<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 5, 2000
EXCEL LEGACY CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE 0-23503 33-0781747
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
17140 Bernardo Center Drive #300
San Diego, California 92128
(Address of Principal Executive Offices) (Zip Code)
(858) 675-9400
(Registrant's telephone number, including area code)
<PAGE>
This Current Report on Form 8-K is filed by Excel Legacy Corporation, a
Delaware corporation (the "Company"), in connection with the matters
described herein.
ITEM 5. OTHER EVENTS
On July 5, 2000, the Company sold a property located in Scottsdale, AZ (the
"Galleria") to J.E.M.B. Realty Corporation ("J.E.M.B.") for net cash proceeds of
approximately $28 million. The Galleria was acquired by the Company in 1998
concurrently with the spin-off of the Company from Excel Realty Trust, Inc. The
Galleria was held by the Company for sale or redevelopment and consisted of
approximately 520,500 square feet of retail space which was mostly vacant. The
Company will recognize an approximate $5 million gain before taxes in the third
quarter of 2000 as a result of the disposition.
The sale was effected pursuant to a Purchase and Sale Agreement and Escrow
Instructions between the Company and J.E.M.B., which is incorporated by
reference into this Form 8-K as Exhibit 10.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial statements: not applicable
(b) Pro Forma Information: (see exhibit 99.1)
(c) Exhibits: (see index)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 19, 2000 EXCEL LEGACY CORPORATION
By: /s/ James Y. Nakagawa
-----------------------------
James Y. Nakagawa
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No.
-----------
10.1 Purchase and Sale Agreement and Escrow Instructions dated May
3, 2000, as amended on May 4, 2000 by and between Excel Legacy
Corporation (Seller) and J.E.M.B. Realty Corp.(purchaser).
99.1 Unaudited Pro Forma Condensed Consolidated Statements of
Income and Balance Sheet of Excel Legacy Corporation as of and
for the three months ended March 31, 2000, and for the year
ended December 31, 1999.
