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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
AND SCHEDULE 13D/A
(AMENDMENT NO. 4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PRICE ENTERPRISES, INC.
(NAME OF SUBJECT COMPANY)
EXCEL LEGACY CORPORATION
(BIDDER)
Common Stock, Par Value $.0001 Per Share
(TITLE OF CLASS OF SECURITIES)
741444 202 and 741444 103
(CUSIP NUMBER OF CLASS OF SECURITIES)
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Gary B. Sabin
President and Chief Executive Officer
Excel Legacy Corporation
16955 Via Del Campo, Suite 100
San Diego, California 92127
(858) 675-9400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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COPY TO:
Scott N. Wolfe, Esq.
Latham & Watkins
701 "B" Street, Suite 2100
San Diego, California 92101
(619) 236-1234
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(Continued on following page(s))
(Page 1 of 4 Pages)
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CUSIP Nos. 741444 202 and 741444 103 14D-1 PAGE 2 OF 4 PAGES
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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 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,151,387 SHARES
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
91.3%(1)
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10 TYPE OF REPORTING PERSON*
CO
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(1) BASED ON 13,309,006 SHARES OF PRICE ENTERPRISES, INC. (ENTERPRISES) COMMON
STOCK OUTSTANDING AS OF SEPTEMBER 30, 1999, AS REPRESENTED TO EXCEL LEGACY
CORPORATION BY ENTERPRISES.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 3 OF 4
Excel Legacy Corporation, a Delaware corporation (Legacy), hereby amends and
supplements its Tender Offer Statement on Schedule 14D-1 filed October 6, 1999,
as amended (Schedule 14D-1), with respect to the exchange offer by Legacy to
purchase any and all outstanding shares of common stock, par value $.0001 per
share, of Price Enterprises, Inc., a Maryland corporation (Enterprises), upon
the terms and subject to the conditions set forth in the Offer to
Exchange/Prospectus dated October 6, 1999 and in the related Letter of
Transmittal. This Tender Offer Statement also constitutes Amendment No. 4 to
Legacy's Statement on Schedule 13D filed May 21, 1999, as amended, with respect
to the shares beneficially owned by Legacy.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and supplement as
follows:
The exchange offer expired at 12:00 Midnight, New York City time, on
Wednesday, November 3, 1999. The tendered shares of Enterprises common stock
were accepted by Legacy for payment, subject to the terms of the Offer. Legacy
issued a press release on November 5, 1999, in which it disclosed that Norwest
Bank, N.A., the exchange agent for the Offer, has informed it that 12,151,387
shares of Enterprises common stock, representing approximately 91.3% of all of
the outstanding Enterprises common stock (including shares of Enterprises common
stock subject to guaranteed delivery procedures), were tendered and not
withdrawn prior to the expiration date.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplement by the
addition of the following exhibit:
Exhibit (a)(10) -- Press Release issued by Excel Legacy Corporation on
November 5, 1999.
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PAGE 4 OF 4
SIGNATURE
After due 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.
Dated: November 5, 1999
EXCEL LEGACY CORPORATION
By: /s/ Gary B. Sabin
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Name: Gary B. Sabin
---------------------------------
Title: President and Chief Executive
Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<S> <C>
(a)(10) Press Release issued by Excel Legacy Corporation on
November 5, 1999.
</TABLE>
<PAGE> 1
Exhibit (a)(10)
EXCEL LEGACY CORP. COMPLETES TENDER OFFER
FOR PRICE ENTERPRISES, INC. COMMON STOCK
SAN DIEGO--(BUSINESS WIRE)--November 5, 1999--Excel Legacy Corp. ("Legacy")
(AMEX:XLG) today announced that it has completed its exchange offer for the
common stock of Price Enterprises, Inc. ("Enterprises") at $8.50 per share,
comprised of $4.25 per share in cash, $2.75 per share in principal amount of
Legacy's 9% Convertible Redeemable Subordinated Secured Debentures due 2004,
which will be convertible at any time into shares of Legacy Common Stock at
$5.50 per share, and $1.50 per share in principal amount of Legacy's 10% Senior
Redeemable Secured Notes due 2004. The offer expired by its terms at 12:00
Midnight, New York City time, on November 3, 1999.
Based on information provided by Norwest Bank Minnesota, N.A., as exchange
agent, 12,151,387 shares of the Enterprises common stock, representing
approximately 91% of the outstanding common stock, were tendered by stockholders
(including shares subject to guaranteed delivery) prior to the offer's
expiration.
Excel Legacy is a public real estate company organized to create value through
the acquisition, development and management of real property and real
estate-related operating companies.
CONTACT: Graham R. Bullick, Senior Vice President--Capital Markets, Excel Legacy
Corp., 858-675-9400 ext. 203.
