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. 2)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
SAN DIEGO REVITALIZATION CORP.
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 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. 741444301 SCHEDULE 13D/A PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
San Diego Revitalization Corp.
33-0898712
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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 (see Item 3)
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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
California
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,450,000
OWNED BY -----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
0
PERSON -----------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,450,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,450,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14 TYPE OF REPORTING PERSON*
OO - Nonprofit Corporation
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CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 3 OF 8 PAGES
This Amendment No. 2 to Schedule 13D relates to the 8 3/4%
Series A Cumulative Redeemable Preferred Stock of Price Legacy Corporation, a
Maryland corporation, and amends the Schedule 13D filed by San Diego
Revitalization Corp., a California nonprofit corporation, on January 11, 2002
(the "Schedule 13D"). The Schedule 13D is hereby amended and restated in its
entirety as follows:
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 San Diego
Revitalization Corp., a California nonprofit corporation
("SDRC").
The directors and executive officers of SDRC (collectively,
the "SDRC Directors and Officers"), each of whom is a
citizen of the United States, are as follows:
Sol Price Director, Chairman of the Board, and
President
Robert E. Price Director and Executive Vice President
James F. Cahill Director and Executive Vice President
Jack McGrory Director and Executive Vice President
Allison Price Director
Murray Galinson Director
William Gorham Director
Kathy Hillan Treasurer
Joseph R. Satz Secretary
Each of the SDRC Directors and Officers disclaims
membership in a group with SDRC, and SDRC disclaims
membership in a group with any of the SDRC Directors and
Officers.
(b) The principal executive office of SDRC and the principal
business address of each of the SDRC Directors and Officers
is 7979 Ivanhoe Avenue, Suite 520, La Jolla, California
92037.
(c) The principal business of SDRC is to purchase, develop, and
rehabilitate real estate in the community of City Heights,
San Diego, California, in furtherance of its goals of,
among other things, combating community deterioration,
providing low income and decent affordable housing, and
reducing crime through housing improvements, in the City
Heights neighborhood.
The principal occupation of each of Mr. S. Price and Mr. R.
Price is self-employed investor and manager of The Price
Group LLC, a California limited liability company ("Price
Group"). The principal occupation of each of Mr. Cahill,
Mr. McGrory, Mr. Galinson, Mr. Satz, and Ms. Hillan is
manager of Price Group. The principal occupation of Mr.
Gorham is self-employed investor. Ms. A. Price is not
presently employed.
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 4 OF 8 PAGES
(d)-(e) During the last five years, neither SDRC nor any of the
SDRC 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 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
1. On October 2, 2001, the Price Family Charitable Fund, a private
foundation ("PFCF"), made a charitable donation of 700,000 shares
of Series A Preferred Stock to SDRC.
2. On October 3, 2001, PFCF made a charitable donation of 300,000
shares of Series A Preferred Stock to SDRC.
3. On December 19, 2001, PFCF made a charitable donation of
1,000,000 shares of Series A Preferred Stock to SDRC.
4. On January 11, 2002, SDRC transferred 2,000,000 shares of Series
A Preferred Stock, as well as other consideration, to the San
Diego Foundation Charitable Real Estate Fund, a charitable
organization ("SDF"), in exchange for all of SDF's interests in
CHR. The parties to the transaction valued the transferred shares
of Series A Preferred Stock at $15.15 per share.
5. On August 23, 2002 SDRC purchased 1,450,000 shares for $16.00 per
share in a private transaction from the Price Family Charitable
Trust. The shares were purchased with a $23,200,000 promissory
note, due August 23, 2003, at an interest rate of 8%, a copy of
which is attached as Exhibit A.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth above in Item 3 is incorporated herein by
reference. All shares of Series A Preferred Stock held by SDRC were
held for investment purposes only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) SDRC presently beneficially owns 1,450,000 shares of
Series A Preferred Stock, representing approximately 5.3%
of the issued and outstanding Series A Preferred Stock.
SDRC Directors and Officers may be deemed to beneficially
own, in the aggregate, 11,673,928 shares of Series A
Preferred Stock, representing approximately 42.6% of the
issued and outstanding Series A Preferred Stock.2 The
beneficial ownership of shares by each of the SDRC
Directors and Officers is as follows:3
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2 Calculation of percentage ownership of Series A Preferred Stock is
based on approximately 27,434,166 shares 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.
3 Shares of Series A Preferred Stock disclosed for each of the SDRC
Directors and Officers include shares that may be deemed to be beneficially
owned by more than one person. Specifically, the shares disclosed for each of
Mr. S. Price, Mr. R. Price, Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Gorham,
Mr. Satz, and Ms. Hillan all include 291,546 shares held by PFCF and 1,450,000
shares held by SDRC, entities for which each of them serves as a director and/or
officer. The shares disclosed for each of Mr. S. Price, Mr. R. Price, Mr.
Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz, and Ms. Hillan also all include
968,800 shares held by Price Group, an entity for which each of them serves as a
manager.
