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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EXCEL LEGACY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 33-0781747
(State of Incorporation) (I.R.S. Employer
Identification No.)
16955 VIA DEL CAMPO, SUITE 100 92127
SAN DIEGO, CALIFORNIA (Zip Code)
(Address of Principal
Executive Offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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9.0% Convertible Redeemable Subordinated American Stock Exchange
Secured Debentures due November 5, 2004
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Excel Legacy Corporation, a Delaware corporation (the "Company"), will
issue its 9.0% Convertible Redeemable Subordinated Secured Debentures due
November 5, 2004 (the "Debentures"). A description of the Debentures meeting the
requirements of this item appears under the heading "Description of the Legacy
Debentures and the Legacy Notes" in the Company's Registration Statement on Form
S-4 (File No. 333-80339), as amended, filed with the Securities and Exchange
Commission (the "Commission") on June 9, 1999.
Item 2. Exhibits.
3.1 Amended and Restated Certificate of Incorporation of Excel
Legacy Corporation. (1)
3.2 Amended and Restated Bylaws of Excel Legacy Corporation. (1)
4.1 Form of Debenture. (2)
(1) Previously filed with the Commission and incorporated herein by
reference from the Company's Registration Statement on Form S-11 (File No.
333-55715) filed with the Commission on June 1, 1998.
(2) Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 12, 1999
EXCEL LEGACY CORPORATION
By: /s/ James Y. Nakagawa
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James Y. Nakagawa
Chief Financial Officer
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EXHIBIT 4.1
(Face of Security)
CUSIP ____________
No. ___ $ _____________
9.0% CONVERTIBLE REDEEMABLE SUBORDINATED SECURED DEBENTURE
DUE NOVEMBER___, 2004
EXCEL LEGACY CORPORATION
promises to pay to ____________________
or registered assigns,
the principal sum of ____________________ Dollars on November ___, 2004
Interest Payment Dates: February 15 and August 15
Record Dates: February 1 and August 1
This is one of the Securities described in the within-mentioned
Indenture. Additional provisions of this Security are set forth on the other
side of this Security.
Authenticated: Dated:
Norwest Bank Minnesota, National Association, Excel Legacy Corporation
as Trustee
By By
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Authorized Signature
OR
as Authenticating Agent
By
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Authorized Signature
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(Back of Security)
9.0% Convertible Redeemable Subordinated Secured Debenture
due November ___, 2004
1. Interest. Excel Legacy Corporation, a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Security at
the rate per annum shown above. The Company will pay interest semiannually on
February 15 and August 15 of each year. Interest on the Securities will accrue
from the most recent date to which interest has been paid or, if no interest has
been paid, from August 15, 1999. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
2. Method of Payment. The Company will pay interest on the
Securities (except defaulted interest) to the persons who are registered holders
of Securities at the close of business on the record date for the next interest
payment date even though Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Company may pay principal and
interest by check payable in such money. It may mail an interest check to a
holder's registered address.
3. Paying Agent, Registrar and Conversion Agent. The Trustee will
act as Conversion Agent, Paying Agent and Registrar. The Company may change any
Paying Agent, Registrar, Conversion Agent or co-registrar without prior notice.
The Company or any of its subsidiaries may act in any such capacity.
4. Indenture and Pledge Agreement. The Company issued the
Securities under an Indenture dated as of November ___, 1999 ("Indenture")
between the Company and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the "TIA") as
in effect on the date of the Indenture. The Securities are subject to, and
qualified by, all such terms, certain of which are summarized hereon, and
Securityholders are referred to the Indenture and such Act for a statement of
such terms. The Securities are general obligations of the Company limited to
$___________ in aggregate principal amount. The Securities are secured by a
pledge of certain shares of common stock, par value $.0001 per share, of Price
Enterprises, Inc., a Maryland corporation, pursuant to the Pledge Agreement
referred to in the Indenture.
5. Optional Redemption. On or after November ___, 2001, the Company
may redeem all or some of the Securities from time to time at the redemption
price of 100% of the principal amount of such Securities plus accrued interest
to the redemption date.
6. Notice of Redemption. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
holder of Securities to be redeemed at his registered address. Securities in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. In the event of a redemption of less than all of the
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Securities, the Securities will be chosen for redemption by the Trustee,
generally pro rata or by lot. On and after the redemption date interest ceases
to accrue on Securities or portions of them called for redemption.
If this Security is redeemed subsequent to a record date with respect to
any interest payment date specified above and on or prior to such interest
payment date, then any accrued interest will be paid to the person in whose name
this Security is registered at the close of business on such record date.
7. Conversion. A holder of a Security may convert it into Common
Stock of the Company at any time before the close of business (New York time) on
the day prior to the maturity date. If the Security is called for redemption,
the holder may convert it at any time before the close of business (New York
time) on the day prior to the redemption date (unless the Company shall default
in payment due upon redemption thereof). The initial conversion price of $5.50
per share is subject to adjustment in certain events. To determine the number of
shares issuable upon conversion of a Security, divide the principal amount to be
converted by the conversion price in effect on the conversion date. On
conversion, no payment or adjustment for interest will be made. However,
interest will be paid on any interest payment date with respect to Securities
surrendered for conversion after a record date for the payment of interest to
the registered holder on such record date. The Company will deliver a check for
any fractional share.
