<PAGE>
------------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: November 30, 1999
Estimated Average Burden
Hours per Response: 14.90
-------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Excel Legacy Corporation
------------------------
(Name of Issuer)
Common Stock
------------------------
(Title of Class of Security
300665106
------------------------
(CUSIP Number)
3/ 31/ 98
------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/x/ Rule 13d-1 (b)
/ / Rule 13d-1 (c)
/ / Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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 ("Act") 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
Page 1 of 5 Pages
<PAGE>
- -------------------------------
CUSIP No. 300665106 13G
- -------------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
The Allstate Corporation
36-3871531
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [ ]
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
2,000,000
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,000,000
PERSON WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
n/a
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.43%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE>
ITEM 1 (a) Name of Issuer:
Excel Legacy Corporation
(b) Address of Issuer's Principal Executive Offices:
16955 Via Del Campo
San Diego, CA 92127
ITEM 2 (a) Name of Person Filing:
The Allstate Corporation
(b) Address of Principal Business Office:
2775 Sanders Road
Northbrook, Illinois 60062-6127
(c) Citizenship:
Delaware
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number:
300665106
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO Sections 240.13d-1(b), OR
240.13d-2(b) OR (c) CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the
Act (15 U.S.C.78o);
(b) / / Bank as defined in Section 3(a)(6) of the
Act (15 U.S.C.78c);
(c) / / Insurance Company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c);
(d) / / Investment Company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An Investment Adviser in accordance with
Section 240.13d-1(b) (1) (ii) (E);
(f) / / An Employee Benefit Plan or Endowment Fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) /XX/ A Parent Holding Company or control person in accordance
with Section 240.13d-1(b) (1)(ii)(G) (Note: See Item 7);
(h) / / A Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12U.S.C. 1813);
(i) / / A Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15U.S.C. 80a-3);
(j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Page 3 of 5 Pages
<PAGE>
ITEM 4 OWNERSHIP.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
Issuer identified in Item 1.
(a) Amount Beneficially Owned:
2,000,000
(b) Percent of Class:
5.43%
(c) Number of shares as to which such person (1) has:
(i) sole power to vote or to direct the vote
2,000,000
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the
disposition of
2,000,000
(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.
n/a
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Allstate Insurance Company is an insurance company as that term is
defined in Section 3(a)(19) of the Securities Exchange Act of 1934,
as amended.
- --------------------------------------------------------------------------------
(1) Allstate Insurance Company, a wholly owned subsidiary of The Allstate
Corporation ("AIC"), owns 2,000,000 shares of the Issuer's Series B
Liquidating Preference Convertible Preferred Stock ("Preferred B Shares"),
due 2005, which are currently convertible into 2,000,000 shares of the
Issuer's Common Stock. The Preferred B Shares were issued in March, 1999
in exchange for all issued and outstanding shares of Series A Liquidating
Preference Convertible Preferred Stock due 2005 ("Preferred A Shares").
Following such exchange, all Preferred A Shares were retired and restored
to the status of authorized and unissued.
Page 4 of 5 Pages
<PAGE>
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.
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: February 7, 2000
THE ALLSTATE CORPORATION
By: ALLSTATE INSURANCE COMPANY
By: /s/ Mary J. McGinn
---------------------------
Mary J. McGinn
Vice President
Page 5 of 5 Pages
