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. ____)(1)
PRICE LEGACY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
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(Title of Class of Securities)
74144P106
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(CUSIP Number)
GARY B. SABIN
CHIEF EXECUTIVE OFFICER
PRICE LEGACY CORPORATION
17140 BERNARDO CENTER DRIVE, SUITE 300
SAN DIEGO, CALIFORNIA 92128
(858) 675-9400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 18, 2001
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(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 5 Pages
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
SCHEDULE 13D
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CUSIP NO. 74144P106 PAGE 2 OF 5
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GARY B. SABIN
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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
U. S. CITIZEN
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7 SOLE VOTING POWER
NUMBER OF 2,636,875 SHARES
SHARES -------------------------------------------------------
BENEFICALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING -------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,636,875 SHARES
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,636,875 SHARES
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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)
6.5%(1)
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14 TYPE OF REPORTING PERSON*
IN
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(1) BASED ON 40,772,179 SHARES OF PRICE LEGACY COMMON STOCK OUTSTANDING AS OF
SEPTEMBER 19, 2001, AS REPORTED IN PRICE LEGACY'S CURRENT REPORT ON FORM
8-K (FILE NO. 0-20449) FILED WITH THE SEC ON SEPTEMBER 19, 2001, AND
INCLUDES 28,668 SHARES ISSUABLE TO GARY B. SABIN UPON THE EXERCISE OF
OUTSTANDING STOCK OPTIONS THAT ARE EXERCISABLE WITHIN 60 DAYS OF SEPTEMBER
28, 2001.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 5
ITEM 1. SECURITY AND ISSUER.
This statement relates to the beneficial ownership of
2,636,875 shares of common stock, par value $0.0001 per share (the "Price Legacy
Common Stock"), of Price Legacy Corporation, a Maryland corporation formerly
known as Price Enterprises, Inc. ("Price Legacy"). The principal executive
offices of Price Legacy are located at 17140 Bernardo Center Drive, Suite 300,
San Diego, California 92128.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Gary B. Sabin.
(b) Mr. Sabin's business address is 17140 Bernardo Center
Drive, Suite 300, San Diego, California 92128.
(c) Mr. Sabin's principal occupation is Chief Executive
Officer of each of Price Legacy and Excel Legacy
Corporation, a Delaware corporation and wholly owned
subsidiary of Price Legacy ("Legacy").
(d) Mr. Sabin has not been convicted in a criminal
proceeding during the last five (5) years (excluding
minor traffic violations or similar misdemeanors).
(e) Mr. Sabin has not been a party during the last five
(5) years to a civil proceeding of a judicial or
administrative body of competent jurisdiction
pursuant to which he 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.
(f) Mr. Sabin is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 18, 2001, Price Enterprises, Inc., a Maryland
corporation ("Enterprises"), completed a merger with Legacy. The stock-for-stock
merger was completed pursuant to an Agreement and Plan of Merger, dated as of
March 21, 2001 (the "Merger Agreement"), among Enterprises, PEI Merger Sub,
Inc., a Maryland corporation and wholly owned subsidiary of Enterprises ("Merger
Sub"), and Legacy, providing for the merger of Merger Sub with and into Legacy
(the "Merger"). Upon completion of the Merger, Legacy became a wholly owned
subsidiary of Enterprises and the combined company, Price Legacy, issued an
aggregate of approximately 41,029,284 shares of Price Legacy Common Stock to the
stockholders of Legacy and assumed Legacy's outstanding options. Pursuant to the
Merger Agreement, each share of Legacy common stock, par value $0.01 per share
(the "Legacy Common Stock"), was exchanged for 0.6667 of a share of Price Legacy
Common Stock.
In connection with the Merger, Mr. Sabin acquired 2,608,207
shares of Price Legacy Common Stock and options to acquire 28,668 shares of
Price Legacy Common Stock in exchange for 3,912,120 shares of Legacy Common
Stock and options to acquire 43,000 shares of Legacy Common Stock beneficially
owned by him as of the effective date of the Merger.