To convert a Security a holder must (1) complete and sign the conversion
notice on the back of the Security, (2) surrender the Security to a Conversion
Agent, (3) furnish appropriate endorsements and transfer documents if required
by the Registrar or Conversion Agent, and (4) pay any transfer or similar tax if
required. A holder may convert a portion of a Security if the portion is $1,000
or an integral multiple of $1,000.
The conversion price is subject to adjustment as set forth in the
Indenture in certain events. No adjustment in the conversion price will be
required unless such adjustment would require a change of at least 1% in the
price then in effect; but any adjustment that would otherwise be required to be
made shall be carried forward and taken into account in any subsequent
adjustment.
The Company from time to time may voluntarily reduce the conversion
price for a period of time, provided that the conversion price is not less than
the par value of a share of Common Stock.
If the Company is a party to a consolidation or merger or a transfer or
lease of all or substantially all of its assets, the Securities automatically
become convertible into the kind and amount of securities, cash or other assets
which the Holder of a Security would have owned immediately after such
transaction if the Holder had converted the Security immediately before the
effective date of the transaction.
8. Subordination. The Securities are subordinated to Senior Debt,
as defined in the Indenture. To the extent provided in the Indenture, Senior
Debt must be paid before the Securities may be paid. The Company agrees, and
each Securityholder by accepting a Security
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agrees, to the subordination and authorizes the Trustee to give it effect and
appoints the Trustee as attorney-in-fact for such purpose.
9. Denominations, Transfer, Exchange. The Securities are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Securities may be registered and Securities
may be exchanged as provided in the Indenture. The Registrar may require a
holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not exchange or register the transfer of any
Security or portion of a Security selected for redemption (except the unredeemed
portion of any Security being redeemed in part). Also, it need not exchange or
register the transfer of any Securities for a period of 15 days before a
selection of Securities to be redeemed.
10. Persons Deemed Owners. Except as provided in paragraph 2, the
registered holder of a Security may be treated as its owner for all purposes.
11. Amendments and Waivers. Subject to certain exceptions, the
Indenture or the Securities may be amended with the consent of the holders of at
least a majority in principal amount of the then outstanding Securities, and any
existing default may be waived with the consent of the holders of a majority in
principal amount of the then outstanding Securities. Without the consent of any
Securityholder, the Indenture or the Securities may be amended to cure any
ambiguity, defect or inconsistency, to provide for assumption of the Company's
obligations to Securityholders or to make any change that does not adversely
affect the rights of any Securityholder.
12. Defaults and Remedies. An Event of Default is: default for 30
days in payment of interest on the Securities; default in payment of principal
on them; failure by the Company for 30 days after notice to it to comply with
any of its other agreements in the Indenture or the Securities or, in the case
of failure by the Company to maintain its corporate existence or to comply with
the restrictions on consolidation, merger or transfer or lease of substantially
all its assets or the provisions regarding conversion of Securities, with such
notice but without such passage of time; certain defaults under and
accelerations prior to maturity of other indebtedness; certain final judgments
which remain undischarged; and certain events of bankruptcy or insolvency. If an
Event of Default occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the then outstanding Securities may declare all
the Securities to be due and payable immediately, except that in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Securities become due and payable without further action or notice.
Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities. Subject to certain
limitations, holders of a majority in principal amount of the then outstanding
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing default
(except a default in payment of principal or interest) if it determines that
withholding notice is in their interests. The Company must furnish an annual
compliance certificate to the Trustee.
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13. Trustee Dealings with the Company. Subject to certain
limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee.
14. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.
15. Authentication. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.
16. Abbreviations. Customary abbreviations may be used in the name
of a Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Securities and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.
The Company will furnish to any Securityholder upon written request and without
charge a copy of the Indenture, which has in it the text of this Security in
larger type. Requests may be made to:
Treasurer, Excel Legacy Corporation
16955 Via Del Campo, Suite 100
San Diego, California 92127
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ASSIGNMENT FORM
To Assign this Security, fill in the form below:
I or we assign and transfer this Security to
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(Insert assignee's social security
or tax I.D. number)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint
- -------------------------,
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
CONVERSION NOTICE
To convert this Security into Common Stock of the Company, check the box:
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To convert only part of this Security, state the amount ($1,000 or integral
multiples thereof):
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[$ ]
If you want the stock certificate made out in another person's name, fill in the
form below:
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(insert other person's social
security or tax I.D. number)
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(Print or type other person's name, address and zip code)
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Date: ____________ Your Signature: ________________________
________________________
(Sign exactly as your name appears
on the other side of this Security)
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