--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
EXCEL LEGACY CORPORATION
(NAME OF SUBJECT COMPANY (ISSUER))
PRICE ENTERPRISES, INC.
(NAME OF FILING PERSON (OFFEROR))
9% CONVERTIBLE REDEEMABLE SUBORDINATED SECURED DEBENTURES DUE 2004
10% SENIOR REDEEMABLE SECURED NOTES DUE 2004
(TITLES OF CLASSES OF SECURITIES)
300665AA4 (DEBENTURES)
300665AB2 (NOTES)
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
GARY B. SABIN
CHIEF EXECUTIVE OFFICER
PRICE ENTERPRISES, INC.
17140 BERNARDO CENTER DRIVE, SUITE 300
SAN DIEGO, CALIFORNIA 92128
(858) 675-9400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE FILING PERSON(S))
COPIES TO:
SCOTT N. WOLFE, ESQ. SIMON M. LORNE, ESQ.
CRAIG M. GARNER, ESQ. MARY ANN LYMAN, ESQ.
LATHAM & WATKINS MUNGER TOLLES & OLSON LLP
12636 HIGH BLUFF DRIVE, SUITE 300 355 SOUTH GRAND AVENUE, 35TH FLOOR
SAN DIEGO, CALIFORNIA 92130 LOS ANGELES, CALIFORNIA 90071
(858) 523-5400 (213) 683-9100
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x] third-party tender offer [ ] going private transaction
subject to Rule 14d-1 subject to Rule 13e-3
[ ] issuer tender offer [ ] amendment to Schedule 13D
subject to Rule 13e-4 under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer [ ]
1
This Amendment No. 1 to Tender Offer Statement on Schedule TO relates to
the offer by Price Enterprises, Inc., a Maryland corporation ("Enterprises"), to
exchange shares of its 8 3/4% Series A Cumulative Redeemable Preferred Stock,
par value $0.0001 per share (the "Enterprises Series A Preferred Stock"), for
all outstanding 9% Convertible Redeemable Subordinated Secured Debentures due
2004 (the "Legacy Debentures") and 10% Senior Redeemable Secured Notes due 2004
(the "Legacy Notes") of Excel Legacy Corporation, a Delaware corporation
("Legacy"), upon the terms and subject to the conditions set forth in the
Consent Solicitation Statement/Prospectus dated August 7, 2001 and in the
related consent and letter of transmittal (which, as amended or supplemented
from time to time, together constitute the "Exchange Offer"). The Legacy
Debentures and Legacy Notes will be valued at par and the Enterprises Series A
Preferred Stock will be valued at $15.00 per share for purposes of the Exchange
Offer, and each $1,000 in principal amount of Legacy Debentures and Legacy Notes
tendered will be exchanged for 66.67 shares of the Enterprises Series A
Preferred Stock.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
Item 3 is amended and supplemented to include the following information:
Each person listed under General Instruction C to Schedule TO is a citizen
of the United States.
Neither Enterprises, Legacy nor, to the best of Enterprises' knowledge, any
of Enterprises' or Legacy's executive officers and directors, has been convicted
of a criminal proceeding during the past five years (excluding traffic
violations or similar misdemeanors). Neither Enterprises, Legacy nor, to the
best of Enterprises' knowledge, any of Enterprises' or Legacy's executive
officers and directors, has been a party to any judicial or administrative
proceeding during the past five years (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final
order enjoining it from future violations of, or prohibiting activities subject
to, federal or state securities laws, or a finding of any violation of federal
or state securities laws.
ITEM 4. TERMS OF THE TRANSACTION.
The Consent Solicitation Statement/Prospectus and the related consent and
letter of transmittal, copies of which were previously filed with this Schedule
TO as Exhibits (a)(4) and (a)(1)(i), respectively, are hereby amended as follows
in response to Item 4 of this Tender Offer Statement on Schedule TO:
The answer to the question "Can I change my mind after I tender my Legacy
debentures and Legacy notes and deliver my consent?" in the "Questions and
Answers About the Transactions" section of the Consent Solicitation
Statement/Prospectus is deleted and the following is inserted in lieu thereof:
"A: Yes. You may withdraw tenders of your Legacy debentures and Legacy
notes and revoke your consent any time on or prior to the expiration date.
