SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(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. ___)(1)
PRICE LEGACY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0004 PER SHARE
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(Title of Class of Securities)
74144P502
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(CUSIP Number)
JAMES F. CAHILL
PRICE FAMILY CHARITABLE FUND
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)
MARCH 12, 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 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 11 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. 74144P502 SCHEDULE 13D PAGE 2 OF 11 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Price Family Charitable Fund
95-3842468
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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
California
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SOLE VOTING POWER
NUMBER OF 7
2,045,152 (See Item 5)
SHARES ------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY ------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
2,045,152 (See Item 5)
PERSON ------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,045,152 (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
5.6%
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TYPE OF REPORTING PERSON*
14
OO - Private Foundation
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* See instructions before filling out!
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 3 OF 11 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, par value
$0.0004 per share ("Price Legacy Common Stock"), of Price Legacy
Corporation, a Maryland corporation ("Price Legacy").
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, a California private foundation ("PFCF").
The directors and executive officers of PFCF (collectively, the
"PFCF Directors and Officers"), each of whom is a citizen of the
United States of America, 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
William Gorham Director
Joseph R. Satz Secretary
Kathy Hillan Treasurer
Each of the PFCF Directors and Officers disclaims membership in
a group with PFCF or any of the other PFCF Directors and
Officers, and PFCF disclaims membership in a group with any of
the PFCF Directors and Officers.
(b)-(c) 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.
The principal business of PFCF is to function as a private
foundation. The principal occupation of Mr. S. Price is
self-employed investor and manager of The Price Group LLC, a
California limited liability company (the "Price Group"). The
principal occupation of Mr. R. Price is interim Chief Executive
Officer of PriceSmart, Inc., a Delaware corporation. Mr. R.
Price also is a 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. 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.
(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 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.
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 4 OF 11 PAGES
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 12, 2004, Price Legacy engaged in a recapitalization of its
capital structure (the "Recapitalization"). The Recapitalization
included, among other things, (i) a 1-for-4 reverse stock split of the
Price Legacy Common Stock (the "Reverse Stock Split"), (ii) the
consummation of an exchange offer by Price Legacy for holders of the
8-3/4% Series A Cumulative Redeemable Preferred Stock of Price Legacy
("Series A Preferred Stock") to exchange their Series A Preferred Stock
for (x) Price Legacy Common Stock at the exchange ratio of one share of
Series A Preferred Stock for 1.05 shares of Price Legacy Common Stock
(after giving effect to the Reverse Stock Split) and/or (y) the newly
created 6.82% Series 1 Cumulative Redeemable Preferred Stock of Price
Legacy ("Series 1 Preferred Stock") at the exchange ratio of one share
of Series A Preferred Stock for one share of Series 1 Preferred Stock
(the "Series A Exchange Offer"), and (iii) the exchange of all of the
issued and outstanding 9% Series B Junior Convertible Preferred Stock of
Price Legacy (the "Series B Preferred Stock") for Price Legacy Common
Stock at the exchange ratio of one share of Series B Preferred Stock for
0.3475 of a share of Price Legacy Common Stock (after giving effect to
the Reverse Stock Split) (the "Series B Exchange Transactions").
The terms and conditions of the Recapitalization are described in
further detail in publicly available filings made by Price Legacy with
the SEC, including in definitive proxy materials filed by Price Legacy
with the SEC prior to the Recapitalization and the Annual Report on Form
10-K for the Fiscal Year Ended December 31, 2003, which was filed by
Price Legacy with the SEC on March 15, 2004 (the "2003 10-K").
Also on March 12, 2004, but prior to the Recapitalization, Price Legacy
issued a stock dividend on the Series B Preferred Stock equal to the
accrued and unpaid dividends on the Series B Preferred Stock as of the
date of Recapitalization. Pursuant to such stock dividend, the Price
Group received 34,005 shares of Series B Preferred Stock. Prior to such
stock dividend, the Price Group held 2,062,257 shares of Series B
Preferred Stock.
In connection with the Recapitalization, (i) PFCF exchanged all
1,709,502 shares of Series A Preferred Stock held by PFCF as of the time
of the Recapitalization for an aggregate of 1,794,977 shares of Price
Legacy Common Stock pursuant to the terms of the Series A Exchange
Offer, and (ii) all 10,530,674 other shares of Series A Preferred
Stock(2) that may have been deemed to have been beneficially owned by
any of the PFCF Directors and Officers as of the time of the
Recapitalization were exchanged for an aggregate of 11,056,596 shares of
Price Legacy Common Stock and 570 shares of Series 1 Preferred Stock
pursuant to the terms of the Series A Exchange Offer. In addition, as a
result of the Reverse Stock Split, the 1,000,700 issued and outstanding
shares of Price Legacy Common Stock held by PFCF immediately prior to
the Recapitalization became 250,175 issued and outstanding shares of
Price Legacy Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 3 above is incorporated herein in its
entirety in response to this Item 4.
