UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(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)
74144P 106
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(CUSIP Number of Class of Securities)
Scott A. Arenare, Esq.
Vice President and General Counsel
Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven A. Seidman, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
October 11, 2001
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box: [ ]
SCHEDULE 13D
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CUSIP No. 74144P 106 Page 2 of 11 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Equity Partners, L.P. I.R.S. #13-4161869
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
25,485,612
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 25,485,612
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
25,485,612
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
25,485,612
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
25,485,612 (See Item 5.)
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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)
41.7% (See Item 5.)
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SHEDULE 13D
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CUSIP No. 74144P 106 Page 6 of 11 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co. I.R.S. #13-6358475
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 25,485,612
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
25,485,612
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
25,485,612 (See Item 5.)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.7% (See Item 5.)
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
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CUSIP No. 74144P 106 Page 7 of 11 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg Pincus LLC (formerly E.M. Warburg, Pincus & Co., LLC)
I.R.S. #13-3536050
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 25,485,612
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
25,485,612
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
25,485,612 (See Item 5.)
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.7% (See Item 5.)
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed on
behalf of Warburg, Pincus & Co., a New York general partnership ("WP"), Warburg,
Pincus Equity Partners, L.P., a Delaware limited partnership ("WPEP"), and
Warburg Pincus LLC, a New York limited liability company ("WP LLC" and together
with WPEP and WP, the "Reporting Entities") to amend the Schedule 13D filed with
the Securities and Exchange Commission (the "SEC") on September 28, 2001 (the
"Original Schedule 13D"). This Amendment relates to the common stock, par value
$.0001 per share (the "Company Common Stock"), of Price Legacy Corporation
(formerly Price Enterprises, Inc.), a Maryland corporation (the "Company"). The
holdings of Company Common Stock of WPEP reported in this Amendment include
certain shares of Company Common Stock which may be deemed to be beneficially
owned by three affiliated partnerships of WPEP, Warburg, Pincus Netherlands
Equity Partners I, C.V., a Netherlands limited partnership ("Netherlands I"),
Warburg, Pincus Netherlands Equity Partners II, C.V., a Netherlands limited
partnership ("Netherlands II"), and Warburg, Pincus Netherlands Equity Partners
III, C.V., a Netherlands limited partnership ("Netherlands III").
Unless otherwise indicated in this Amendment, each capitalized term used
but not defined in this Amendment shall have the meaning assigned to such term
in the Original Schedule 13D.
This Amendment is being filed promptly following the acquisition by WPEP of
an aggregate of an additional 5,000,000 shares of Company Common Stock acquired
by the Reporting Entities through an open market purchase (which purchase
represents more than 1.0% of the outstanding shares of Company Common Stock).
-5-
The Reporting Entities are making this single joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The agreement
among the Reporting Entities to file jointly is attached as Exhibit 1 to the
Original Schedule 13D. Each Reporting Entity disclaims beneficial ownership of
all of the shares of Company Common Stock, other than those reported in the
Original Schedule 13D, as amended, as being owned by it.
Item 3. Source and Amount of Funds or Other Consideration.
The information in Item 3 of the Original Schedule 13D is hereby amended
and restated in its entirety as follows:
The total amount of funds required by WPEP to purchase the securities of
the Company as described in this Schedule 13D was furnished from the working
capital of WPEP and, with respect to the Series B Preferred Stock and the
Warrant, amounted to $100,000,000 as of September 18, 2001 and, with respect to
the 5,000,000 shares of Company Common Stock, amounted to $13,500,000 as of
October 11, 2001.
Item 5. Interest in Securities of the Issuer.
