SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(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. 7)(1)
PRICE LEGACY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0004 PER SHARE
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(Title of Class of Securities)
74144P502
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(CUSIP Number)
JAMES F. CAHILL
THE PRICE GROUP LLC
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA 92037
TELEPHONE (858) 551-2303
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MARCH 12, 2004
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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. [_]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 pages)
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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.
The information required on 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 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).
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 2 OF 11 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
52-2255962
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC, OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
NUMBER OF 7
3,224,614 (See Item 5)
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
3,224,614 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,224,614 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.9% (See Item 5)
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TYPE OF REPORTING PERSON*
14
OO - Limited Liability Company
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* See instructions before filling out!
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 3 OF 11 PAGES
This Amendment No. 7 to Schedule 13D relates to the common stock,
par value $0.0004 per share, of Price Legacy Corporation ("Price Legacy Common
Stock"), a Maryland corporation ("Price Legacy"), and further amends the
Schedule 13D, filed by The Price Group LLC, a California limited liability
company (the "Price Group"), with the Securities and Exchange Commission (the
"SEC") on September 28, 2001 (the "Original 13D"), as amended by Amendment No. 1
thereto, filed by the Price Group with the SEC on October 19, 2001, Amendment
No. 2 thereto, filed by the Price Group with the SEC on September 11, 2003 (the
"Second Amendment"), Amendment No. 3 thereto, filed by the Price Group with the
SEC on September 29, 2003, Amendment No. 4 thereto, filed by the Price Group
with the SEC on November 26, 2003, Amendment No. 5 thereto, filed by the Price
Group with the SEC on December 30, 2003, and Amendment No. 6 thereto, filed by
the Price Group with the SEC on January 8, 2004 (the Original 13D, as so
amended, being the "Schedule 13D"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2(c) of the Schedule 13D is hereby amended and restated as follows:
(c) The principal business of the Price Group is real estate and
investment. The principal occupation of Mr. S. Price is
self-employed investor and manager of The Price Group LLC, a
California limited liability company (the "Price Group"). The
principal occupation of Mr. R. Price is interim Chief Executive
Officer of PriceSmart, Inc., a Delaware corporation. Mr. R. Price
also is a manager of the Price Group. The principal occupation of
each of Mr. Cahill, Mr. Galinson, Ms. Hillan, and Mr. Satz is
manager of the Price Group. The principal occupation of Mr.
McGrory is Chief Executive Officer of Price Legacy. Mr. McGrory
is also a manager of the Price Group.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended to add the following information:
On March 12, 2004, Price Legacy engaged in a recapitalization of its
capital structure (the "Recapitalization"). The Recapitalization included,
among other things, (i) a 1-for-4 reverse stock split of the Price Legacy
Common Stock (the "Reverse Stock Split"), (ii) the consummation of an
exchange offer by Price Legacy for holders of the 8-3/4% Series A
Cumulative Redeemable Preferred Stock of Price Legacy ("Series A Preferred
Stock") to exchange their Series A Preferred Stock for (x) Price Legacy
Common Stock at the exchange ratio of one share of Series A Preferred Stock
for 1.05 shares of Price Legacy Common Stock (after giving effect to the
Reverse Stock Split) and/or (y) the newly created 6.82% Series 1 Cumulative
Redeemable Preferred Stock of Price Legacy ("Series 1 Preferred Stock") at
the exchange ratio of one share of Series A Preferred Stock for one share
of Series 1 Preferred Stock (the "Series A Exchange Offer"), and (iii) the
exchange of all of the issued and outstanding 9% Series B Junior
Convertible Preferred Stock of Price Legacy (the "Series B Preferred
Stock") for Price Legacy Common Stock at the exchange ratio of one share of
Series B Preferred Stock for 0.3475 of a share of Price Legacy Common Stock
(after giving effect to the Reverse Stock Split) (the "Series B Exchange
Transactions").
The terms and conditions of the Recapitalization are described in further
detail in publicly available filings made by Price Legacy with the SEC,
including in definitive proxy materials filed by Price Legacy with the SEC
prior to the Recapitalization and the Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 2003, which was filed by Price Legacy with
the SEC on March 15, 2004 (the "2003 10-K").
