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
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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)
MARK DAITCH
THE 520 GROUP, LLC
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA 92037
TELEPHONE (858) 551-2321
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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/A PAGE 2 OF 11 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The 520 Group, LLC
81-0632131
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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
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
9,668,296 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
9,668,296 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,668,296 (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
26.2% (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. 74144P502 SCHEDULE 13D/A PAGE 3 OF 11 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry McComic
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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
United States of America
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SOLE VOTING POWER
NUMBER OF 7
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
9,668,296 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
9,668,296 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,668,296 (See Item 5)
--------------------------------------------------------------------------------
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
26.2% (See Item 5)
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 4 OF 11 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Daitch
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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
--------------------------------------------------------------------------------
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
United States of America
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SOLE VOTING POWER
NUMBER OF 7
3,405 (See Item 5)
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
9,668,296 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
3,405 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
9,668,296 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,671,701 (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
26.2% (See Item 5)
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 5 OF 11 PAGES
This Amendment No. 2 to Schedule 13D relates to the common stock,
par value $0.0004 per share, of Price Legacy Corporation ("Price Legacy Common
Stock"), a Maryland corporation ("Price Legacy"), and further amends the
Schedule 13D, filed by The 520 Group, LLC, a California limited liability
company (the "520 Group"), with the Securities and Exchange Commission (the
"SEC") on December 29, 2003 (the "Original 13D"), as amended by Amendment No. 1
thereto, filed by the 520 Group with the SEC on January 8, 2004 (the Original
13D, as so amended, being the "Schedule 13D"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended to add the following information:
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 of Price Legacy (after giving
effect to the Reverse Stock Split) and/or (y) the newly created 6.82%
Series 1 Cumulative Redeemable Preferred Stock ("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 520 Group
received 363,802 shares of Series B Preferred Stock. Prior to such stock
dividend, the 520 Group held 22,062,951 shares of Series B Preferred Stock.
In connection with the Recapitalization, (i) the 520 Group exchanged all
22,426,753 shares of Series B Preferred Stock held by the 520 Group as of
the time of the Recapitalization for an aggregate of 7,793,296 shares of
Price Legacy Common Stock pursuant to the terms of the Series B Exchange
Transactions, and (ii) Mark Daitch exchanged all 3,244 shares of Series A
Preferred Stock beneficially owned by him as of the time of the
Recapitalization for 3,405 shares of Price Legacy Common Stock pursuant to
the terms of the Series A Exchange Offer. In addition, as a result of the
Reverse Stock Split, the 5,000,000 issued and outstanding shares of Price
Legacy Common Stock and the warrants to acquire 2,500,000 shares of Price
Legacy Common Stock, in each case, held by the 520 Group immediately prior
to the Recapitalization became, respectively, 1,250,000 issued and
outstanding shares of Price Legacy Common Stock and warrants to acquire
625,000 shares of Price Legacy Common Stock.
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 6 OF 11 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)-(b) After giving effect to the Recapitalization, the 520 Group
presently beneficially owns, in the aggregate, the equivalent of
9,668,296 shares of Price Legacy Common Stock, which represent
approximately 26.2% of the outstanding Price Legacy Common
Stock.(2) These 9,668,296 shares consist of 9,043,296 issued and
outstanding shares of Price Legacy Common Stock and warrants to
acquire 625,000 shares of Price Legacy Common Stock. Of these
9,668,296 shares, the 520 Group has sole voting and dispositive
power over all of them and shared voting and dispositive power
over none; provided that if the Managers were deemed to
beneficially own any of these shares, then the 520 Group would
be deemed to share voting and dispositive power over such shares
with the Managers, and the Managers would be deemed to share
voting and dispositive power over such shares with the 520
Group.
Mr. McComic does not beneficially own any Price Legacy Common
Stock, except to the extent that he may be deemed to
beneficially own, by virtue of his position as a manager of the
520 Group, any Price Legacy Common Stock that is beneficially
owned by the 520 Group. Mr. Daitch directly beneficially owns
3,405 shares of Price Legacy Common Stock, which represent less
than 0.1% of the outstanding Price Legacy Common Stock, and over
which he has sole voting and dispositive power. Other than these
3,405 shares, Mr. Daitch does not beneficially own any Price
Legacy Common Stock, except to the extent that he may be deemed
to beneficially own, by virtue of his position as a manager of
the 520 Group, any Price Legacy Common Stock that is
beneficially owned by the 520 Group.