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 5 OF 8 PAGES
Mr. S. Price may be deemed to beneficially own 7,876,929
shares, representing approximately 28.7% of the issued and
outstanding Series A Preferred Stock, 5,166,583 shares over
which he has sole voting and dispositive power and 2,710,346
shares over which he has shared voting and dispositive
power.
Mr. R. Price may be deemed to beneficially own 6,100,482
shares, representing approximately 22.2% of the issued and
outstanding Series A Preferred Stock, 1,552 shares over
which he has sole voting and dispositive power and 6,098,930
shares over which he has shared voting and dispositive
power. Ms. A Price is the wife of Mr. R. Price. To the
extent that she may be deemed to beneficially own any
shares, those shares are included in the shares reported as
may be deemed to be beneficially owned by Mr. R. Price.
Mr. Cahill may be deemed to beneficially own 2,918,604
shares, representing approximately 10.6% of the issued and
outstanding Series A Preferred Stock, 110,316 shares over
which he has sole voting and dispositive power and 2,808,288
shares over which he has shared voting and dispositive
power.
Mr. McGrory may be deemed to beneficially own 2,749,299
shares, representing approximately 10.0% of the issued and
outstanding Series A Preferred Stock, 18,254 shares over
which he has sole voting and dispositive power and 2,731,045
shares over which he has shared voting and dispositive
power.
Mr. Galinson may be deemed to beneficially own 2,856,032
shares, representing approximately 10.4% of the issued and
outstanding Series A Preferred Stock, no shares over which
he has sole voting and dispositive power and 2,856,032
shares over which he has shared voting and dispositive
power.
Mr. Gorham may be deemed to beneficially own 1,755,512
shares, representing approximately 6.4% of the issued and
outstanding Series A Preferred Stock, 13,966 shares over
which he has sole voting and dispositive power and 1,741,546
shares over which he has shared voting and dispositive
power.
Mr. Satz may be deemed to beneficially own 2,710,346 shares,
representing approximately 9.9% of the issued and
outstanding Series A Preferred Stock, no shares over which
he has sole voting and dispositive power and 2,710,346
shares over which he has shared voting and dispositive
power.
Ms. Hillan may be deemed to beneficially own 2,710,346
shares, representing approximately 9.9% of the issued and
outstanding Series A Preferred Stock, no shares over which
she has sole voting and dispositive power and 2,710,346
shares over which she has shared voting and dispositive
power.
The information set forth above in Item 2 is incorporated herein by
reference. Except as set forth below, to the extent that any of the
SDRC Directors and Officers shares the power to vote or dispose of any
of the shares disclosed above, such power is shared only with one or
more of the SDRC Directors and Officers. The exceptions are as
follows:
Helen Price, the wife of Mr. S. Price, is a director of
PFCF. Accordingly, to the extent that any of the SDRC
Directors and
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Disclosure of shares with respect to any of the SDRC Directors and
Officers should not be construed as any admission of beneficial ownership of
such shares.
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 6 OF 8 PAGES
Officers may be deemed to beneficially own any shares held
by PFCF, such person shares the power to vote or dispose of
such shares not only with each of the other SDRC Directors
and Officers but also with Ms. H. Price. Ms. H. Price is not
presently employed. To the extent that Ms. H. Price may be
deemed to beneficially own any shares, those shares are
included in the shares reported as may be deemed to be
beneficially owned by Mr. S. Price.
Mr. R. Price shares voting and dispositive power over 38,556
shares with Sarah Price and 48,472 shares with Rebecca
Price. Ms. S. Price is a student, and Ms. R. Price is
self-employed.
Mr. Cahill shares voting and dispositive power over 36,972
shares with Ben Price, 48,472 shares with Jonas Price, and
145,686 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 shares voting and dispositive power over
145,686 shares with his wife, Elaine Galinson. Ms. Galinson
is not presently employed.
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. H. Price, 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.
(c) The information set forth above in Item 3 is incorporated herein
by reference.
On July 23, 2002, the Jonas Price Trust, of which Mr. Cahill
serves as a co-trustee, purchased 11,500 shares for 15.65 per
share on the open market.
On August 16, 2002, Elaine Galinson, spouse of Mr. Galinson,
purchased 1,875 shares for 15.90 per share in a private
transaction.
On August 23, 2002, the Price Family Charitable Trust, of which
Mr. S. Price is trustee, sold 1,450,000 shares to SDRC for 16.00
per share.
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 7 OF 8 PAGES
(d) Not applicable.
(e) August 23, 2002.
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
--------------------------------
James F. Cahill - Executive V.P.
By /s/ Jack McGrory
---------------------------------
Jack McGrory - Executive V.P.
CUSIP NO. 741444301 SCHEDULE 13D/A PAGE 8 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: September 3, 2002
SAN DIEGO REVITALIZATION CORP.
/s/ James F. Cahill
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By: James F. Cahill
Title: Executive Vice President