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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(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. _____)
PRICE ENTERPRISES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(Title of Class of Securities)
741444 202
(CUSIP Number)
GARY B. SABIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EXCEL LEGACY CORPORATION
16955 VIA DEL CAMPO, SUITE 240
SAN DIEGO, CALIFORNIA 92127
(619) 675-9400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 12, 1999
(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: [ ].
(Continued on the following pages)
Page 1 of 8 Pages
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SCHEDULE 13D
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CUSIP No. 741444 202 PAGE 2 OF 8
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
EXCEL LEGACY CORPORATION, IRS ID #33-0781747
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 4,000,000 SHARES(1)
OWNED --------------------------------------------------------------------------
BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
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9 SOLE DISPOSITIVE POWER
4,000,000 SHARES(1)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000 SHARES(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1%(2)
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14 TYPE OF REPORTING PERSON*
CO
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(1) BENEFICIAL OWNERSHIP OF APPROXIMATELY 4,000,000 SHARES OF COMMON STOCK OF
PRICE ENTERPRISES, INC. ("PREN") BY EXCEL LEGACY CORPORATION IS REPORTED
HEREIN SOLELY AS A RESULT OF THE AGREEMENT DESCRIBED IN ITEM 4 TO ACQUIRE
SUCH SHARES, SUBJECT TO CERTAIN CONDITIONS.
(2) BASED ON 13,293,456 SHARES OF PREN COMMON STOCK OUTSTANDING AS OF MARCH 15,
1999, AS REPORTED IN PREN'S AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K
(FILE NO. 0-20449) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
APRIL 29, 1999.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 3 OF 8
ITEM 1. SECURITY AND ISSUER.
This statement relates to the beneficial ownership of
approximately 4,000,000 shares of Common Stock, par value $.0001 per share
("PREN Common Stock"), of Price Enterprises, Inc., a Maryland corporation
("PREN"). The principal executive offices of PREN are located at 4649 Morena
Boulevard, San Diego, California 92117.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of Excel Legacy
Corporation, a Delaware corporation ("Legacy"). Legacy's principal business is
the acquisition, development and management of real property and real
estate-related operating companies.
The address of the principal office and principal business of
Legacy is 16955 Via Del Campo, Suite 240, San Diego, California 92127.
Set forth on Schedule I hereto is the name and present principal
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of Legacy's
directors and executive officers, as of the date hereof.
During the last five years, neither Legacy nor, to Legacy's
knowledge, any person named in Schedule I hereto has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of the proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Legacy has not yet purchased the shares of PREN Common Stock to
which this statement pertains. As more fully described in Item 4, on May 12,
1999, Legacy entered into an agreement with Sol Price, as trustee, and other
major shareholders of PREN (the "Agreement"). Under the terms of the Agreement,
Legacy will offer to all PREN shareholders $8.50 per share for all shares of
PREN Common Stock, comprised, at Legacy's election, of (a) $8.50 per share in
cash or (b)(i) at least $4.25 in cash, (ii) at least $2.75 in principal amount
of Legacy's 9% Convertible Subordinated Debentures due 2004 (the "Debentures"),
which will be convertible into shares of Legacy's common stock at $5.50 per
share, and (iii) $1.50 per share in whatever combination Legacy may choose of
cash, Debentures or Legacy's 10% Senior Notes due 2004 (the "Notes"). The source
of the cash portion of such consideration is currently expected to be a bank
financing or capital raising transaction, the details of which (including the
identities of the other party(ies) which may be involved) have not been
determined as of the date hereof.
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PAGE 4 OF 8
ITEM 4. PURPOSE OF TRANSACTION.
Legacy is seeking to acquire a controlling equity interest in
PREN. The transactions described herein are intended to assist in the
achievement of that purpose.
(a)-(b) On May 12, 1999, Legacy entered into the Agreement with Sol
Price, as trustee, and other major shareholders of PREN. Under the terms of the
Agreement, Legacy will offer to all PREN shareholders $8.50 per share for all
shares of PREN Common Stock, comprised, at Legacy's election, of (i) $8.50 per
share in cash or (ii)(A) at least $4.25 in cash, (B) at least $2.75 in principal
amount of the Debentures, and (C) $1.50 per share in whatever combination Legacy
may choose of cash, Debentures or Notes. The Debentures and Notes are described
in Item 3.