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
the 520 Group, the 520 Group disclaims beneficial ownership of
all Price Legacy securities that may be deemed to be
beneficially owned by any of the Managers. Each of the Managers
disclaims beneficial ownership of all Price Legacy securities
that may be deemed to be beneficially owned by the 520 Group or
by any other Manager.
(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.
Item 6 of the Schedule 13D is hereby amended to add the following information:
As disclosed previously in Amendment No. 1 to Schedule 13D, filed by the
520 Group with the SEC on January 8, 2004, the Series B Preferred Stock
held by the
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2 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) 625,000 shares of
Price Legacy Common Stock issuable upon exercise of the Warrants.
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 7 OF 11 PAGES
520 Group, as well as certain warrants held by the 520 Group for the
purchase of Price Legacy Common Stock (the "Warrants"), are subject to a
Registration Rights Agreement, dated as of September 18, 2001 (the
"Registration Rights Agreement"), among The Price Group LLC, a
California limited liability company (the "Price Group"), Warburg,
Pincus Equity Partners, L.P., a Delaware limited partnership ("WPEP"),
certain affiliates of WPEP (such affiliates, together with WPEP, being,
collectively, "Warburg Pincus"), and Price Enterprises, Inc., formerly a
Maryland corporation and a predecessor-in-interest of Price Legacy,
pursuant to which, among other things, Price Legacy granted certain
registration rights with respect to the Price Legacy Common Stock
issuable upon conversion of the Series B Preferred Stock held by the 520
Group or exercise of the Warrants. The foregoing description of the
Registration Rights Agreement is qualified in its entirety by reference
to the Registration Rights Agreement, which has been incorporated by
reference into this Schedule 13D as Exhibit 8 hereto and which is hereby
incorporated herein in its entirety in response to this Item 6.
In connection with the Recapitalization, the Price Group, the 520 Group,
and Price Legacy entered into an Amended and Restated Registration
Rights Agreement, dated as of March 11, 2004 (the "Amended Registration
Rights Agreement"), which amended and restated the Registration Rights
Agreement to substitute the 520 Group for Warburg Pincus as a party
thereto. The registration rights granted under the Amended Registration
Rights Agreement apply to, among other things, (i) the Price Legacy
Common Stock issued to the 520 Group pursuant to the Series B Exchange
Transactions and (ii) the Price Legacy Common Stock issuable to the 520
Group upon exercise of the Warrants. The foregoing description of the
Amended Registration Rights Agreement is qualified in its entirety by
reference to the Amended Registration Rights Agreement, which has been
incorporated by reference into this Schedule 13D as Exhibit 10 hereto
and which is hereby incorporated herein in its entirety in response to
this Item 6.
The information set forth in Item 3 above is incorporated herein in its
entirety in response to this Item 6.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended and restated as follows:
Exhibit No. Description of Exhibit
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1 Agreement to Assign Purchase Agreement, dated as of
December 18, 2003, by and between The Price Group LLC
and The 520 Group, LLC (incorporated by reference to
Exhibit 1 to the Schedule 13D filed by The 520 Group,
LLC with the SEC on December 29, 2003).
2 Assignment, dated as of December 18, 2003, by and
between The Price Group LLC and The 520 Group, LLC
(incorporated by reference to Exhibit 2 to the Schedule
13D filed by The 520 Group, LLC with the SEC on December
29, 2003).
3 Promissory Note, in the principal amount of $31,000,000,
executed and delivered as of January 2, 2004, by The 520
Group, LLC in favor of The Price Group LLC (incorporated
by reference to Exhibit 3 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/A PAGE 8 OF 11 PAGES
4 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).
5 Promissory Note, in the principal amount of $5,000,000,
executed and delivered as of January 2, 2004, by The 520
Group, LLC in favor of the Sol & Helen Price Trust
(incorporated by reference to Exhibit 5 to Amendment No.
1 to Schedule 13D, filed by The 520 Group, LLC with the
SEC on January 8, 2004).
