITS.
Not applicable.
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 8 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: October 19, 2001
PRICE FAMILY CHARITABLE FUND
/s/ James F. Cahill
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By: James F. Cahill
Title: Vice President