ITEM 4. PURPOSE OF TRANSACTION.
See Item 3 which is incorporated by reference herein.
The shares of Legacy Common Stock owned by Mr. Sabin and
exchanged for shares of Price Legacy Common Stock in the Merger were acquired
for investment purposes. Mr. Sabin has no present plans or proposals that relate
to or would result in any of the actions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D (although Mr. Sabin reserves the right to develop
such plans).
PAGE 4 OF 5
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Mr. Sabin beneficially owns an aggregate of 2,636,875
shares of Price Legacy Common Stock. These shares represent approximately 6.5%
of the outstanding shares of Price Legacy Common Stock, based on 40,772,179
shares of Price Legacy Common Stock outstanding as of September 19, 2001, as
reported in Price Legacy's Current Report on Form 8-K (File No. 0-20449) filed
with the SEC on September 19, 2001. Mr. Sabin has sole voting and dispositive
power with respect to such shares.
(c)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In 1998, Legacy loaned Mr. Sabin, in connection with his
purchase of Legacy Common Stock, approximately 50% of the purchase price of the
stock (an aggregate amount of approximately $3.6 million). This loan bears
interest at the rate of 7.0% per annum, matures in 2003 and was secured by
shares of Legacy Common Stock held by Mr. Sabin. In connection with the Merger,
Legacy entered into an Asset Contribution Agreement with Excel Legacy Holdings,
Inc., a Delaware corporation and wholly owned subsidiary of Legacy ("Legacy
Holdings"), effective as of September 10, 2001, pursuant to which Legacy
transferred the debt obligation of Mr. Sabin to Legacy Holdings. As of September
18, 2001, Mr. Sabin owed Legacy Holdings approximately $4.3 million secured by
approximately 1,016,949 shares of Price Legacy Common Stock acquired by Mr.
Sabin in the Merger.
Except for the agreements listed in Item 7, which are
incorporated by reference herein, to the knowledge of Mr. Sabin, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between him and any other person with respect to any securities of Price Legacy,
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. EXHIBITS.
Exhibit 1* Common Stock Purchase Agreement dated as of
December 12, 1997 by and among Excel Legacy
Corporation, Gary B. Sabin, Richard B. Muir,
Graham R. Bullick, Ronald H. Sabin, David A.
Lund, S. Eric Ottesen, Mark T. Burton, David
DeCoursey, James Nakagawa and John Visconsi.
Exhibit 2* Promissory Note dated March 31, 1998 by
Gary B. Sabin in favor of Excel Legacy
Corporation in the principal amount of
$3,583,100.90.
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* Incorporated by reference to Mr. Sabin's Schedule 13D filed with
the SEC on April 10, 1998 with respect to his holdings of Legacy
Common Stock, as amended by Amendment No. 1 thereto filed with the
SEC on March 28, 2001 and Amendment No. 2 thereto filed with the
SEC on September 20, 2001.
PAGE 5 OF 5
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: September 28, 2001
/s/ Gary B. Sabin
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Gary B. Sabin
EXHIBIT INDEX
Exhibit 1* Common Stock Purchase Agreement dated as of December 12, 1997
by and among Excel Legacy Corporation, Gary B. Sabin, Richard
B. Muir, Graham R. Bullick, Ronald H. Sabin, David A. Lund, S.
Eric Ottesen, Mark T. Burton, David DeCoursey, James Nakagawa
and John Visconsi.
Exhibit 2* Promissory Note dated March 31, 1998 by Gary B. Sabin in
favor of Excel Legacy Corporation in the principal amount of
$3,583,100.90.
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* Incorporated by reference to Mr. Sabin's Schedule 13D filed with
the SEC on April 10, 1998 with respect to his holdings of Legacy
Common Stock, as amended by Amendment No. 1 thereto filed with the
SEC on March 28, 2001 and Amendment No. 2 thereto filed with the
SEC on September 20, 2001.