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. 11)(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 ENTITIES
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)
DECEMBER 23, 2003
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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)
Sol Price
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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
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
United States of America
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SOLE VOTING POWER
NUMBER OF 7
4,267,177 (See Item 5)
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,159,502 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
4,267,177 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,159,502 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,426,679 (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
30.7% (See Item 5)
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 3 OF 8 PAGES
This Amendment No. 11 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 Sol Price with the Securities and Exchange Commission
(the "SEC") on August 27, 1998 (the "Original 13D"), as amended by Amendments
No. 1 through 10 thereto (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 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 8,426,679 shares of Series
A Preferred Stock, which represent approximately 30.7% of the
outstanding Series A Preferred Stock, as follows:(2)
(i) 4,000,000 shares as the sole trustee of the Price
Family Charitable Trust U/T/D 03/13/84 ("PFCT");(3)
(ii) 267,177 shares as the sole trustee of the Sol & Helen
Price Trust U/T/D 2/20/70 ("SHPT");(4)
(iii) 1,709,502 shares as a director of The Price Family
Charitable Fund ("PFCF") and of which Mr. Price
disclaims beneficial ownership;
(iv) 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; and
(v) 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.
These shares exclude 7,547,695 shares of Series A Preferred Stock which
may be deemed to be beneficially owned by Robert Price, the son of Mr.
Price, and of which Mr. Price disclaims beneficial ownership.
(b) The power to vote and dispose of these 8,426,679 shares is as follows:
(i) As the sole trustee of each of PFCT and SHPT, Mr.
Price has sole power to vote and dispose of 4,267,177
shares.
(ii) 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. R. Price, James F. Cahill, Jack
McGrory, Allison 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
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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 Excludes shares pledged to PFCT as collateral to secure loans made by
PFCT.
4 Excludes shares pledged to SHPT as collateral to secure loans made by
SHPT.
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 4 OF 8 PAGES
Directors"). Mr. Price disclaims beneficial ownership
of these shares.
(iii) 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. R. Price, Mr. Cahill, Mr. McGrory,
Mr. Galinson, Kathy Hillan, and Mr. Satz, each of
whom is a manager of Price Group (collectively, the
"Price Group Managers"). Mr. Price disclaims
beneficial ownership of these shares.
(iv) 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. R. 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. R. Price is interim Chief Executive
Officer of PriceSmart, Inc., a Delaware corporation ("PriceSmart"). 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 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) of the Schedule 13D is amended to add the following:
(c) On December 10, 2003, the Price Group purchased 31,200 shares of Series
A Preferred Stock from SHPT 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:
CUSIP NO. 74144P205 SCHEDULE 13D/A PAGE 5 OF 8 PAGES
As disclosed in Amendment No. 8 to Schedule 13D, filed by Mr. Price
with the SEC on August 30, 2002, SDRC borrowed $23,200,000 from the
Price Family Charitable Trust ("PFCT") on August 23, 2002 (the "August
2002 Loan") in connection with its purchase of 1,450,000 shares of
Series A Preferred Stock from PFCT on August 23, 2002. On August 14,
2003, SDRC and PFCT extended the maturity date of the August 2002 Loan
from August 23, 2003 to August 23, 2004. The current outstanding
principal balance of the August 2002 Loan is approximately $16,200,000.
On December 23, 2003, SDRC borrowed (i) $4,000,000 from the SHPT (the
"SHPT Loan") and (ii) $6,000,000 from PFCT (the "PFCT Loan"). Each of
the SHPT Loan and the PFCT Loan bears interest at the rate of 7% per
annum and matures on December 31, 2004. The foregoing description of
the SHPT Loan and the PFCT Loan is qualified in its entirety by
reference to the promissory notes evidencing, respectively, the SHPT
Loan and the PFCT Loan, 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 SHPT Loan, SDRC and SHPT entered into a Pledge
and Security Agreement, dated as of December 23, 2003 (the "SHPT Pledge
Agreement"), pursuant to which SDRC pledged 322,222 shares of Series A
Preferred Stock to SHPT to secure the SHPT Loan. Under the SHPT Pledge
Agreement, SHPT does not have the right to vote or dispose of any of
the shares pledged thereunder unless SDRC is in default under the SHPT
Loan.
In connection with the PFCT Loan, SDRC and PFCT entered into a Pledge
and Security Agreement, dated as of December 23, 2003 (the "PFCT Pledge
Agreement"), pursuant to which SDRC pledged 483,333 shares of Series A
Preferred Stock to PFCT to secure the PFCT Loan. Under the PFCT Pledge
Agreement, PFCT does not have the right to vote or dispose of any of
the shares pledged thereunder unless SDRC is in default under the PFCT
Loan.
The foregoing description of the SHPT Pledge Agreement and the PFCT
Pledge Agreement is qualified in its entirety by reference to the SHPT
Pledge Agreement and the PFCT 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.
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
$4,000,000, executed and delivered as of December 23,
2003, by San Diego Revitalization Corp. in favor of
the Sol & Helen Price Trust (incorporated by
reference to Exhibit B 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
$6,000,000, executed and delivered as of December 23,
2003, by San Diego Revitalization Corp. in favor of
the Price Family Charitable Trust (incorporated by
reference to Exhibit C 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 6 OF 8 PAGES
3 Pledge and Security Agreement, dated as of December
23, 2003, by and between San Diego Revitalization
Corp. and the Sol and Helen Price Trust (incorporated
by reference to Exhibit G 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 Price Family Charitable Trust
(incorporated by reference to Exhibit H 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
SOL PRICE
/s/ Sol Price
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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
$4,000,000, executed and delivered as of December 23,
2003, by San Diego Revitalization Corp. in favor of
the Sol & Helen Price Trust (incorporated by
reference to Exhibit B 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
$6,000,000, executed and delivered as of December 23,
2003, by San Diego Revitalization Corp. in favor of
the Price Family Charitable Trust (incorporated by
reference to Exhibit C 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 Sol and Helen Price Trust (incorporated
by reference to Exhibit G 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 Price Family Charitable Trust
(incorporated by reference to Exhibit H to Amendment
No. 3 to Schedule 13D filed by San Diego
Revitalization Corp. with the SEC on January 9,
2004).