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. 8)1
PRICE LEGACY CORPORATION
(Name of Issuer)
8 3/4% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK
(Title of Class of Securities)
741444301
(CUSIP Number)
JAMES F. CAHILL
PRICE ENTITIES
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA 92037
TELEPHONE (858) 551-2303
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 23, 2002
(Date of Event Which Requires Filing of this Statement)
If the 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(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 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. 741444301 SCHEDULE 13D/A PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sol Price
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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7 SOLE VOTING POWER
NUMBER OF
5,166,583 (see Item 5)
SHARES --------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,710,346 (see Item 5)
OWNED BY --------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
5,166,583 (see Item 5)
PERSON --------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
2,710,346 (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,876,929 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.7% (see Item 5)
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 3 OF 6 PAGES
This Amendment No. 8 to Schedule 13D relates to the 8 3/4% Series A
Cumulative Redeemable Preferred Stock of Price Legacy Corporation and further
amends the Schedule 13D filed by Sol Price on August 27, 1998 and subsequently
amended by Amendments No. 1 through 7 thereto (as amended, the "Schedule 13D").
The Schedule 13D is hereby further amended as follows:2
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the 8 3/4% Series A
Cumulative Redeemable Preferred Stock of Price Legacy Corporation
("Series A Preferred Stock"), 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 Sol Price, a
U.S. citizen.
(b) The principal business address of Mr. Price is 7979
Ivanhoe Avenue, Suite 520, La Jolla, California 92037.
(c) The principal occupation of Mr. Price is self-employed
investor and manager of The Price Group LLC ("Price
Group").
(d)-(e) During the last five years, Mr. Price has not 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
Item 3 is not applicable to the transaction described as transaction
number 28 in Item 5(c).
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is not applicable to the transactions described as transaction
numbers 28 through 30 in Item 5(c).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.3
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2 Transactions reported in the original Schedule 13D filed on August
27, 1998 or any of Amendments No. 1 through 7 thereto are not reported again in
this Amendment No. 8 to Schedule 13D. For information about such transactions,
please refer to such prior filings.
3 Calculation of percentage ownership hereunder is based on
approximately 27,434,166 shares of Series A Preferred Stock estimated to be
issued and outstanding as of June 30, 2002, as reported in the Current
Report on Form 8-K filed by Price Legacy with the Securities and Exchange
Commission (the "SEC") on August 12, 2002.
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 4 OF 6 PAGES
(a) Mr. Price may be deemed to beneficially own 7,876,929 shares of
Series A Preferred Stock, representing approximately 28.7% of
the outstanding Series A Preferred Stock, as follows:
(i) 4,867,956 shares as the sole trustee of the
Price Family Charitable Trust U/T/D 3/10/84
("PFCT");4
(ii) 298,627 shares as the sole trustee of the Sol
& Helen Price Trust ("SHPT");5
(iii) 291,546 shares as a director of The Price
Family Charitable Fund ("PFCF") and of which
Mr. Price disclaims beneficial ownership;
(iv) 968,800 shares as a manager of Price Group and
of which Mr. Price disclaims beneficial
ownership; and
(v) 1,450,000 shares as a director of San Diego
Revitalization Corp. ("SDRC") and of which Mr.
Price disclaims beneficial ownership.
These shares exclude 6,100,482 shares of Series A Preferred
Stock which may be deemed to be beneficially owned by Robert
Price ("Mr. R. Price"), the son of Mr. Price, and of which Mr.
Price disclaims beneficial ownership.
(b) The power to vote and dispose of these 7,876,929 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
5,166,583 shares in the aggregate.
(ii) As a director of PFCF, Mr. Price may be deemed
to share the power to vote and dispose of
291,546 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 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 968,800 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 self-employed
investor and manager of Price Group. The principal occupation
of each of Mr. Cahill,
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4 Excludes 64,133 shares of Series A Preferred Stock pledged to PFCT as
described in Item 6.
5 Excludes 12,800 shares of Series A Preferred Stock pledged to SHPT as
described in Item 6.
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 5 OF 6 PAGES
Mr. McGrory, Mr. Galinson, Ms. Hillan, and Mr. Satz is manager
of 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.
(c) 28. On December 19, 2001, PFCF made a charitable donation
of 1,000,000 shares to SDRC.
29. On January 11, 2002 SDRC transferred 2,000,000 shares
to a charitable organization at a value of $15.15 per
share.
30. On August 23, 2002 the PFCT sold 1,450,000 shares to
SDRC for $16.00 per share. The shares were purchased
with a $23,200,000 promissory note bearing interest at
8% per annum, due August 23, 2003, a copy of which is
attached as Exhibit A.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Cahill is the borrower and PFCT is the lender under a loan
agreement entered into in May 1998. The loan is secured by 64,133
shares of Series A Preferred Stock held by Mr. Cahill and pledged to
PFCT. PFCT does not have the right to vote or dispose of the pledged
shares unless the loan is in default.
Mr. McGrory is the borrower and SHPT is the lender under a loan
agreement entered into in May 1998. The loan is secured by 12,800
shares of Series A Preferred Stock held by Mr. McGrory and pledged to
SHPT. SHPT does not have the right to vote or dispose of the pledge
shares unless the loan is in default.
ITEM 7. EXHIBITS.