The PREN Board of Directors has the right to determine whether
the transaction will proceed, and if so whether the transaction will proceed as
an exchange offer for PREN Common Stock or a merger with PREN. In either event,
the Preferred Stock, par value $.0001 per share, of PREN ("PREN Preferred
Stock") will remain outstanding. The Board of PREN is expected to act by June 2,
1999.
Under the terms of the Agreement, several major shareholders of
PREN are depositing approximately 4,000,000 shares of PREN Common Stock in
escrow. Assuming the PREN Board of Directors approves the transaction on or
about June 2, 1999, the transaction will involve either an exchange offer to
shareholders or a merger requiring a vote of shareholders.
At that time, additional shares of PREN Common Stock will be
deposited in escrow such that the aggregate number of shares in escrow will be
approximately 8,000,000 shares of PREN Common Stock representing approximately
51% of the PREN voting power. These shares will be tendered in an exchange offer
or voted in favor of a merger, as the case may be. In either case, the offering
will be made only by means of a prospectus.
The consummation of the transaction is subject to a variety of
conditions, including the execution by PREN of an agreement to take certain
actions to facilitate the transaction.
(c) Not applicable.
(d) If the transaction is consummated as planned, the Board of Directors
of PREN will be reduced from six to five members, and will be comprised of Gary
B. Sabin, Chairman, President and Chief Executive Officer of Legacy, Richard B.
Muir, Executive Vice President and Director of Legacy, Jack McGrory, currently
President, Chief Executive Officer and Director of PREN, James F. Cahill,
currently Director of PREN, and Simon M. Lorne (or their designees). In
addition, Gary B. Sabin will be appointed as Chief Executive Officer of PREN.
(e) Other than as described above, not applicable.
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PAGE 5 OF 8
(f) Other than as described above, not applicable.
(g) If the transaction is consummated as planned, Legacy has agreed to
cause the PREN Preferred Stock to be entitled under PREN's charter documents to
elect a majority of PREN's Board of Directors, until such time as (i) less than
2,000,000 shares of PREN Preferred Stock remain outstanding or (ii) Legacy
completes a tender offer to acquire any and all outstanding shares of PREN
Preferred Stock at a cash price of $16 per share, or in certain other
circumstances. In addition, Legacy has agreed not to take any action to cause a
direct or indirect change of control (as defined in the Agreement) of PREN (A)
after the date of the Agreement and prior to the closing, without the consent of
Sol Price, and (B) after the closing, without either offering to purchase all
shares of PREN Preferred Stock or obtaining the approval of a majority of such
shares (unless a higher percentage is required under PREN's charter or Maryland
law).
Sol Price, as trustee, and the other shareholders of PREN who
sign the Agreement are agreeing from the date of the Agreement through the
closing (i) not to sell or otherwise dispose of any PREN Common Stock owned
beneficially or otherwise, and (ii) to vote all Common Stock and Preferred Stock
of PREN owned beneficially or otherwise in favor of the merger described above
(if applicable), and against any competing takeover proposal (as defined in the
Agreement) or any other action or agreement which would impede, interfere with
or prevent the transactions contemplated by the Agreement.
(h)-(i) If the transaction is consummated as planned and the number of
outstanding shares of PREN Common Stock is reduced below the level required by
the Nasdaq National Market, the PREN Common Stock may be delisted from the
Nasdaq National Market, and may be eligible for termination of registration
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
(j) Other than as described above, Legacy currently has no plans or
proposals which relate to, or may result in, any of the matters listed in Items
4(a)-(i) (although Legacy reserves the right to develop such plans).