The information in Item 5 of the Original Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) The Reporting Entities beneficially own shares of Company Common Stock
by virtue of their ownership of shares of Company Common Stock directly as well
as their ownership of the Series B Preferred Stock and the Warrant, which are
convertible
-6-
or exercisable, as applicable, into shares of Company Common Stock. On September
18, 2001, WPEP acquired 17,985,612 shares of Series B Preferred Stock and the
Warrant (collectively, the "Securities") pursuant to the Purchase Agreement,
which in the aggregate represent the beneficial ownership of 20,485,612 shares
of Company Common Stock, assuming the full conversion and exercise of the
Securities. On October 11, 2001, WPEP purchased 5,000,000 shares of Company
Common Stock at a purchase price of $2.70 per share through an open market
purchase for an aggregate purchase price of $13,500,000 (the "Additional Common
Stock"). The Additional Common Stock together with the Securities (assuming the
full conversion and exercise of the Securities) comprises a total of 25,485,612
shares of Company Common Stock beneficially owned by the Reporting Entities as
of such date. The 25,485,612 shares of Company Common Stock (assuming the full
conversion and exercise of the Securities) represent approximately 41.7% of the
outstanding class of Company Common Stock, based on a total of 61,257,791 shares
of Company Common Stock outstanding, which is comprised of: (i) 40,772,179
shares of Company Common Stock outstanding as of the consummation of the Merger,
as represented by the Company in the Current Report on Form 8-K (the "Current
Report") of the Company, filed with the Securities and Exchange Commission on
September 19, 2001; (ii) the 17,985,612 shares of Company Common Stock issuable
upon the conversion of the 17,985,612 shares of Series B Preferred Stock
acquired by WPEP; and (iii) the 2,500,000 shares of Company Common Stock
issuable upon the exercise of the Warrant. The 5,000,000 shares of Additional
Common Stock, the Series B Preferred Stock (assuming full conversion) and the
Warrant (assuming full exercise) represent approximately 8.2%, 29.4% and 4.1%,
respectively, of the
-7-
outstanding class of Company Common Stock, as represented by the Company in the
Current Report. By virtue of WP's and WP LLC's respective relationships with
WPEP, WP and WP LLC may be deemed, under Rule 13d-3 under the Exchange Act, to
beneficially own all of the shares of Company Common Stock which are
beneficially owned by WPEP.
(b) WPEP has beneficial ownership of all 25,485,612 shares of Company
Common Stock (assuming the full conversion and exercise of the Securities)
reported in this Schedule 13D. WPEP shares voting power and dispositive power
over its holdings of Company Common Stock with WP and WP LLC.
(c) Since the filing of the Original Schedule 13D by the Reporting
Entities, WPEP purchased 5,000,000 shares of Company Common Stock at a purchase
price of $2.70 per share on October 11, 2001, which purchase was for more than
1.0% of the outstanding shares of Company Common Stock. All of the funds used by
WPEP to effect the purchase of such 5,000,000 shares of Company Common Stock
came from the working capital of WPEP and amounted to $13,500,000. Except for
the transactions described in Items 3 and 4 and this Item 5, during the last
sixty days there were no transactions effected by the Reporting Entities or by
any of the persons set forth on Schedule I to the Schedule 13D.
(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to in this Schedule 13D of securities is known
to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities.
-8-
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The information in Item 6 of the Original Schedule 13D is hereby amended by
inserting immediately prior to the last paragraph in such Item 6 of the Original
Schedule 13D the following:
Pursuant to the terms of the First Amendment to Securities Purchase
Agreement, dated as of October 8, 2001 (the "First Amendment"), the Company and
WPEP agreed to, among other things, amend the Purchase Agreement so as to permit
the purchase by WPEP of the 5,000,000 shares of Additional Common Stock. The
foregoing summary is qualified in its entirety by reference to the First
Amendment, a copy of which is filed as Exhibit 8 to this Schedule 13D and
incorporated in this Schedule 13D by reference.
Item 7. Material to be Filed as Exhibits.
The information in Item 7 of the Original Schedule 13D is hereby amended by
adding the following:
8. First Amendment to Securities Purchase Agreement, dated as of October 8,
2001, by and among the Company and WPEP.
-9-
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 22, 2001 WARBURG, PINCUS EQUITY PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Attorney in Fact
Dated: October 22, 2001 WARBURG, PINCUS NETHERLANDS
EQUITY PARTNERS I, C.V.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Attorney in Fact
Dated: October 22, 2001 WARBURG, PINCUS NETHERLANDS
EQUITY PARTNERS II, C.V.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Attorney in Fact
Dated: October 22, 2001 WARBURG, PINCUS NETHERLANDS
EQUITY PARTNERS III, C.V.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Attorney in Fact
Dated: October 22, 2001 WARBURG, PINCUS & CO.
By: /s/ Scott A. Arenare
----------------------------------------
Name: Scott A. Arenare
Title: Attorney in Fact
Dated: October 22, 2001 WARBURG PINCUS LLC
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Vice President