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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2002

PRICE LEGACY CORPORATION
(Exact Name of Registrant as Specified in Charter)

Maryland 0-20449 33-0628740
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

17140 Bernardo Center Drive, Suite 300
San Diego, CA 92128
(Address of Principal Executive Offices)


(858) 675-9400
(Registrant's telephone number, including area code)




ITEM 9.    REGULATION FD DISCLOSURE

        On August 12, 2002, the Registrant filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 with the Securities and Exchange Commission. In connection with the filing of the Form 10-Q, the Registrant has provided to the Securities and Exchange Commission the certifications below, as required by 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002:


Certification of Chief Executive Officer

        Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Price Legacy Corporation (the "Company") hereby certifies, to such officer's knowledge, that:

Dated: August 12, 2002   /s/  GARY B. SABIN      
Gary B. Sabin
Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Certification of Chief Financial Officer

        Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Price Legacy Corporation (the "Company") hereby certifies, to such officer's knowledge, that:

Dated: August 12, 2002   /s/  JAMES Y. NAKAGAWA      
James Y. Nakagawa
Chief Financial Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 12, 2002   PRICE LEGACY CORPORATION

 

 

By:

 

/s/  
JAMES Y. NAKAGAWA      
    Name:   James Y. Nakagawa
    Title:   Chief Financial Officer

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Certification of Chief Executive Officer
Certification of Chief Financial Officer
SIGNATURES