The foregoing description of the Agreement is qualified in its
entirety by reference to the Agreement (and exhibits thereto), a copy of which
is filed as an exhibit to Legacy's Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 14, 1999 (File No. 0-23503) and is
incorporated by reference herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Legacy may be deemed to be the beneficial owner of approximately
4,000,000 shares of PREN Common Stock which, subject to certain conditions
described in Item 4, are being deposited in escrow by Sol Price, as trustee, and
the other shareholders of PREN who sign the Agreement. These shares represent
approximately 30.1% of the currently outstanding shares of PREN Common Stock,
based on 13,293,456 shares of PREN Common Stock outstanding as of March 15,
1999, as reported in Amendment No. 1 to PREN's Annual Report on Form 10-K (File
No. 0-20449) filed with the Securities and Exchange Commission on April 29,
1999.
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PAGE 6 OF 8
(b) If the transaction is consummated as planned, Legacy will have sole
power to vote and sole power to direct the disposition of all PREN Common Stock
held in escrow. However, Legacy does not currently possess voting or dispositive
power with respect to any PREN Common Stock.
(c) Neither Legacy nor, to the knowledge of Legacy, any person named in
Schedule I has effected any transactions in PREN Common Stock during the past 60
days.
(d) Sol Price, as trustee, and the other shareholders who sign the
Agreement will continue to have the right to receive dividends from, and
proceeds from the sale of, the PREN Common Stock held in escrow.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See the description of the Agreement in Item 4.
Except for the Agreement, to the knowledge of Legacy, there are
no contracts, arrangements, understandings or relationships (legal or otherwise)
between Legacy or any person named in Schedule I and any other person with
respect to any securities of PREN, including, but not limited to, transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1* Agreement, dated May 12, 1999, by and among Excel
Legacy Corporation and certain shareholders of Price
Enterprises, Inc. listed on the signature pages thereto
(including the following exhibits: Exhibit A--Form of
Indenture, Exhibit B--Conditions to Offer, and Exhibit
C--Form of Agreement between Excel Legacy Corporation and
Price Enterprises, Inc.).
* Incorporated herein by reference to Exhibit 10.1 to
Current Report on Form 8-K of Excel Legacy Corporation
filed with the Securities and Exchange Commission on May
14, 1999 (File No. 0-23503).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 21, 1999 Excel Legacy Corporation
By: /s/ Gary B. Sabin
--------------------------------
Gary B. Sabin
President and Chief Executive Officer
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PAGE 8 OF 8
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF EXCEL LEGACY CORPORATION
The following table sets forth the name, business address and present
principal employment of each director and executive officer of Excel Legacy
Corporation. Except as indicated below, each such person is a U.S. citizen and
the business address of each such person is 16955 Via Del Campo, Suite 240, San
Diego, California 92127.
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BOARD OF DIRECTORS
Name Present Principal Employment
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Gary B. Sabin............ Chairman, President and Chief Executive Officer of Excel
Legacy Corporation.
Richard B. Muir.......... Executive Vice President and Secretary of Excel Legacy
Corporation.
Kelly D. Burt............ Executive Vice President--Development of Excel Legacy
Corporation.
Richard J. Nordlund...... President of RJN Management. Mr. Nordlund's business
address is 615 Hot Springs Road, Santa Barbara,
California 93108.
Robert E. Parsons, Jr.... Executive Vice President and Chief Financial Officer of
Host Marriott Corporation. Mr. Parson's business address
is 10400 Fernwood Road, Washington, D.C. 20058.
Robert S. Talbott........ President of Holrob Investments, LLC. Mr. Talbott's
business address is 2607 Kingston Pike, Knoxville,
Tennessee 37919.
John H. Wilmot........... President of Exeter Development Corporation. Mr.
Wilmot's business address is 4455 E. Camelback Road,
Phoenix, Arizona 85018.
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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Name Present Principal Employment
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Graham R. Bullick........ Senior Vice President--Capital Markets of Excel Legacy
Corporation.
Mark T. Burton........... Senior Vice President--Acquisitions of Excel Legacy
Corporation.
S. Eric Ottesen.......... Senior Vice President, General Counsel and Assistant
Secretary of Excel Legacy Corporation.
Ronald H. Sabin.......... Senior Vice President--Asset Management of Excel Legacy
Corporation.
James Y. Nakagawa........ Chief Financial Officer of Excel Legacy Corporation.
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