In addition, unless Enterprises has already accepted your tendered Legacy
debentures and Legacy notes for exchange, you may withdraw your tendered
Legacy debentures and Legacy notes and revoke your consent at any time
after October 9, 2001."
The first paragraph under the heading "The Exchange Offer and Consent
Solicitation--Withdrawal of Tendered Legacy Debentures and Legacy Notes and
Revocation of Consents" in the Consent Solicitation Statement/Prospectus is
deleted and the following is inserted in lieu thereof:
"You may withdraw tenders of Legacy debentures and Legacy notes and
revoke your consent at any time on or prior to the expiration date, but the
exchange offer consideration will not be payable on withdrawn Legacy
debentures and Legacy notes. In addition, unless Enterprises has already
accepted your tendered Legacy debentures and Legacy notes for exchange, you
may withdraw your tendered Legacy debentures and Legacy notes and revoke
your consent at any time after October 9, 2001."
2
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 5 is amended and supplemented to include the following information:
The information set forth in the section entitled "Information about
Enterprises" of the Consent Solicitation Statement/Prospectus is incorporated
herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Consent Solicitation Statement/Prospectus and the related consent and
letter of transmittal, copies of which were previously filed with this Schedule
TO as Exhibits (a)(4) and (a)(1)(i), respectively, are hereby amended as follows
in response to Item 7 of this Tender Offer Statement on Schedule TO:
The first paragraph under the heading "The Exchange Offer and Consent
Solicitation--General" in the Consent Solicitation Statement/Prospectus is
deleted and the following is inserted in lieu thereof:
"Enterprises is offering to exchange shares of Enterprises Series A
preferred stock for all outstanding Legacy debentures and Legacy notes. If
holders of all of the Legacy debentures and Legacy notes accept the
exchange offer, Enterprises will issue approximately 3,420,636 shares of
Enterprises Series A preferred stock and will pay approximately $500,000
for accrued and unpaid interest and expenses from its cash assets. The
Legacy debentures and Legacy notes acquired in the exchange offer will be
cancelled."
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Consent Solicitation Statement/Prospectus and the related consent and
letter of transmittal, copies of which were previously filed with this Schedule
TO as Exhibits (a)(4) and (a)(1)(i), respectively, are hereby amended as follows
in response to Item 8 of this Tender Offer Statement on Schedule TO:
The last sentence of the third paragraph under the heading "The Exchange
Offer and Consent Solicitation--Required Consents" in the Consent Solicitation
Statement/Prospectus is deleted and the following is inserted in lieu thereof:
"As of August 3, 2001, none of Enterprises' or Legacy's directors,
executive officers or affiliates beneficially owned any Legacy debentures
or Legacy notes, other than: James F. Cahill who beneficially owned
approximately $0.5 million in principal amount of Legacy debentures,
representing approximately 1.4% of the outstanding principal amount of
Legacy debentures, and approximately $0.3 million in principal amount of
Legacy notes, representing approximately 1.4% of the outstanding principal
amount of Legacy notes; Murray Galinson who beneficially owned
approximately $0.4 million in principal amount of Legacy debentures,
representing approximately 1.1% of the outstanding principal amount of
Legacy debentures, and approximately $0.2 million in principal amount of
Legacy notes, representing approximately 1.1% of the outstanding principal
amount of Legacy notes; and Jack McGrory who beneficially owned
approximately $0.1 million in principal amount of Legacy debentures,
representing approximately 0.4% of the outstanding principal amount of
Legacy debentures, and approximately $0.1 million in principal amount of
Legacy notes, representing approximately 0.4% of the outstanding principal
amount of Legacy notes. Enterprises and Legacy have been advised that James
F. Cahill, Murray Galinson and Jack McGrory intend to exchange their Legacy
debentures and Legacy notes in the exchange offer."
3
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: August 23, 2001 PRICE ENTERPRISES, INC.
By: /s/ JAMES Y. NAKAGAWA
-------------------------------
Name: James Y. Nakagawa
Title: Chief Financial Officer
4