SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) (c), AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
Excel Legacy Corporation
(Name of issuer)
Common Stock, $.001 Par Value
(Title of class of securities)
300665106
(CUSIP number)
August 11, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
Page 1 of 5 Pages
<PAGE>
CUSIP No. 300665106 SCHEDULE 13G Page 2 of 5 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
Not Applicable (b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
5,250,000
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,250,000
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,250,000
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.5%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Price Group LLC 13G Excel Legacy
Explanatory Note
This Form is filed primarily to reflect the formation of The Price Group,
LLC, a California Limited Liability Company (the "Price Group") and the transfer
to the Price Group of securities previously owned by one or more of the Members.
Although the formation of the Price Group, and the contribution to it of
securities theretofore held by such Members may technicaly be viewed as a
"transfer" for some purposes, or as a "disposition" of the securities by the
Members and an "acquisition" of the securities by the Price Group, there has
been no meaningful disposition, acquisition or transfer of beneficial interest
because the Managers of the Price Group are the persons who previously owned the
securities in question individually or through trusts. In some instances, the
transfer to the Price Group may for some purposes be viewed as the formation of
a "group" for the purpose of holding, voting or disposing of securities.
As a result of the transfer of title to securities from individual (or
trust) holders to the Price Group, Members who previously held such securities
are amending appropriate reports under the Securities Exchange Act of 1934 to
indicate that they no longer hold such securities, and the Price Group is filing
such reports to indicate that it now holds such securities. Additionally,
persons who were required to file reports under Section 16 of the Securities
Exchange Act of 1934 as a result of being officers or directors of a reporting
company are filing reports that reflect all securities held by the Price Group.
The Members of the Price Group, their voting interests and the Managers of
the Price group are as follows:
Member Voting Interest Manager
------ --------------- -------
Sol and Helen Price Trust 48% Sol Price
Robert and Allison Price Trust 12% Robert Price
James F. Cahill 12% Jim Cahill
Jack and Cheryl McGrory Trust 12% Jack McGrory
Murray and Elaine Galinson Trust 9% Murray Galinson
Kathy Hillan 5% Kathy Hillan
Joseph R. Satz and Linda Satz Trust 2% Joseph R Satz
Under law and the relevant agreements, the Managers generally have the
authority to manage the business and affairs of the Price Group.
<PAGE>
Item 1(a). Name of Issuer:
Excel Legacy Corporation
Item 1(b). Address of Issuer's Principal Executive offices:
16955 Via Del Campo, Suite 100
San Diego, California 92127
Item 2(a). Name of Person Filing:
The Price Group LLC
Item 2(b). Address of Principal Business Office:
c/o Price Entities
7979 Ivanhoe Avenue, Suite 520
La Jolla, California 92037
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
300665106
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Exchange
Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) |_| Investment company registered under Section 8 of the Investment
Company Act.
(e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. |_|
Page 3 of 5 Pages
<PAGE>
Item 4. Ownership
(a) Amount Beneficially Owned: 5,250,000 shares of Common Stock.
(b) Percent of Class: 12.5%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 5,250,000
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
5,250,000
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following |_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on By the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 4 of 5 Pages
<PAGE>
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.
Date: August 21, 2000
/s/ James Cahill
-------------------------------
James Cahill, Manager
Page 5 of 5
