Edgar Filing: EXCEL LEGACY CORP

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

EXCEL LEGACY CORPORATION
(NAME OF SUBJECT COMPANY (ISSUER))

PRICE ENTERPRISES, INC.
(NAME OF FILING PERSON (OFFEROR))

9% CONVERTIBLE REDEEMABLE SUBORDINATED SECURED DEBENTURES DUE 2004
10% SENIOR REDEEMABLE SECURED NOTES DUE 2004
(TITLES OF CLASSES OF SECURITIES)

300665AA4 (DEBENTURES)
300665AB2 (NOTES)
(CUSIP NUMBERS OF CLASSES OF SECURITIES)

GARY B. SABIN
CHIEF EXECUTIVE OFFICER
PRICE ENTERPRISES, INC.
17140 BERNARDO CENTER DRIVE, SUITE 300
SAN DIEGO, CALIFORNIA 92128
(858) 675-9400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE FILING PERSON(S))

COPIES TO:

SCOTT N. WOLFE, ESQ. SIMON M. LORNE, ESQ.
CRAIG M. GARNER, ESQ. MARY ANN LYMAN, ESQ.
LATHAM & WATKINS MUNGER TOLLES & OLSON LLP
12636 HIGH BLUFF DRIVE, SUITE 300 355 SOUTH GRAND AVENUE, 35TH FLOOR
SAN DIEGO, CALIFORNIA 92130 LOS ANGELES, CALIFORNIA 90071
(858) 523-5400 (213) 683-9100

CALCULATION OF FILING FEE

TRANSACTION VALUATION* AMOUNT OF FILING FEE
--------------------- --------------------
$51,307,000 $10,262

* Estimated solely for the purpose of calculating the registration fee
required by the Securities Exchange Act of 1934, as amended. This
fee has been computed pursuant to Rules 0-11(a)(4) and 0-11(b)(2) under
the Exchange Act and is based upon 100% of the outstanding principal
amount of the Legacy Debentures and Legacy Notes as of August 3, 2001.

[x] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

Amount Previously Paid: $12,827 Filing party: Price Enterprises, Inc.
Form or Registration No.: 333-61622 Date Filed: May 25, 2001

[ ] Check box if filing relates solely to preliminary communications made before
the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1
[ ] going private transaction subject to Rule 13e-3
[x] issuer tender offer subject to Rule 13e-4
[ ] amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer [ ]

This Tender Offer Statement on Schedule TO relates to the offer by Price
Enterprises, Inc., a Maryland corporation ("Enterprises"), to exchange shares of
its 8 3/4% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per
share (the "Enterprises Series A Preferred Stock"), for all outstanding 9%
Convertible Redeemable Subordinated Secured Debentures due 2004 (the "Legacy
Debentures") and 10% Senior Redeemable Secured Notes due 2004 (the "Legacy
Notes") of Excel Legacy Corporation, a Delaware corporation ("Legacy"), upon the
terms and subject to the conditions set forth in the Consent Solicitation
Statement/Prospectus dated August 7, 2001 and in the related consent and
letter of transmittal (which, as amended or supplemented from time to time,
together constitute the "Exchange Offer"). The Legacy Debentures and Legacy
Notes will be valued at par and the Enterprises Series A Preferred Stock will be
valued at $15.00 per share for purposes of the Exchange Offer, and each $1,000
in principal amount of Legacy Debentures and Legacy Notes tendered will be
exchanged for 66.67 shares of the Enterprises Series A Preferred Stock. This
Tender Offer Statement on Schedule TO is intended to satisfy the reporting
requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as
amended.

ITEM 1. SUMMARY TERM SHEET.

The information set forth in the section entitled "Summary Term Sheet" of
the Consent Solicitation Statement/Prospectus is incorporated herein by
reference.

ITEM 2. SUBJECT COMPANY INFORMATION

The name of the subject company is Excel Legacy Corporation, a Delaware
corporation. The information set forth in the section entitled "Summary,"
"The Exchange Offer and Consent Solicitation" and "Information About Legacy"
of the Consent Solicitation Statement/Prospectus is incorporated herein by
reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

The name of the filing person is Price Enterprises, Inc., a Maryland
corporation. The information set forth in the sections entitled "Information
About Enterprises," "Information About Legacy," "Securities Ownership of Certain
Beneficial Owners and Management of Enterprises" and "Securities Ownership of
Certain Beneficial Owners and Management of Legacy" of the Consent Solicitation
Statement/Prospectus is incorporated herein by reference. Unless otherwise
indicated, the current business address of each filing person and person listed
under General Instruction C to Schedule TO is 17140 Bernardo Center Drive, Suite
300, San Diego, California 92128.