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 4 OF 11 PAGES
Also on March 12, 2004, but prior to the Recapitalization, Price Legacy
issued a stock dividend on the Series B Preferred Stock equal to the
accrued and unpaid dividends on the Series B Preferred Stock as of the date
of Recapitalization. Pursuant to such stock dividend, the Price Group
received 34,005 shares of Series B Preferred Stock. Prior to such stock
dividend, the Price Group held 2,062,257 shares of Series B Preferred
Stock.
In connection with the Recapitalization, (i) the Price Group exchanged all
2,096,262 shares of Series B Preferred Stock held by the Price Group as of
the time of the Recapitalization for an aggregate of 728,451 shares of
Price Legacy Common Stock pursuant to the terms of the Series B Exchange
Transactions, (ii) all 1,024,000 shares of Series A Preferred Stock that
may have been deemed to have been beneficially owned by the Price Group as
of the time of the Recapitalization were exchanged for an aggregate of
1,075,200 shares of Price Legacy Common Stock, and (iii) all 11,201,710
other shares of Series A Preferred Stock(2) that may have been deemed to
have been beneficially owned by any of the Managers as of the time of the
Recapitalization were exchanged for an aggregate of 11,761,184 shares of
Price Legacy Common Stock and 570 shares of Series 1 Preferred Stock
pursuant to the terms of the Series A Exchange Offer. In addition, as a
result of the Reverse Stock Split, the 5,450,175 issued and outstanding
shares of Price Legacy Common Stock and the warrants to acquire 233,679
shares of Price Legacy Common Stock, in each case, held by the Price Group
immediately prior to the Recapitalization became, respectively, 1,362,543
issued and outstanding shares of Price Legacy Common Stock and warrants to
acquire 58,420 shares of Price Legacy Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)-(b) After giving effect to the Recapitalization, the Price Group
presently beneficially owns, in the aggregate, the equivalent of
3,224,614 shares of Price Legacy Common Stock, which represent
approximately 8.9% of the outstanding Price Legacy Common
Stock.(3) These 3,224,614 shares consist of 3,166,194 issued and
outstanding shares of Price Legacy Common Stock and warrants to
acquire 58,420 shares of Price Legacy Common Stock. Of these
3,224,614 shares, the Price Group has sole voting and dispositive
power over all of them and shared voting and dispositive power
over none.
The Managers presently may be deemed to beneficially own, in the
aggregate, the equivalent of 15,255,889 shares of Price Legacy
Common Stock, which represent approximately 42.0% of the
outstanding Price Legacy Common Stock. The beneficial ownership
of shares of Price Legacy Common Stock by each of the Managers is
as follows:(4)
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2 These 11,201,710 shares exclude the 1,024,000 shares of Series A
Preferred Stock that may have been deemed to have been beneficially owned by the
Price Group as of the time of the Recapitalization.
3 All calculations of percentage ownership in this Schedule 13D are based
on (i) approximately 36,278,344 shares of Price Legacy Common Stock estimated to
be issued and outstanding as of March 12, 2004 (after giving effect to the
Recapitalization), as reported in the 2003 10-K, plus (ii) 58,420 shares of
Price Legacy Common Stock issuable upon exercise of the Warrants, plus (iii) the
shares of Price Legacy Common Stock issuable upon exercise of any other warrants
or stock options (if any) that may be deemed to be beneficially owned by the
person(s) whose percentage ownership is being calculated.
4 Shares of Price Legacy Common Stock disclosed for each of the Managers
include shares that may be deemed to be beneficially owned by more than one
person. In particular, the shares disclosed for each of Mr. S. Price, Mr. R.
Price, Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz, and Ms. Hillan all
include (i) 2,045,152 shares held by the Price Family Charitable Fund, a private
foundation ("PFCF") and entity for which each of them serves as a director
and/or officer, (ii) 1,522,500 shares held by San Diego Revitalization Corp., a
California nonprofit ("SDRC") and entity for which each of them serves as a
director and/or officer, and (iii) the 3,224,614 shares (including warrants to
acquire 58,420 shares) held by the Price Group.
Disclosure of shares with respect to any of the Managers should not be
construed as an admission of beneficial ownership of such shares.
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 5 OF 11 PAGES
Mr. S. Price presently may be deemed to beneficially own the
equivalent of 11,272,801 shares of Price Legacy Common Stock
(including warrants to acquire 58,420 shares), which represent
approximately 31.0% of the outstanding Price Legacy Common Stock,
4,480,535 shares over which he may be deemed to have sole voting
and dispositive power and 6,792,266 shares over which he may be
deemed to have shared voting and dispositive power.
