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. 1)(1)
PRICE LEGACY CORPORATION
----------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0004 PER SHARE
----------------------------------------------------------------------------
(Title of Class of Securities)
74144P502
----------------------------------------------------------------------------
(CUSIP Number)
JAMES F. CAHILL
PRICE FAMILY CHARITABLE FUND
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)
DECEMBER 21, 2004
----------------------------------------------------------------------------
(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 6 pages)
-------------
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 6 PAGES
--------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Price Family Charitable Fund
95-3842468
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
--------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
0
SHARES ------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY ------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0
PERSON ------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.0%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO - Private Foundation
--------------------------------------------------------------------------------
* See instructions before filling out!
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 3 OF 6 PAGES
This Amendment No. 1 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 amends the Schedule 13D,
filed by the Price Family Charitable Fund, a private foundation ("PFCF"), with
the Securities and Exchange Commission on March 19, 2004 (the "Original 13D"
and, 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 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended to include the following
information:
(a)-(c) On December 21, 2004, PL Acquisition Corp. merged with and into
Price Legacy (the "Merger"). Pursuant to the terms of the
Merger, (i) each share of Price Legacy Common Stock was
converted into the right to receive $19.097 in cash, (ii) each
unvested stock option for Price Legacy Common Stock was
accelerated and became fully vested, and (iii) each vested stock
option for Price Legacy Common Stock was converted into the
right to receive $19.097 in cash less the cash exercise price of
such option.
Immediately prior to the Merger, PFCF beneficially owned
2,045,152 shares of Price Legacy Common Stock. Pursuant to the
Merger, the 2,045,152 shares were converted into the right to
receive an aggregate of $39,056,267.74 in cash, and PFCF ceased
to beneficially own any Price Legacy Common Stock.
Immediately prior to the Merger, the PFCF Directors and Officers
may have been deemed to have beneficially owned, in the
aggregate, the equivalent of 13,564,019 shares of Price Legacy
Common Stock (including options exercisable for 17,251 shares of
Price Legacy Common Stock). Pursuant to the Merger, such
equivalent of 13,564,019 shares was converted into the right to
receive an aggregate of $258,782,371.76 in cash, and the PFCF
Directors and Officers ceased to beneficially own any Price
Legacy Common Stock, including any Price Legacy Common Stock
that any of them may have been deemed to have beneficially
owned. Specifically, pursuant to the Merger, and in addition to
the conversion of shares held by PFCF:
(i) 4,341,525 shares beneficially owned by Sol Price
immediately prior to the Merger were converted
into the right to receive an aggregate of
$82,910,102.93 in cash;
(ii) 3,559,678 shares beneficially owned by Robert E.
Price immediately prior to the Merger were
converted into the right to receive an aggregate
of $67,979,170.77 in cash;
(iii) 2,524 shares beneficially owned by Jack McGrory
immediately prior to the Merger were converted
into the right to receive an aggregate of
$48,200.83 in cash;
(iv) 216,537 shares beneficially owned by James F.
Cahill immediately prior to the Merger were
converted into the right to receive an aggregate
of $4,135,207.09 in cash;
(v) 85,560 shares beneficially owned by Murray
Galinson immediately prior to the Merger were
converted into the right to receive an aggregate
of $1,633,939.32 in cash;
(vi) 2,100 shares beneficially owned by Joe Satz
immediately prior to the Merger were converted
into the right to receive an aggregate of
$40,103.70 in cash;
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 4 OF 6 PAGES
(vii) 5,000 shares beneficially owned by William
Gorham immediately prior to the Merger were
converted into the right to receive an aggregate
of $95,485.00 in cash;
(viii) options beneficially owned by Mr. McGrory that
were exercisable for an aggregate of 7,251
shares were converted into the right to receive
an aggregate of $30,673.27 in cash;
(ix) options beneficially owned by Mr. Cahill that
were exercisable for an aggregate of 5,000
shares were converted into the right to receive
an aggregate of $24,535.00 in cash;
(x) options beneficially owned by Mr. Galinson that
were exercisable for an aggregate of 5,000
shares were converted into the right to receive
an aggregate of $24,535.00 in cash;
(xi) 3,166,194 shares that each of Mr. S. Price, Mr.
R. Price, Mr. McGrory, Mr. Cahill, Mr. Galinson,
Mr. Satz and Ms. Hillan may have been deemed to
have beneficially owned as a manager of The
Price Group LLC, a California limited liability
company, and of which each of them disclaims
beneficial ownership, were converted into the
right to receive an aggregate of $60,464,806.82
in cash; and
(xii) 122,498 shares that that each of Mr. S. Price,
Mr. R. Price, Mr. McGrory, Mr. Cahill, Mr.
Galinson, Mr. Satz, Ms. Hillan and Mr. Gorham
may have been deemed to have beneficially owned
as a director or officer of San Diego
Revitalization Corp., a California nonprofit
corporation, and of which each of them disclaims
beneficial ownership, were converted into the
right to receive an aggregate of $2,339,344.31
in cash.
In addition to the transactions described above, the following
PFCF Directors and Officers engaged in the following
transactions in Price Legacy Common Stock within the past 60
days:
(i) On November 8, 2004, Mr. McGrory sold 4,000
shares of Price Legacy Common Stock on the open
market for $18.90 per share.
(ii) On November 9, 2004, Mr. McGrory sold 806 shares
of Price Legacy Common Stock on the open market
for $18.90 per share.
(iii) On November 10, 2004, Mr. McGrory sold 5,951
shares of Price Legacy Common Stock on the open
market for $18.90 per share.
(iv) On November 11, 2004, Mr. McGrory sold 5,000
shares of Price Legacy Common Stock on the open
market for $18.90 per share.
(v) On November 12, 2004, Mr. McGrory sold 1,032
shares of Price Legacy Common Stock on the open
market for $18.90 per share.
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 5 OF 6 PAGES
(vi) On November 18, 2004, Mr. S. Price sold 3,000
shares of Price Legacy Common Stock on the open
market for $19.00 per share.
(vii) On November 19, 2004, Mr. S. Price sold 1,000
shares of Price Legacy Common Stock on the open
market for $19.00 per share.
(viii) On November 23, 2004, Mr. S. Price sold 10,000
shares of Price Legacy Common Stock on the open
market for $19.00 per share.
(ix) On November 24, 2004, Mr. S. Price sold 20,000
shares of Price Legacy Common Stock on the open
market for $19.00 per share.
(d) Not applicable.
(e) December 21, 2004.
CUSIP NO. 74144P502 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: December 23, 2004
PRICE FAMILY CHARITABLE FUND
/s/ James F. Cahill
-----------------------------------
By: James F. Cahill
Title: Vice President