6 Pledge and Security Agreement, dated as of January 2,
2004, by and between The 520 Group, LLC and The Price
Group LLC (incorporated by reference to Exhibit 6 to
Amendment No. 1 to Schedule 13D, filed by The 520 Group,
LLC with the SEC on January 8, 2004).
7 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).
8 Registration Rights Agreement, dated as of September 18,
2001, by and among Warburg, Pincus Equity Partners,
L.P., Warburg, Pincus Netherlands Equity Partners I,
C.V., Warburg, Pincus Netherlands Equity Partners II,
C.V., Warburg, Pincus Netherlands Equity Partners III,
C.V., The Price Group LLC, and Price Enterprises, Inc.
(incorporated by reference to Exhibit 10.3 to the Form
8-K filed by Price Legacy Corporation with the SEC on
September 19, 2001).
9 Agreement to File Schedule 13D Jointly, by and among the
Reporting Persons, as required by Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended
(incorporated by reference to Exhibit 9 to Amendment No.
1 to Schedule 13D, filed by The 520 Group, LLC with the
SEC on January 8, 2004).
10 Amended and Restated Registration Rights Agreement,
dated as of March 11, 2004, by and among The 520 Group,
LLC, The Price Group LLC, and Price Legacy Corporation
(incorporated by reference to Exhibit 10.4 to the Annual
Report on Form 10-K for the Fiscal Year Ended December
31, 2003, filed by Price Legacy Corporation with the SEC
on March 15, 2004).
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 9 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
THE 520 GROUP, LLC
/s/ Mark Daitch
---------------------------------
By: Mark Daitch
Title: Manager
BARRY MCCOMIC
/s/ Barry McComic
---------------------------------
MARK DAITCH
/s/ Mark Daitch
---------------------------------
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 10 OF 11 PAGES
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1 Agreement to Assign Purchase Agreement, dated as of
December 18, 2003, by and between The Price Group LLC
and The 520 Group, LLC (incorporated by reference to
Exhibit 1 to the Schedule 13D filed by The 520 Group,
LLC with the SEC on December 29, 2003).
2 Assignment, dated as of December 18, 2003, by and
between The Price Group LLC and The 520 Group, LLC
(incorporated by reference to Exhibit 2 to the Schedule
13D filed by The 520 Group, LLC with the SEC on December
29, 2003).
3 Promissory Note, in the principal amount of $31,000,000,
executed and delivered as of January 2, 2004, by The 520
Group, LLC in favor of The Price Group LLC (incorporated
by reference to Exhibit 3 to Amendment No. 1 to Schedule
13D, filed by The 520 Group, LLC with the SEC on January
8, 2004).
4 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).
5 Promissory Note, in the principal amount of $5,000,000,
executed and delivered as of January 2, 2004, by The 520
Group, LLC in favor of the Sol & Helen Price Trust
(incorporated by reference to Exhibit 5 to Amendment No.
1 to Schedule 13D, filed by The 520 Group, LLC with the
SEC on January 8, 2004).
6 Pledge and Security Agreement, dated as of January 2,
2004, by and between The 520 Group, LLC and The Price
Group LLC (incorporated by reference to Exhibit 6 to
Amendment No. 1 to Schedule 13D, filed by The 520 Group,
LLC with the SEC on January 8, 2004).
7 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).
8 Registration Rights Agreement, dated as of September 18,
2001, by and among Warburg, Pincus Equity Partners,
L.P., Warburg, Pincus Netherlands Equity Partners I,
C.V., Warburg, Pincus Netherlands Equity Partners II,
C.V., Warburg, Pincus Netherlands Equity Partners III,
C.V., The Price Group LLC, and Price Enterprises, Inc.
(incorporated by reference to Exhibit 10.3 to the Form
8-K filed by Price Legacy Corporation with the SEC on
September 19, 2001).
9 Agreement to File Schedule 13D Jointly, by and among the
Reporting Persons, as required by Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended
(incorporated by reference to Exhibit 9 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/A PAGE 11 OF 11 PAGES
10 Amended and Restated Registration Rights Agreement,
dated as of March 11, 2004, by and among The 520 Group,
LLC, The Price Group LLC, and Price Legacy Corporation
(incorporated by reference to Exhibit 10.4 to the Annual
Report on Form 10-K for the Fiscal Year Ended December
31, 2003, filed by Price Legacy Corporation with the SEC
on March 15, 2004).