ITEM 4. TERMS OF THE TRANSACTION.

The information set forth in the sections entitled "Summary Term Sheet,"
"Questions and Answers About the Transactions," "Summary," "The Exchange Offer
and Consent Solicitation," "Material United States Federal Income Tax
Considerations of the Exchange Offer," "Material United States Federal Income
Tax Consequences Related to Price Legacy," "Description of Enterprises Capital
Stock" and "Comparison of Stockholder Rights" of the Consent Solicitation
Statement/Prospectus is incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

The information set forth in the sections entitled "Background and Reasons
for the Transactions," "The Exchange Offer and Consent Solicitation," "The
Merger, the Sale of the Enterprises Series B Preferred Stock and Related
Transactions" and "Information About Legacy" of the Consent Solicitation
Statement/Prospectus is incorporated herein by reference.

ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.

The information set forth in the sections entitled "Background and Reasons
for the Transactions," "The Merger, the Sale of the Enterprises Series B
Preferred Stock and Related Transactions," "Information About Enterprises,"
"Information About Legacy," "Material United States Federal Income Tax
Consequences Related to Price Legacy," "Description of Enterprises Capital
Stock" and "Comparison of Stockholder Rights" of the Consent Solicitation
Statement/Prospectus is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The total amount of funds or other consideration required by Enterprises to
complete the Exchange Offer is approximately 3,420,636 shares of Enterprises
Series A Preferred Stock (consisting of approximately 2,216,110 shares in
exchange for Legacy Debentures and approximately 1,204,526 shares in exchange
for Legacy Notes) and approximately $500,000, assuming all outstanding Legacy
Debentures and Legacy Notes are tendered and exchanged pursuant to the Exchange
Offer, in cash for accrued and unpaid interest and expenses, which will be paid
from the cash assets of Enterprises.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

The information set forth in the section entitled "The Exchange Offer and
Consent Solicitation" of the Consent Solicitation Statement/Prospectus is
incorporated herein by reference.

The following table sets forth certain information regarding the
ownership of Legacy Debentures and Legacy Notes as of August 3, 2001 by
Enterprises' and Legacy's directors and executive officers, all of Enterprises'
and Legacy's directors and executive officers as a group and all other
stockholders known by Legacy to beneficially own more than five percent in
principal amount of the Legacy Debentures or Legacy Notes.

PRINCIPAL AMOUNT OF PERCENT PRINCIPAL AMOUNT OF PERCENT
LEGACY DEBENTURES OF TOTAL LEGACY NOTES OF TOTAL
NAME(1) BENEFICIALLY OWNED ($) (%) BENEFICIALLY OWNED ($) (%)
------- ---------------------- --- ---------------------- --------

Robert Price(2)(3) 7,318,000 22.0 3,992,000 22.1
Sol Price(2)(4) 6,288,000 18.9 3,429,000 19.0
James Cahill(2)(5) 472,000 1.4 254,000 1.4
Murray Galinson(2)(6) 371,000 1.1 202,000 1.1
Jack McGrory(2) 123,000 * 67,000 *
Gary B. Sabin -- * -- *
Richard B. Muir -- * -- *
S. Eric Ottesen -- * -- *
James Y. Nakagawa -- * -- *
Graham R. Bullick, Ph.D -- * -- *
Mark T. Burton -- * -- *
John A. Visconsi -- * -- *
William J. Stone -- * -- *
Susan M. Wilson -- * -- *
John H. Wilmot -- * -- *
Richard J. Nordlund -- * -- *
Robert S. Talbott -- * -- *
Robert E. Parsons, Jr. -- * -- *
All executive officers and
directors as a group (17 persons) 774,000 2.3 419,000 2.3

* Less than 1% beneficially owned.

(1) The address for all persons listed, other than James F.
Cahill, Jack McGrory, Robert E. Price and Sol Price is 17140
Bernardo Center Drive, Suite 300, San Diego, California 92128.
The address for James F. Cahill, Jack McGrory, Robert E. Price
and Sol Price is c/o The Price Entities, 7979 Ivanhoe Avenue,
Suite 520, La Jolla, California 92037.