Mr. R. Price presently may be deemed to beneficially own the
equivalent of 10,351,944 shares of Price Legacy Common Stock
(including warrants to acquire 58,420 shares), which represent
approximately 28.4% of the outstanding Price Legacy Common Stock,
3,769 shares over which he may be deemed to have sole voting and
dispositive power and 10,348,175 shares over which he may be
deemed to have shared voting and dispositive power.
Mr. Cahill presently may be deemed to beneficially own the
equivalent of 7,019,868 shares of Price Legacy Common Stock,
which represent approximately 19.3% of the outstanding Price
Legacy Common Stock (including warrants to acquire 58,420 shares
and options exercisable for 5,000 shares), 126,392 shares over
which he may be deemed to have sole voting and dispositive power
and 6,893,476 shares over which he may be deemed to have shared
voting and dispositive power.
Mr. McGrory presently may be deemed to beneficially own the
equivalent of 6,818,829 shares of Price Legacy Common Stock,
which represent approximately 18.8% of the outstanding Price
Legacy Common Stock (including warrants to acquire 58,420 shares
and options exercisable for 7,250 shares), 26,563 shares over
which he may be deemed to have sole voting and dispositive power
and 6,792,266 shares over which he may be deemed to have shared
voting and dispositive power.
Mr. Galinson presently may be deemed to beneficially own the
equivalent of 6,948,911 shares of Price Legacy Common Stock
(including warrants to acquire 58,420 shares and options
exercisable for 5,000 shares), which represent approximately
19.1% of the outstanding Price Legacy Common Stock, 5,000 shares
over which he may be deemed to have sole voting and dispositive
power and 6,943,911 shares over which he may be deemed to have
shared voting and dispositive power.
Mr. Satz presently may be deemed to beneficially own the
equivalent of 6,804,866 shares of Price Legacy Common Stock
(including warrants to acquire 58,420 shares), which represent
approximately 18.7% of the outstanding Price Legacy Common Stock,
12,600 shares over which he may be deemed to have sole voting and
dispositive power and 6,792,266 shares over which he may be
deemed to have shared voting and dispositive power.
Ms. Hillan presently may be deemed to beneficially own the
equivalent of 6,792,266 shares of Price Legacy Common Stock
(including warrants to acquire 58,420 shares), which represent
approximately 18.6% of the outstanding Price Legacy Common Stock,
no shares over which she may be deemed to have sole voting and
dispositive power and 6,792,266 shares over which she may be
deemed to have shared voting and dispositive power.
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 6 OF 11 PAGES
Except as set forth below, to the extent that any of the Managers may
be deemed to share the power to vote or dispose of any of the shares
disclosed above, such power is shared only with one or more of the
Managers. The exceptions are as follows:
Mr. R. Price and Ms. A. Price may be deemed to share voting and
dispositive power over 40,483 shares with Sarah Price and 40,483
shares with Rebecca Price. Ms. S. Price is a student, and Ms. R.
Price is self-employed.
Mr. Cahill may be deemed to share voting and dispositive power
over 38,820 shares with Ben Price, 44,333 shares with Jonas
Price, and 13,122 shares with each of Elliot Feuerstein and Ed
Spring. Mr. B. Price and Mr. J. Price are each self-employed. Mr.
Feuerstein is a property manager. Mr. Spring is an attorney.
Mr. Galinson may be deemed to share voting and/or dispositive
power over 151,645 shares with his wife Elaine Galinson and/or
one or more third parties. The reporting person presently does
not have Item 2 information for such third parties.
The principal business address of each of Ms. H. Price, Ms. S.
Price, Ms. R. Price, Mr. B. Price, Mr. J. Price, and Ms. Galinson
is 7979 Ivanhoe Avenue, Suite 520, La Jolla, California 92037.
The principal business address of Mr. Feuerstein is 8294 Mira
Mesa Boulevard, San Diego, California 92126. The principal
business address of Mr. Spring is 10900 N.E. 4th Street, Suite
850, Bellevue, Washington 98004.
None of Ms. H. Price, Ms. S. Price, Ms. R. Price, Mr. B. Price,
Mr. J. Price, Ms. Galinson, Mr. Feuerstein, and Mr. Spring has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person 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 of such
laws.
