UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
PRICE LEGACY CORP
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74144P106
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(CUSIP NUMBER)
Jeffrey Bronchick, CIO
Reed, Conner & Birdwell, LLC
11111 Santa Monica Boulevard, Suite 1700
Los Angeles, CA 90025
Tel No. (310) 478-4005
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 16, 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 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ X ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this coverage 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 coverage page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") 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: 74144P106
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1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Reed Conner & Birdwell, LLC. I.R.S. Identification No. 95-4833644
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER O
SHARES ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 3,461,125
OWNED BY ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING ---------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 3,461,125
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11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
3,461,125
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.97%
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14 TYPE OF REPORTING PERSON
IA
Cusip # 74144P106
Item 1: Reporting Person, Donn B. Conner*
Item 4: OO
Item 6: USA
Item 7: 3,461,125
Item 8: None
Item 9: 3,461,125
Item 10: None
Item 11: 3,461,125
Item 13: 9.97%
Item 14: IN
Cusip # 74144P106
Item 1: Reporting Person,Jeffrey Bronchick*
Item 4: OO
Item 6: USA
Item 7: 3,461,125
Item 8: None
Item 9: 3,461,125
Item 10: None
Item 11: 3,461,125
Item 13: 9.97%
Item 14 IN
* Collectively referred to herein as "Control Persons"
Item 1. Security and Issuer
The title of the class of equity security to which this statement relates
is the Common Stock of PRICE LEGACY CORP whose principal executive offices
are located at 17140 Bernardo Center Drive, Suite 300, San Diego, CA 92128
Item 2. Identity & Background
(a) Reed Conner & Birdwell, LLC.
(b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025
(c) Investment Adviser
(d) N/A
(e) N/A
(f) U.S.A.
(a) Donn B. Conner
(b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025
(c) President & CEO of RCB
(d) N/A
(e) N/A
(f) U.S.A.
(a) Jeffrey Bronchick
(b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025
(c) CIO of RCB
(d) N/A
(e) N/A
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
Reed, Conner & Birdwell, LLC. in its capacity as an investment adviser
will purchase on behalf of its' clients. No monies are borrowed for such
an acquisition.
Item 4. Purpose of Transaction
RCB changed its filing status in August, 2003 to 13-D after the
company revealed that it's Board of Director's was engaged in a
lawsuit with one of its largest shareholders over the strategic
future of the company. Since that time, the lawsuit has been settled
and the company has embarked on a recapitalization and restructuring
plan that appears to be a reasonable compromise with which to pursue
value for the common shareholders. Therefore, we are withdrawing our
"D" status to revert to a more passive investment stance.
Item 5. Interest in Securities of the Issuer
(a) & (b) The Reporting Person has discretionary investment and voting power
on 3,461,125 shares of common stock which constitutes approximately 9.97% of
shares outstanding. All ownership percentages herein assume that there are
34.732 MM shares outstanding.
(c) Transactions made by RCB within the last sixty days:
DATE TYPE SHARES PX
11/24/2003 OPEN 840 3.61
11/26/2003 CLOSE 68 3.73
12/1/2003 OPEN 1,701 3.64
12/3/2003 CLOSE 2,570 3.13
12/3/2003 CLOSE 279 2.70
12/11/2003 CLOSE 410 2.58
12/12/2003 OPEN 390 3.87
12/17/2003 CLOSE 798 3.23
12/22/2003 CLOSE 102 3.19
12/22/2003 CLOSE 129 3.23
12/31/2003 CLOSE 1,685 4.11
1/5/2004 CLOSE 56 3.03
1/5/2004 CLOSE 144 3.73
1/6/2004 CLOSE 67 3.97
1/8/2004 OPEN 760 3.88
1/14/2004 OPEN 770 4.02
1/15/2004 CLOSE 26 3.65
1/15/2004 OPEN 1,330 4.00
1/16/2004 CLOSE 770 4.02
1/20/2004 CLOSE 940 3.36
1/20/2004 OPEN 1,150 4.04
(e) RCB changed its filing status in August, 2003 to 13-D after the
company revealed that it's Board of Director's was engaged in a
lawsuit with one of its largest shareholders over the strategic
future of the company. Since that time, the lawsuit has been settled
and the company has embarked on a recapitalization and restructuring
plan that appears to be a reasonable compromise with which to pursue
value for the common shareholders. Therefore, we are withdrawing our
"D" status to revert to a more passive investment stance.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Reed, Conner & Birdwell, LLC. and its' Control Persons entered into a joint
filing agreement on January 16, 2004.
Item 7. Material to Be Filed as Exhibits
Exhibit 1: Joint Filing Agreement by RCB and its' control persons.
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 16, 2004
Reed Conner & Birdwell, LLC.
By: /S/ Donn B. Conner
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Donn B. Conner, President & CEO
By: /S/ Jeffrey Bronchick
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Jeffrey Bronchick, CIO
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(F)(1)
This agreement is made pursuant to Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934 (the "Act") by and among the
parties listed below, each referred to herein as a "Joint Filer."
The Joint Filers agree that a statement of beneficial ownership
as required by Section 13(d) of the Act and the Rules there under
may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be
amended by further joint filings. The Joint Filers states that
they each satisfy the requirements for making a joint filing under
Rule 13d-1.
Dated: January 16, 2004
By: /S/ Donn B. Conner
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Donn B. Conner, President & CEO
By: /S/ Jeffrey Bronchick
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Jeffrey Bronchick, CIO