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. 3)(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)
JUNE 16, 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
9,043,296 (See Item 5)
OWNED BY --------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
PERSON --------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
9,043,296 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,043,296 (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
24.7% (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
9,043,296 (See Item 5)
OWNED BY --------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
PERSON --------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
9,043,296 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,043,296 (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
24.7% (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
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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
3,405 (See Item 5)
SHARES --------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
9,043,296 (See Item 5)
OWNED BY --------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
3,405 (See Item 5)
PERSON --------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
9,043,296 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,046,701 (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
24.7% (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. 3 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, and Amendment
No. 2 thereto, filed by the 520 Group with the SEC on March 19, 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 June 16, 2004, the 520 Group borrowed $50,000,000 from Wells Fargo
Bank, National Association ("Wells Fargo") (the "Wells Fargo Loan"),
pursuant to a Secured Loan Agreement, dated as of June 10, 2004 (the
"Wells Fargo Loan Agreement"), by and between the 520 Group, as
borrower, and Wells Fargo, as lender. The proceeds from the Wells Fargo
loan were used to repay a portion of the Price Group Loan, the PFCF
Loan, and the SHPT Loan (collectively, the "Existing Loans").(2) After
giving effect to such repayments, the aggregate outstanding principal
balance of the Existing Loans is approximately $29,000,000.
On June 22, 2004, the 520 Group donated warrants to acquire 625,000
shares of Price Legacy Common Stock to a charitable organization.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)-(b) The 520 Group presently beneficially owns, in the aggregate,
9,043,296 shares of Price Legacy Common Stock, which represent
approximately 24.7% of the outstanding Price Legacy Common
Stock.(3) Of these 9,043,296 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
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2 For a description of the Existing Loans, please refer to Amendment No.
1 to this Schedule 13D, filed by the 520 Group with the SEC on January 8, 2004.
Certain promissory notes and pledge and security agreements executed in
connection with the Existing Loans were filed as Exhibits 3 through 7 hereto,
and all descriptions herein of the Prior Loans are qualified by reference to
such promissory notes and pledge and security agreements in their entirety.
3 All calculations of percentage ownership in this Schedule 13D are
based on approximately 36,645,994 shares of Price Legacy Common Stock estimated
to be issued and outstanding as of June 8, 2004, as reported in the Amendment
No. 1 to Form S-3, filed by Price Legacy with the SEC on June 14, 2004.
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 6 OF 11 PAGES
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:
The information set forth in Item 3 above is incorporated herein in its
entirety in response to this Item 6.
The 520 Group's obligations under the Wells Fargo Loan are secured by
shares of Price Legacy Common Stock pledged by the 520 Group to Wells
Fargo (the "Pledged Securities") under a Securities Pledge and Security
Agreement, dated as of June 10, 2004 (the "Wells Fargo Pledge
Agreement"), by and between the 520 Group, as pledgor, and Wells Fargo,
as pledgee. In connection therewith, the 520 Group also granted to Wells
Fargo, pursuant to the Wells Fargo Pledge Agreement, a security interest
in the 520 Group's rights under that certain Amended and Restated
Registration Rights Agreement, dated as of March 11, 2004 (the "Amended
Registration Rights Agreement"), by and among the 520 Group, The Price
Group LLC, a California limited liability company (the "Price Group"),
and Price Legacy.(4)
The Pledged Securities are held in a securities account that is subject
to a Securities Account Control Agreement, dated as of June 10, 2004
(the "Control Agreement"), by and among the 520 Group, Wells Fargo, as
the secured party, and Wells Fargo Institutional Securities, LLC, as
securities intermediary. Under the Control Agreement, the 520 Group may
not withdraw any Pledged Securities from such securities account without
Wells Fargo's prior written consent. In addition, the Wells Fargo Pledge
Agreement prohibits the 520 Group from selling, assigning, transferring,
exchanging or otherwise disposing of any of the Pledged Securities
without Wells Fargo's prior written consent. Pursuant to the Wells Fargo
Pledge Agreement, the 520 Group has appointed Wells Fargo as its
proxyholder to vote the Pledged Securities from and after a default
under
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4 As previously disclosed in Amendment No. 2 to this Schedule 13D, filed
by the 520 Group with the SEC on March 19, 2004, the Amended Registration Rights
Agreement granted to the 520 Group certain registration rights with respect to
certain Price Legacy Common Stock held by the 520 Group. The Amended
Registration Rights Agreement was incorporated into this Schedule 13D by
reference as Exhibit 10 hereto, and all descriptions herein of the Amended
Registration Rights Agreement are qualified by reference thereto in its
entirety.
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 7 OF 11 PAGES
the Wells Fargo Loan Agreement. Prior to such a default, however, the
520 Group may continue to vote the Pledged Securities.
As of June 16, 2004, the Pledged Securities consisted of 6,249,999
shares of Price Legacy Common Stock. Under the terms of the Wells Fargo
Pledge Agreement, for so long as the Wells Fargo Loan is outstanding,
(i) the Pledged Securities must consist of no less than 1,000,000 shares
of Price Legacy Common Stock, (ii) the market value of the Pledged
Securities, in the aggregate, must not be less than $11,500,000, and
(iii) the market value of the Pledged Securities, in the aggregate, must
equal or exceed 200% of the then outstanding principal balance of the
Wells Fargo Loan. The Wells Fargo Pledge Agreement also provides that,
in the event the market value of the Pledged Securities is less than
$11,500,000 or 200% of the then outstanding principal balance of the
Wells Fargo Loan, Wells Fargo may require the 520 Group to remedy the
situation by either repaying principal or adding additional shares of
Price Legacy Common Stock to the Pledged Securities, as appropriate.