Each of Ms. S. Price, Ms. R. Price, Mr. B. Price, Mr. J. Price,
Ms. Galinson, Mr. Feuerstein, and Mr. Spring is a citizen of the
United States of America.
The information set forth in Item 2 above is incorporated herein in
its entirety in response to this Item 5(b).
Except for Price Legacy securities that are directly owned by the
Price Group, the Price Group disclaims beneficial ownership of all
Price Legacy securities that may be deemed to be beneficially owned by
PFCF, SDRC or any of the Managers. Each of the Managers disclaims
beneficial ownership of all Price Legacy securities that may be deemed
to be beneficially owned by the Price Group, PFCF, SDRC, or any other
Manager.
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 7 OF 11 PAGES
(c) The information set forth in Item 3 above is incorporated herein
in its entirety in response to this Item 5(c). The information
set forth in Item 6 below is incorporated herein in its entirety
in response to this Item 5(c).
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended to add the following information:
As disclosed previously in the Original 13D, the Series B Preferred Stock
held by the Price Group, as well as certain warrants held by the Price
Group for the purchase of Price Legacy Common Stock (the "Warrants"), are
subject to a Registration Rights Agreement, dated as of September 18, 2001
(the "Registration Rights Agreement"), among the Price Group, Warburg,
Pincus Equity Partners, L.P., a Delaware limited partnership ("WPEP"),
certain affiliates of WPEP (such affiliates, together with WPEP, being,
collectively, "Warburg Pincus"), and Price Enterprises, Inc., formerly a
Maryland corporation and a predecessor-in-interest of Price Legacy,
pursuant to which, among other things, Price Legacy granted certain
registration rights with respect to the Price Legacy Common Stock issuable
upon conversion of the Series B Preferred Stock held by the Price Group or
exercise of the Warrants. The foregoing description of the Registration
Rights Agreement is qualified in its entirety by reference to the
Registration Rights Agreement, which has been incorporated by reference
into this Schedule 13D as Exhibit 4 hereto and which is hereby incorporated
herein in its entirety in response to this Item 6.
In connection with the Recapitalization, the Price Group, The 520 Group,
LLC, a California limited liability company (the "520 Group"), and Price
Legacy entered into an Amended and Restated Registration Rights Agreement,
dated as of March 11, 2004 (the "Amended Registration Rights Agreement"),
which amended and restated the Registration Rights Agreement to substitute
the 520 Group for Warburg Pincus as a party thereto. The registration
rights granted under the Amended Registration Rights Agreement apply to,
among other things, (i) the Price Legacy Common Stock issued to the Price
Group pursuant to the Series B Exchange Transactions and (ii) the Price
Legacy Common Stock issuable to the Price Group upon exercise of the
Warrants. The foregoing description of the Amended Registration Rights
Agreement is qualified in its entirety by reference to the Amended
Registration Rights Agreement, which has been incorporated by reference
into this Schedule 13D as Exhibit 12 hereto and which is hereby
incorporated herein in its entirety in response to this Item 6.
With respect to Mr. S. Price and Ms. H. Price, the information set forth in
Item 6 of the Schedule 13D relating to Price Legacy Common Stock, filed by
Mr. S. Price with the SEC on or around March 19, 2004, and such other
information set forth in Item 6 of any amendment thereto filed with the SEC
from time to time, are hereby incorporated herein by reference in its
entirety in response to this Item 6.
With respect to Mr. R. Price and Ms. A. Price, the information set forth in
Item 6 of the Schedule 13D relating to Price Legacy Common Stock, filed by
Mr. R. Price with the SEC on or around March 19, 2004, and such other
information set forth in Item 6 of any amendment thereto filed with the SEC
from time to time, are hereby incorporated herein by reference in its
entirety in response to this Item 6.
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 8 OF 11 PAGES
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to add the following information:
Exhibit No. Description of Exhibit
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12 Amended and Restated Registration Rights Agreement,
dated as of March 11, 2004, among The 520 Group, LLC,
The Price Group LLC, and Price Legacy Corporation
(incorporated by reference to Exhibit 10.4 to the Annual
Report on Form 10-K for the Fiscal Year Ended December
31, 2003, filed by Price Legacy Corporation with the SEC
on March 15, 2004).
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 9 OF 11 PAGES
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.