(2) Sol Price, Robert E. Price, James F. Cahill, Murray Galinson
and Jack McGrory are directors of The Price Family Charitable
Fund. As such, for purposes of this table, they are each
deemed to beneficially own $96,000 in principal amount of
Legacy Debentures and $52,000 in principal amount of Legacy
Notes held by the Charitable Fund. Each of Sol Price, Robert
E. Price, James F. Cahill, Murray Galinson and Jack McGrory
has shared voting and dispositive power with respect to, and
disclaims beneficial ownership of, the Legacy Debentures and
Legacy Notes held by the Charitable Fund.

(3) Includes $7,220,000 in principal amount of Legacy Debentures
and $3,939,000 in principal amount of Legacy Notes held by
trusts of which Robert E. Price is a trustee. Mr. Price has
shared voting and dispositive power with respect to such
Legacy Debentures and Legacy Notes. Also includes $2,000 in
principal amount of Legacy Debentures and $1,000 in principal
amount of Legacy Notes held by Mr. Price as custodian of his
minor children under the California Uniform Transfer to Minors
Act, or the CUTMA.

(4) Includes $6,192,000 in principal amount of Legacy Debentures
and $3,377,000 in principal amount of Legacy Notes held by The
Price Family Charitable Trust of which Sol Price is the sole
trustee, and as to which Sol Price has sole voting and
dispositive power.

(5) Includes $185,000 in principal amount of Legacy Debentures
and $98,000 in principal amount of Legacy Notes held by trusts
of which Mr. Cahill is a trustee. Mr. Cahill has shared voting
and dispositive power with respect to, and disclaims
beneficial ownership of, the Legacy Debentures and Legacy
Notes held by the trusts.

(6) Includes $275,000 in principal amount of Legacy Debentures and
$150,000 in principal amount of Legacy Notes held by Galinson
Holdings. Mr. Galinson disclaims beneficial ownership of such
Legacy Debentures and Legacy Notes.

Based on Enterprises' records and on information provided to Enterprises by
its directors, executive offers, affiliates and subsidiaries, neither
Enterprises nor any of its affiliates or subsidiaries nor, to the best of
Enterprises' knowledge, any of the directors or executive officers of
Enterprises or any of its subsidiaries, nor any associates or subsidiaries of
any of the foregoing, has effected any transactions involving the Legacy
Debentures or Legacy Notes during the 60 days prior to the date of this Schedule
TO.

ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

Neither Enterprises nor any person acting on its behalf has or currently
intends to employ, retain or compensate any person to make solicitations or
recommendations to the holders of Legacy Debentures or Legacy Notes with respect
to the Exchange Offer.

ITEM 10. FINANCIAL STATEMENTS.

The information set forth in the sections entitled "Summary--Selected
Summary Historical and Selected Unaudited Pro Forma Financial Data,"
"Summary--Comparative Per Share Data," "Summary--Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends" and "Unaudited Pro
Forma Operating and Financial Information" of the Consent Solicitation
Statement/Prospectus is incorporated herein by reference.

ITEM 11. ADDITIONAL INFORMATION.

The information set forth in the section entitled "The Exchange Offer and
Consent Solicitation" and the entire Consent Solicitation Statement/Prospectus
is incorporated herein by reference.

ITEM 12. EXHIBITS.

(a)(1)(i) Letter of Transmittal.

(a)(1)(ii) Notice of Guaranteed Delivery.

(a)(1)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.

(a)(1)(iv) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(v) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Consent Solicitation Statement/Prospectus of
Enterprises (incorporated by reference to
Enterprises' Registration Statement on Form S-4 (File
No. 333-61622) filed with the SEC on May 25, 2001, as
amended by Amendment No. 1 to Form S-4 filed July 6,
2001 and Amendment No. 2 to Form S-4 filed July 31,
2001).

(a)(5)(i) Summary Advertisement dated August 10, 2001.

(a)(5)(ii) Press Release dated August 10, 2001.

(a)(5)(iii) Letter to Debtholders of Legacy from Gary B. Sabin,
President and Chief Executive Officer of Legacy,
dated August 10, 2001 (incorporated by reference
to Legacy's Solicitation/Recommendation Statement
on Schedule 14D-9 filed with the SEC on August 10,
2001).

(b) Not applicable.