The securities covered by this Schedule 13D were acquired for investment
purposes only.
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2 These 10,530,674 shares exclude the 1,709,502 shares of Series A
Preferred Stock exchanged by PFCF.
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 5 OF 11 PAGES
Other than as otherwise set forth in this Item 4, as contemplated by the
terms of the Recapitalization, or as previously disclosed in publicly
available filings made by Price Legacy or PFCF with the SEC, PFCF
presently does not have any plans or proposals which relate to or would
result in (a) the acquisition by any person of additional securities of
Price Legacy or the disposition of securities of Price Legacy; (b) an
extraordinary corporate transaction involving Price Legacy or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of
Price Legacy or any of its subsidiaries; (d) any change in the present
board of directors or management of Price Legacy; (e) any material
change in the present capitalization or dividend policy of Price Legacy;
(f) any other material change in Price Legacy's business or corporate
structure; (g) changes in Price Legacy's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition
of control of Price Legacy by any person; (h) causing a class of
securities of Price Legacy to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a
class of equity securities of Price Legacy becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (j) any other similar
action.
Although PFCF does not have any present plans to purchase additional
shares of Price Legacy Common Stock or other Price Legacy securities or
to sell any of the Price Legacy Common Stock held by it, it may
determine to make such purchases or sales, in the open market or
otherwise, depending upon price, market conditions, availability of or
need for funds, evaluation of alternative investments, and other
factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) After giving effect to the Recapitalization, PFCF presently
beneficially owns, in the aggregate, 2,045,152 issued and
outstanding shares of Price Legacy Common Stock, which represent
approximately 5.6% of the outstanding Price Legacy Common
Stock.(3) Of these 2,045,152 shares, PFCF has sole voting and
dispositive power over all of them and shared voting and
dispositive power over none.
The PFCF Directors and Officers presently may be deemed to
beneficially own, in the aggregate, the equivalent of 15,271,078
shares of Price Legacy Common Stock, which represent
approximately 42.0% of the outstanding Price Legacy Common
Stock. The beneficial ownership of shares of Price Legacy Common
Stock by each of the PFCF Directors and Officers is as
follows:(4)
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3 All calculations of percentage ownership in this Schedule 13D are
based on (i) approximately 36,278,344 shares of Price Legacy Common Stock
estimated to be issued and outstanding as of March 12, 2004 (after giving effect
to the Recapitalization), as reported in the 2003 10-K, plus (ii) the shares of
Price Legacy Common Stock issuable upon exercise of any other warrants or stock
options (if any) that may be deemed to be beneficially owned by the person(s)
whose percentage ownership is being calculated.
4 Shares of Price Legacy Common Stock disclosed for each of the PFCF
Directors and Officers include shares that may be deemed to be beneficially
owned by more than one person. In particular, the shares disclosed for each of
Mr. S. Price, Mr. R. Price, Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz, Ms.
Hillan, and Mr. Gorham all include (i) the 2,045,152 shares held by PFCF and
(ii) 1,522,500 shares held by San Diego Revitalization Corp., a California
nonprofit ("SDRC") and entity for which each of them serves as a director and/or
officer. In addition, the shares disclosed for each of Mr. S. Price, Mr. R.
Price, Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz, Ms. Hillan all include
the 3,224,614 shares (including warrants to acquire 58,420 shares) held by the
Price Group, an entity for which each of them serves as a manager.
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 6 OF 11 PAGES
Mr. S. Price presently may be deemed to beneficially own
the equivalent of 11,272,801 shares of Price Legacy
Common Stock (including warrants to acquire 58,420
shares), which represent approximately 31.0% of the
outstanding Price Legacy Common Stock, 4,480,535 shares
over which he may be deemed to have sole voting and
dispositive power and 6,792,266 shares over which he may
be deemed to have shared voting and dispositive power.
Mr. R. Price presently may be deemed to beneficially own
the equivalent of 10,351,944 shares of Price Legacy
Common Stock (including warrants to acquire 58,420
shares), which represent approximately 28.4% of the
outstanding Price Legacy Common Stock, 3,769 shares over
which he may be deemed to have sole voting and
dispositive power and 10,348,175 shares over which he
may be deemed to have shared voting and dispositive
power.