Dated: March 19, 2004
THE PRICE GROUP LLC
/s/ James F. Cahill
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By: James F. Cahill
Title: Manager
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 10 OF 11 PAGES
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1 Agreement and Plan of Merger, dated as of March 21,
2001, among Price Enterprises, Inc., PEI Merger Sub,
Inc., and Excel Legacy Corporation (incorporated by
reference to Exhibit 2.1 to the Current Report on Form
8-K filed by Price Enterprises, Inc. with the SEC on
March 23, 2001).
2 Conversion Agreement, dated as of April 12, 2001, among
Price Enterprises, Inc., The Sol and Helen Price Trust,
Excel Legacy Corporation, Warburg, Pincus Equity
Partners, L.P., Warburg, Pincus Netherlands Equity
Partners I, C.V., Warburg, Pincus Netherlands Equity
Partners II, C.V., and Warburg, Pincus Netherlands
Equity Partners III, C.V. (incorporated by reference to
Exhibit 10.2 to the Quarterly Report on Form 10-Q/A
filed by Price Enterprises, Inc. with the SEC on May 24,
2001).
3 Form of Common Stock Purchase Warrant (incorporated by
reference to Exhibit 10.5 to the Current Report on Form
8-K filed by Price Enterprises, Inc. with the SEC on
March 23, 2001).
4 Registration Rights Agreement, dated as of September 18,
2001, among The Price Group LLC, Price Enterprises,
Inc., Warburg, Pincus Equity Partners, L.P., Warburg,
Pincus Netherlands Equity Partners I, C.V., Warburg,
Pincus Netherlands Equity Partners II, C.V., and
Warburg, Pincus Netherlands Equity Partners III, C.V.
(incorporated by reference to Exhibit 10.3 to the
Current Report on Form 8-K filed by Price Legacy
Corporation with the SEC on September 19, 2001).
5 Purchase Agreement, dated as of September 9, 2003, by
and among The Price Group LLC, Warburg, Pincus Equity
Partners, L.P., Warburg, Pincus Netherlands Equity
Partners I, C.V., Warburg, Pincus Netherlands Equity
Partners II, C.V., and Warburg, Pincus Netherlands
Equity Partners III, C.V. (incorporated by reference to
Exhibit 5 to Amendment No. 2 to Schedule 13D filed by
The Price Group LLC on September 11, 2003).
6 Letter Agreement, dated as of September 9, 2003, by and
between The Price Group LLC and Price Legacy Corporation
(incorporated by reference to Exhibit 6 to Amendment No.
2 to Schedule 13D filed by The Price Group LLC on
September 11, 2003).
7 Press Release issued by Price Legacy Corporation on
September 22, 2003 (incorporated by reference to Exhibit
99.1 to the Current Report on Form 8-K filed by Price
Legacy Corporation with the SEC on September 23, 2003).
8 Agreement to Assign Purchase Agreement, dated as of
December 18, 2003, by and between The Price Group LLC
and The 520 Group, LLC (incorporated by reference to
Exhibit 1 to the Schedule 13D filed by The 520 Group,
LLC with the SEC on December 29, 2003).
9 Assignment, dated as of December 18, 2003, by and
between The Price Group LLC and The 520 Group, LLC
(incorporated by reference to Exhibit 2 to the Schedule
13D filed by The 520 Group, LLC with the SEC on December
29, 2003).
CUSIP NO. 74144P502 SCHEDULE 13D/A PAGE 11 OF 11 PAGES
10 Promissory Note, in the principal amount of $31,000,000,
executed and delivered as of January 2, 2004, by The 520
Group, LLC in favor of The Price Group LLC (incorporated
by reference to Exhibit 3 to Amendment No. 1 to Schedule
13D filed by The 520 Group, LLC with the SEC on January
8, 2004).
11 Pledge and Security Agreement, dated as of January 2,
2004, by and between The 520 Group, LLC and The Price
Group LLC (incorporated by reference to Exhibit 6 to
Amendment No. 1 to Schedule 13D filed by The 520 Group,
LLC with the SEC on January 8, 2004).
12 Amended and Restated Registration Rights Agreement,
dated as of March 11, 2004, by and among The 520 Group,
LLC, The Price Group LLC, and Price Legacy Corporation
(incorporated by reference to Exhibit 10.4 to the Annual
Report on Form 10-K for the Fiscal Year Ended December
31, 2003, filed by Price Legacy Corporation with the SEC
on March 15, 2004).