Exhibit A
PROMISSORY NOTE
$23,200,000 August 23, 2002
San Diego, California
FOR THE VALUE RECEIVED, the undersigned SAN DIEGO REVITALIZATION
CORPORATION, a California non-profit public benefit corporation, (the
"Borrower"), promises to pay to PRICE FAMILY CHARITABLE TRUST, a California
trust, (the "Lender") or order, at 7979 Ivanhoe Avenue, Suite 520, La Jolla,
California 92037, or such other address as may be directed in writing, the
principal sum of Twenty Three Million Two Hundred Thousand Dollars
($23,200,000), together with interest thereon at a rate of eight percent (8%)
per annum, computed from the date hereof on the basis of a three hundred
sixty-five day (365) year, actual days elapsed.
1. Payment of Principal and Interest. Interest only shall be paid in
quarterly installments on November 20th, February 20th, May 20th and August 20th
beginning on November 20, 2002, until this Note is paid in full. All unpaid
principal and accrued unpaid interest shall be due and payable in full one (1)
year from the date hereof.
2. Credit of Payments. Each payment under this Note shall be credited
in the following order: (a) costs, fees, charges and advances paid or incurred
by Lender and for which the Borrower is obligated under the terms herein; (b)
interest payable under this Note; and (c) principal under this Note. All
installments of principal and interest of this Note shall be payable in lawful
money of the United States of America.
3. Prepayment. The Borrower may prepay in whole, or from time to time
in part, and without any premium or penalty therefor, the principal amount
hereof then remaining unpaid, together with accrued unpaid interest on this
Note. Any such prepayment shall be applied first to accrued unpaid interest on
this Note and the balance to principal due hereunder.
4. Interest and Default. From and after the Maturity Date the entire
unpaid principal balance and accrued unpaid interest shall automatically bear an
annual interest rate equal to the lessor of: (a) ten percent (10%) per annum or
(b) the maximum interest rate allowed by law; in lieu of the rate provided above
herein.
5. Attorney Fees. Borrower agrees to pay the following costs, expenses,
and attorney fees paid or incurred by Lender, or adjudged by a court: (a)
reasonable costs of collection and costs, expenses, and attorney fees paid or
incurred in connection with the collection or enforcement of this Note, whether
or not suit is filed; (b) reasonable costs, expenses, and attorney fees paid or
incurred in connection with representing Lender in any bankruptcy,
reorganization, receivership, or other proceedings affecting creditors' rights
and involving a claim under this Note; and (c) costs of suit and such sum as the
court may adjudge as attorney fees in any action to enforce payment of this Note
or any part of it.
6. Waiver. Borrower, endorsers, and all other persons liable or to
become liable on this Note waive presentment, protest, and demand; notice of
protest, demand, and dishonor; and all other notices or matters of a like
nature.
7. Usury. All agreements between Borrower and Lender are expressly
limited, so that in no event or contingency, whether because of the advancement
of the proceeds of this Note, acceleration of maturity of the unpaid principal
balance, or otherwise, shall the amount
paid or agreed to be paid to Lender for the use, forbearance, or retention of
the money to be advanced under this Note exceed the highest lawful rate
permissible under applicable usury laws. If, under any circumstances,
fulfillment of any provision of this Note or any other agreement pertaining to
this Note, after timely performance of such provision is due, shall involve
exceeding the limit of validity prescribed by law that a court of competent
jurisdiction deems applicable, then, ipso facto, the obligations to be fulfilled
shall be reduced to the limit of such validity. If, under any circumstances,
Lender shall ever receive as interest an amount that exceeds the highest lawful
rate, the amount that would be excessive interest shall be applied to reduce the
unpaid principal balance under this Note and not to pay interest, or, if such
excessive interest exceeds the unpaid principal balance under this Note, such
excess shall be refunded to Borrower. This provision shall control every other
provision of all agreements between Borrower and Lender.
8. Forbearance Not a Waiver. If Lender delays in exercising or fails to
exercise any of its rights under this Note, that delay or failure shall not
constitute a waiver of any Lender rights or of any breach, default, or failure
of condition under this Note. No waiver by lender of any of its rights or of any
such breach, default, or failure of condition shall be effective, unless the
waiver is expressly stated in a writing signed by Lender.
9. Assignment. This Note inures to and binds the heirs, legal
representatives, successors, and assigns of Borrower and Lender; provided,
however, that Borrower may not assign this Note or any proceeds of it, or assign
or delegate any of its rights or obligations, without Lender's prior written
consent in each instance. Lender, in its sole discretion, may transfer this
Note, and may sell or assign participations or other interests in all or any
part of this Note, all without notice to or the consent of Borrower.
10. Severability. If any provision of this Note, or the application of
it to any party or circumstance, is held void, invalid, or unenforceable by a
court of competent jurisdiction, the remainder of this Note, and the application
of such provision to other parties or circumstances, shall not be affected
thereby, the provisions of this Note being severable in any such instance.
11. Time is of the Essence. Time is of the essence with respect to all
obligations of Borrower under this Note.
12. Governing Law. This Note shall be construed and enforceable
according to the laws of the State of California.
Executed as of the date first written above.
BORROWER
SAN DIEGO REVITALIZATION
CORPORATION
By /s/ James F. Cahill
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James F. Cahill - Executive V.P.
By /s/ Jack McGrory
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Jack McGrory - Executive V.P.
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 6 OF 6 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: September 3, 2002
SOL PRICE
/s/ Sol Price
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