(d)(1) Agreement and Plan of Merger, dated as of March 21,
2001, by and among Enterprises, PEI Merger Sub, Inc.
and Legacy (incorporated by reference to Enterprises'
Current Report on Form 8-K filed with the SEC on
March 23, 2001).

(d)(2) Form of Stockholder Agreement, dated as of March 21,
2001, between Enterprises and certain stockholders of
Legacy (incorporated by reference to Enterprises'
Current Report on Form 8-K filed with the SEC on
March 23, 2001).

(d)(3) Form of Stock Purchase Agreement dated as of
September 25, 2000 by and between Legacy and each of
Richard B. Muir, Graham R. Bullick, S. Eric Ottesen,
and Mark T. Burton (incorporated by reference to
Legacy's Quarterly Report on Form 10-Q (File No.
0-23503) filed with the SEC on November 9, 2000).

(d)(4) Form of Loan Assumption Agreement dated as of
September 25, 2000 by and between Legacy and each of
Richard B. Muir, Graham R. Bullick, S. Eric Ottesen,
and Mark T. Burton (incorporated by reference to
Legacy's Quarterly Report on Form 10-Q (File No.
0-23503) filed with the SEC on November 9, 2000).

(d)(5) Form of Supplemental Indenture between Legacy and
Wells Fargo Bank Minnesota, N.A. with respect to the
9.0% Convertible Redeemable Subordinated Secured
Debentures due 2004 (filed as an Annex to the Consent
Solicitation Statement/Prospectus constituting part
of Enterprises' Registration Statement on Form S-4
(File No. 333-61622) filed with the SEC on May 25,
2001, as amended by Amendment No. 1 to Form S-4 filed
July 6, 2001 and Amendment No. 2 to Form S-4 filed
July 31, 2001, and incorporated herein by reference).

(d)(6) Form of Supplemental Indenture between Legacy and
Wells Fargo Bank Minnesota, N.A. with respect to the
10.0% Senior Redeemable Secured Notes due 2004 (filed
as an Annex to the Consent

Solicitation Statement/Prospectus constituting part
of Enterprises' Registration Statement on Form S-4
(File No. 333-61622) filed with the SEC on May 25,
2001, as amended by Amendment No. 1 to Form S-4 filed
July 6, 2001 and Amendment No. 2 to Form S-4 filed
July 31, 2001, and incorporated herein by reference).

(d)(7) Indenture, dated as of November 5, 1999, between
Legacy and Wells Fargo Bank Minnesota, N.A. for 9.0%
Convertible Redeemable Subordinated Secured
Debentures due 2004, including form of Debenture and
form of Pledge Agreement (incorporated by reference
to Legacy's Current Report on Form 8-K (File No.
0-23503) filed with the SEC on November 12, 1999).

(d)(8) Indenture, dated as of November 5, 1999, between
Legacy and Wells Fargo Bank Minnesota, N.A. for 10.0%
Senior Redeemable Secured Notes due 2004, including
form of Note and form of Pledge Agreement
(incorporated by reference to Legacy's Current Report
on Form 8-K (File No. 0-23503) filed with the SEC on
November 12, 1999).

(g) Not applicable.

(h) Not applicable.

SIGNATURE

After due 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: August 10, 2001 PRICE ENTERPRISES, INC.

By: /s/ GARY B. SABIN
----------------------------------
Name: Gary B. Sabin
Title: President and
Chief Executive Officer

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------ -----------
(a)(1)(i) Letter of Transmittal.

(a)(1)(ii) Notice of Guaranteed Delivery.

(a)(1)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.

(a)(1)(iv) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(v) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(5)(i) Summary Advertisement dated August 10, 2001.

(a)(5)(ii) Press Release dated August 10, 2001.

(b) Not applicable.

(d)(6) Form of Supplemental Indenture between Legacy and
Wells Fargo Bank Minnesota, N.A. with respect to the
10.0% Senior Redeemable Secured Notes due 2004 (filed
as an Annex to the Consent Solicitation
Statement/Prospectus constituting part of
Enterprises' Registration Statement on Form S-4 (File
No. 333-61622) filed with the SEC on May 25, 2001, as
amended by Amendment No. 1 to Form S-4 filed July 6,
2001 and Amendment No. 2 to Form S-4 filed July 31,
2001, and incorporated herein by reference).

(g) Not applicable.

(h) Not applicable.