Conversely, under the Wells Fargo Pledge Agreement, (i) the 520 Group
may request the release of an appropriate portion of the Pledged
Securities if the market value of the Pledged Securities, in the
aggregate, exceeds 225% of the outstanding principal balance of the
Wells Fargo Loan, (ii) Wells Fargo is required to release an appropriate
portion of the Pledged Securities whenever the 520 Group makes permitted
principal payments in excess of $10,000,000, and (iii) Wells Fargo is
required to release all of the Pledged Securities upon repayment in full
of the Wells Fargo Loan. As a result, the number of shares of Price
Legacy Common Stock held by the 520 Group that constitute Pledged
Securities may vary from time to time depending upon, among other
things, changes in the outstanding principal balance of the Wells Fargo
Loan (including by reason of repayment of principal) and changes in the
market value of Price Legacy Common Stock.
The 520 Group's obligations under the Wells Fargo Loan are guaranteed by
(i) Sol Price, an individual, pursuant to a Repayment Guaranty, dated as
of June 10, 2004, by Mr. Price in favor of Wells Fargo (the "Sol
Guarantee"), (ii) the Price Group, pursuant to a Repayment Guaranty,
dated as of June 10, 2004, by the Price Group in favor of Wells Fargo
(the "Price Group Guarantee"), and (iii) the Sol and Helen Price Trust
("SHPT"), pursuant to a Repayment Guaranty, dated as of June 10, 2004,
by SHPT in favor of Wells Fargo (the "SHPT Guarantee").
The foregoing description of the Wells Fargo Loan, and the agreements
and other documents executed in connection therewith, is qualified in
its entirety by reference to the Wells Fargo Loan Agreement, the
promissory note executed in connection therewith, the Wells Fargo Pledge
Agreement, the Control Agreement, the Sol Guarantee, the Price Group
Guarantee, and the SHPT Guarantee, which are being filed with this
Schedule 13D as, respectively, Exhibits 11 through 17 hereto, and which
are hereby incorporated herein in their 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 to add the following
information:
Exhibit No. Description of Exhibit
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11 Secured Loan Agreement, dated as of June 10, 2004, by
and between The 520 Group, LLC and Wells Fargo Bank,
National Association.
12 Promissory Note, dated as of June 10, 2004, in the
principal amount of $50,000,000, by The 520 Group, LLC
in favor of Wells Fargo Bank, National Association.
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 8 OF 11 PAGES
13 Securities Pledge and Security Agreement, dated as of
June 10, 2004, by and between The 520 Group, LLC and
Wells Fargo Bank, National Association.
14 Securities Account Control Agreement, dated as of June
10, 2004, by and among The 520 Group, LLC, Wells Fargo
Bank, National Association, and Wells Fargo
Institutional Securities, LLC.
15 Repayment Guarantee, dated as of June 10, 2004, by Sol
Price in favor of Wells Fargo Bank, National
Association.
16 Repayment Guarantee, dated as of June 10, 2004, by The
Price Group LLC in favor of Wells Fargo Bank, National
Association.
17 Repayment Guarantee, dated as of June 10, 2004, by the
Sol and Helen Price Trust in favor of Wells Fargo Bank,
National Association.
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: June 23, 2004
THE 520 GROUP, LLC
/s/ Mark Daitch
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By: Mark Daitch
Title: Manager
BARRY MCCOMIC
/s/ Barry McComic
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MARK DAITCH
/s/ Mark Daitch
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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).
11 Secured Loan Agreement, dated as of June 10, 2004, by
and between The 520 Group, LLC and Wells Fargo Bank,
National Association (filed herewith).
12 Promissory Note, dated as of June 10, 2004, in the
principal amount of $50,000,000, by The 520 Group, LLC
in favor of Wells Fargo Bank, National Association
(filed herewith).
13 Securities Pledge and Security Agreement, dated as of
June 10, 2004, by and between The 520 Group, LLC and
Wells Fargo Bank, National Association (filed herewith).
14 Securities Account Control Agreement, dated as of June
10, 2004, by and among The 520 Group, LLC, Wells Fargo
Bank, National Association, and Wells Fargo
Institutional Securities, LLC (filed herewith).
15 Repayment Guarantee, dated as of June 10, 2004, by Sol
Price in favor of Wells Fargo Bank, National
Association (filed herewith).
16 Repayment Guarantee, dated as of June 10, 2004, by The
Price Group LLC in favor of Wells Fargo Bank, National
Association (filed herewith).
17 Repayment Guarantee, dated as of June 10, 2004, by the
Sol and Helen Price Trust in favor of Wells Fargo Bank,
National Association (filed herewith).