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
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(Title of Class of Securities)
74144P106
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(CUSIP Number)
JAMES F. CAHILL
THE PRICE GROUP LLC
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)
SEPTEMBER 22, 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 4 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. 74144P106 SCHEDULE 13D/A PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
52-2255962
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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
WC, 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
7,364,996 (See Item 5)
SHARES ------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY ------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
7,364,996 (See Item 5)
PERSON ------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,364,996 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X] (See Item 5)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.9% (See Item 5)
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TYPE OF REPORTING PERSON*
14
OO - Limited Liability Company
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* See instructions before filling out!
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 3 OF 4 PAGES
This Amendment No. 3 relates to the common stock, par value $0.0001 per
share (the "Price Legacy Common Stock"), of Price Legacy Corporation, a Maryland
corporation ("Price Legacy"), and amends the Schedule 13D, filed by The Price
Group LLC, a California limited liability company ("Price Group"), with the
Securities and Exchange Commission (the "SEC") on September 28, 2001 (the
"Original 13D"), as amended by Amendment No. 1 thereto, filed by Price Group
with the SEC on October 19, 2001 (the "Schedule 13D"), and by Amendment No. 2
thereto, filed by Price Group with the SEC on September 11, 2003. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Original 13D and amendments thereto.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended to include the following:
On September 22, 2003, Price Legacy issued a press release regarding
transactions intended to result in a significant simplification of its
capital structure and the overhauling of its senior management. Such press
release was attached as Exhibit 99.1 to the Current Report on Form 8-K
filed by Price Legacy with the SEC on September 23, 2003. Such press
release is incorporated herein by reference as Exhibit 7 to this Schedule
13D, and the information set forth in such press release is incorporated
herein by reference in response to this Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to include the following:
EXHIBIT DESCRIPTION
7. Press Release issued by Price Legacy Corporation on
September 22, 2003 (incorporated by reference to Exhibit 99.1
to the Current Report on Form 8-K filed by Price Legacy
Corporation with the SEC on September 23, 2003).
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: September 29, 2003
THE PRICE GROUP LLC
/s/ James F. Cahill
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By: James F. Cahill
Title: Manager
CUSIP NO. 74144P106 SCHEDULE 13D/A PAGE 4 OF 4 PAGES
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1. Agreement and Plan of Merger, dated as of March 21, 2001, among
Price Enterprises, Inc., PEI Merger Sub, Inc., and Excel Legacy
Corporation (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by Price Enterprises, Inc. with
the SEC on March 23, 2001).
2. Conversion Agreement, dated as of April 12, 2001, among Price
Enterprises, Inc., The Sol and Helen Price Trust, Excel Legacy
Corporation, Warburg, Pincus Equity Partners, L.P., Warburg,
Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus
Netherlands Equity Partners II, C.V., and Warburg, Pincus
Netherlands Equity Partners III, C.V. (incorporated by reference
to Exhibit 10.2 to the Quarterly Report on Form 10-Q/A filed by
Price Enterprises, Inc. with the SEC on May 24, 2001).
3. Form of Common Stock Purchase Warrant (incorporated by reference
to Exhibit 10.5 to the Current Report on Form 8-K filed by Price
Enterprises, Inc. with the SEC on March 23, 2001).
4. Registration Rights Agreement, dated as of September 18, 2001,
among The Price Group LLC, Price Enterprises, Inc., Warburg,
Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity
Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II,
C.V., and Warburg, Pincus Netherlands Equity Partners III, C.V.
(incorporated by reference to Exhibit 10.3 to the Current Report
on Form 8-K filed by Price Legacy Corporation with the SEC on
September 19, 2001).
5. Purchase Agreement, dated as of September 9, 2003, by and among
The Price Group LLC, Warburg, Pincus Equity Partners, L.P.,
Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg,
Pincus Netherlands Equity Partners II, C.V., and Warburg, Pincus
Netherlands Equity Partners III, C.V. (incorporated by reference
to Exhibit 5 to Amendment No. 2 to Schedule 13D filed by The
Price Group LLC on September 11, 2003).
6. Letter Agreement, dated as of September 9, 2003, by and between
The Price Group LLC and Price Legacy Corporation (incorporated by
reference to Exhibit 6 to Amendment No. 2 to Schedule 13D filed
by The Price Group LLC on September 11, 2003).
7. Press Release issued by Price Legacy Corporation on September 22,
2003 (incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K filed by Price Legacy Corporation with the SEC
on September 23, 2003).