Mr. Cahill presently may be deemed to beneficially own
the equivalent of 7,019,868 shares of Price Legacy
Common Stock, which represent approximately 19.3% of the
outstanding Price Legacy Common Stock (including
warrants to acquire 58,420 shares and options
exercisable for 5,000 shares), 126,392 shares over which
he may be deemed to have sole voting and dispositive
power and 6,893,476 shares over which he may be deemed
to have shared voting and dispositive power.
Mr. McGrory presently may be deemed to beneficially own
the equivalent of 6,818,829 shares of Price Legacy
Common Stock, which represent approximately 18.8% of the
outstanding Price Legacy Common Stock (including
warrants to acquire 58,420 shares and options
exercisable for 7,250 shares), 26,563 shares over which
he may be deemed to have sole voting and dispositive
power and 6,792,266 shares over which he may be deemed
to have shared voting and dispositive power.
Mr. Galinson presently may be deemed to beneficially own
the equivalent of 6,948,911 shares of Price Legacy
Common Stock (including warrants to acquire 58,420
shares and options exercisable for 5,000 shares), which
represent approximately 19.1% of the outstanding Price
Legacy Common Stock, 5,000 shares over which he may be
deemed to have sole voting and dispositive power and
6,943,911 shares over which he may be deemed to have
shared voting and dispositive power.
Mr. Satz presently may be deemed to beneficially own the
equivalent of 6,804,866 shares of Price Legacy Common
Stock (including warrants to acquire 58,420 shares),
which represent approximately 18.7% of the outstanding
Price Legacy Common Stock, 12,600 shares over which he
may be deemed to have sole voting and dispositive power
and 6,792,266 shares over which he may be deemed to have
shared voting and dispositive power.
Ms. Hillan presently may be deemed to beneficially own
the equivalent of 6,792,266 shares of Price Legacy
Common Stock (including warrants to acquire 58,420
shares), which represent approximately 18.6% of the
outstanding Price Legacy Common Stock, no shares over
which she may be deemed to have sole
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Disclosure of shares with respect to any of the PFCF Directors and
Officers should not be construed as an admission of beneficial ownership of such
shares.
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 7 OF 11 PAGES
voting and dispositive power and 6,792,266 shares over
which she may be deemed to have shared voting and
dispositive power.
Mr. Gorham presently may be deemed to beneficially own
the equivalent of 3,582,841 shares of Price Legacy
Common Stock (including warrants to acquire 58,420
shares), which represent approximately 9.9% of the
outstanding Price Legacy Common Stock, 15,189 shares
over which he may be deemed to have sole voting and
dispositive power and 3,567,652 shares over which he may
be deemed to have shared voting and dispositive power.
Except as set forth below, to the extent that any of the PFCF
Directors and Officers may be deemed to share 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 and Ms. A. Price may be deemed to share
voting and dispositive power over 40,483 shares with
Sarah Price and 40,483 shares with Rebecca Price. Ms. S.
Price is a student, and Ms. R. Price is self-employed.
Mr. Cahill may be deemed to share voting and dispositive
power over 38,820 shares with Ben Price, 44,333 shares
with Jonas Price, and 13,122 shares with each of Elliot
Feuerstein and Ed Spring. Mr. B. Price and Mr. J. Price
are each self-employed. Mr. Feuerstein is a property
manager. Mr. Spring is an attorney.
Mr. Galinson may be deemed to share voting and/or
dispositive power over 151,645 shares with his wife
Elaine Galinson and/or one or more third parties. The
reporting person presently does not have Item 2
information for such third parties.
The principal business address of each of Ms. H. Price,
Ms. S. Price, Ms. R. Price, Mr. B. Price, Mr. J. Price,
and Ms. Galinson is 7979 Ivanhoe Avenue, Suite 520, La
Jolla, California 92037. The principal business address
of Mr. Feuerstein is 8294 Mira Mesa Boulevard, San
Diego, California 92126. The principal business address
of Mr. Spring is 10900 N.E. 4th Street, Suite 850,
Bellevue, Washington 98004.
None of Ms. H. Price, Ms. S. Price, Ms. R. Price, Mr. B.
Price, Mr. J. Price, Ms. Galinson, 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, Ms. Galinson, Mr. Feuerstein, and Mr. Spring is a
citizen of the United States of America.
The information set forth in Item 2 above is incorporated herein
in its entirety in response to this Item 5(b).
Except for Price Legacy securities that are directly owned by
PFCF, PFCF disclaims beneficial ownership of all Price Legacy
securities that may be deemed to be beneficially owned by Price
Group, SDRC or any of the PFCF Directors and Officers. Each of
the PFCF Directors and Officers
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 8 OF 11 PAGES
disclaims beneficial ownership of all Price Legacy securities
that may be deemed to be beneficially owned by the Price Group,
PFCF, SDRC, or any other PFCF Directors and Officers.
(c) The information set forth in Item 3 above is incorporated herein
in its entirety in response to this Item 5(c). The information
set forth in Item 6 below is incorporated herein in its entirety
in response to this Item 5(c).
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As previously disclosed in Amendment No. 1 to Schedule 13D with respect
to the Series A Preferred Stock, filed by PFCF with the SEC on January
12, 2004 (the "January 2004 Schedule 13D/A"), on January 2, 2004, PFCF
loaned $43,000,000 to The 520 Group, LLC, a California limited liability
company (the "520 Group") (the "520 Group Loan"). The 520 Group Loan
bears interest at the rate of 3-month LIBOR plus 325 basis points and
matures on December 31, 2006. The foregoing description of the 520 Group
Loan is qualified in its entirety by reference to the promissory note
evidencing the 520 Group Loan, which has been incorporated by reference
into this Schedule 13D as Exhibit 1 to this Schedule 13D and which is
hereby incorporated herein in its entirety in response to this Item 6.
Also as previously disclosed in the January 2004 Schedule 13D/A, in
connection with the 520 Group Loan, the 520 Group and PFCF entered into
a Pledge and Security Agreement, dated as of January 2, 2004 (the "520
Group Pledge Agreement"), pursuant to which the 520 Group pledged (i)
2,905,405 shares of Price Legacy Common Stock (prior to giving effect to
the Reverse Stock Split) and (ii) 10,451,099 shares of Price Legacy 9%
Series B Junior Convertible Preferred Stock, which shares were exchanged
for Price Legacy Common Stock pursuant to the terms of the Series B
Exchange Transactions, in each case, to secure the 520 Group Loan. Under
the 520 Group Pledge Agreement, PFCF does not have the right to vote or
dispose of any of the shares pledged thereunder unless the 520 Group is
in default under the 520 Group Loan. The foregoing description of the
520 Group Pledge Agreement is qualified in its entirety by reference to
the 520 Group Pledge Agreement, which has been incorporated by reference
into this Schedule 13D as Exhibit 2 to this Schedule 13D and which is
hereby incorporated herein in its entirety in response to this Item 6.
With respect to Mr. S. Price and Ms. H. Price, the information set forth
in Item 6 of the Schedule 13D relating to Price Legacy Common Stock,
filed by Mr. S. Price with the SEC on or around March 19, 2004, and such
other information set forth in Item 6 of any amendment thereto filed
with the SEC from time to time, are hereby incorporated herein by
reference in its entirety in response to this Item 6.
With respect to Mr. R. Price and Ms. A. Price, the information set forth
in Item 6 of the Schedule 13D relating to Price Legacy Common Stock,
filed by Mr. R. Price with the SEC on or around March 19, 2004, and such
other information set forth in Item 6 of any amendment thereto filed
with the SEC from time to time, are hereby incorporated herein by
reference in its entirety in response to this Item 6.
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 9 OF 11 PAGES
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit No. Description of Exhibit
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1 Promissory Note, in the principal amount of $43,000,000,
executed and delivered as of January 2, 2004, by The 520
Group, LLC in favor of the Price Family Charitable Fund
(incorporated by reference to Exhibit 4 to Amendment No.
1 to Schedule 13D filed by The 520 Group, LLC with the
SEC on January 8, 2004).
2 Pledge and Security Agreement, dated as of January 2,
2004, by and between The 520 Group, LLC and the Price
Family Charitable Fund (incorporated by reference to
Exhibit 7 to Amendment No. 1 to Schedule 13D filed by
The 520 Group, LLC with the SEC on January 8, 2004).
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 10 OF 11 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: March 19, 2004
PRICE FAMILY CHARITABLE FUND
/s/ James F. Cahill
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By: James F. Cahill
Title: Manager
CUSIP NO. 74144P502 SCHEDULE 13D PAGE 11 OF 11 PAGES
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1 Promissory Note, in the principal amount of $43,000,000,
executed and delivered as of January 2, 2004, by The 520
Group, LLC in favor of the Price Family Charitable Fund
(incorporated by reference to Exhibit 4 to Amendment No.
1 to Schedule 13D filed by The 520 Group, LLC with the
SEC on January 8, 2004).
2 Pledge and Security Agreement, dated as of January 2,
2004, by and between The 520 Group, LLC and the Price
Family Charitable Fund (incorporated by reference to
Exhibit 7 to Amendment No. 1 to Schedule 13D filed by
The 520 Group, LLC with the SEC on January 8, 2004).