-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F65sfvAh1vDK7cRNcrfi5DGthbEpkVm4bXbu6KqX5zZE/iRfU8/q3XGRSUmiXcGC Pr7Sgs595FXuWxYx9K/69Q== 0000860644-03-000010.txt : 20030808 0000860644-03-000010.hdr.sgml : 20030808 20030808143840 ACCESSION NUMBER: 0000860644-03-000010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030808 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE LEGACY CORP CENTRAL INDEX KEY: 0000929647 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330628740 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43425 FILM NUMBER: 03831424 BUSINESS ADDRESS: STREET 1: 17140 BERNARDO CENTER DRIVE, SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 8586759400 MAIL ADDRESS: STREET 1: 17140 BERNARDO CENTER DRIVE, SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92128 FORMER COMPANY: FORMER CONFORMED NAME: PRICE ENTERPRISES INC DATE OF NAME CHANGE: 19940907 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REED CONNER & BIRDWELL LLC CENTRAL INDEX KEY: 0000860644 IRS NUMBER: 954833644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: SUITE 1700 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104784005 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: SUITE 1700 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: REED CONNER & BIRDWELL INC DATE OF NAME CHANGE: 19990407 FORMER COMPANY: FORMER CONFORMED NAME: CAMPBELL REED CONNER & BIRDWELL INC DATE OF NAME CHANGE: 19920424 SC 13D 1 d13xlg.txt 13D XLG UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) PRICE LEGACY CORP - ------------------------------------------------------------ (Name of Issuer) Common Stock - ------------------------------------------------------------ (Title of Class of Securities) 74144P106 - ------------------------------------------------------------ (CUSIP NUMBER) Jeffrey Bronchick, CIO Reed, Conner & Birdwell, LLC 11111 Santa Monica Boulevard, Suite 1700 Los Angeles, CA 90025 Tel No. (310) 478-4005 - ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 8, 2003 - ----------------------------------------------------------- (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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ X ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this coverage 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 coverage page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") 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: 74144P106 - --------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Reed Conner & Birdwell, LLC. I.R.S. Identification No. 95-4833644 - --------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] N/A (b) [ ] - --------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - --------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] N/A - --------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER O SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 3,500,189 OWNED BY --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING --------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 3,500,189 - --------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 3,500,189 - --------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - --------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.46% - --------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA Cusip # 74144P106 Item 1: Reporting Person, Donn B. Conner* Item 4: OO Item 6: USA Item 7: 3,500,189 Item 8: None Item 9: 3,500,189 Item 10: None Item 11: 3,500,189 Item 13: 9.46% Item 14: IN Cusip # 74144P106 Item 1: Reporting Person,Jeffrey Bronchick* Item 4: OO Item 6: USA Item 7: 3,500,189 Item 8: None Item 9: 3,500,189 Item 10: None Item 11: 3,500,189 Item 13: 9.46% Item 14 IN * Collectively referred to herein as "Control Persons" Item 1. Security and Issuer The title of the class of equity security to which this statement relates is the Common Stock of PRICE LEGACY CORP whose principal executive offices are located at 17140 Bernardo Center Drive, Suite 300, San Diego, CA 92128 Item 2. Identity & Background (a) Reed Conner & Birdwell, LLC. (b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025 (c) Investment Adviser (d) N/A (e) N/A (f) U.S.A. (a) Donn B. Conner (b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025 (c) President & CEO of RCB (d) N/A (e) N/A (f) U.S.A. (a) Jeffrey Bronchick (b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025 (c) CIO of RCB (d) N/A (e) N/A (f) U.S.A. Item 3. Source and Amount of Funds or Other Consideration Reed, Conner & Birdwell, LLC. in its capacity as an investment adviser will purchase on behalf of its' clients. No monies are borrowed for such an acquisition. Item 4. Purpose of Transaction Reed, Conner & Birdwell, LLC. ("RCB") and its' Control Persons are referred to herein as the "Reporting Person." RCB is a registered investment advisor engaged in the business of securities analysis and investment and pursues an investment philosophy of identifying undervalued companies and purchasing shares of these companies. In order to achieve its clients' investment objectives, RCB may participate in discussions with company management or third parties concerning significant matters in which RCB may suggest possible courses of action to enhance shareholder value or cause recognition of what RCB perceives to be the company's true value. In such situations, RCB may acquire more than five percent of a company's equity securities in order to play a more active role in corporate governance and participate in discussions with third parties concerning proposed corporate transactions. RCB has elected to convert its filing on Schedule 13G to a filing on Schedule 13D. RCB believes that the public announcement on July 22nd, 2003 of intra-director lawsuit which involves a Board level dispute over the future direction of Price Legacy's operations, ownership structure and a variety of financing alternatives, is an unwelcome turn of events that creates the potential for a variety of disputations that would impede the development of shareholder value. RCB is appalled that the three relevant parties: the management team, and the two groups of directors cannot engage in constructive and private dialogue to resolve far from unprecedented business and governance issues. RCB intends to talk to and meet with management, the Board of Directors and other interested parties in order to intelligently resolve these issues with a specific eye toward the representation of the common shareholders. RCB has not developed specific plans or proposals with respect to any of the foregoing but may do so in the future. RCB believes that the common shares of Price Legacy are materially undervalued and that the environment is favorable for discussions of how to best achieve this value, either through an intelligent refinancing of the firm's capital structure and a continuation of the current strategy of converting development assets into earning assets; or the sale of the entire company to a third party. The Securities reported in this filing have been purchased and held for investment purposes on behalf of client accounts over which RCB has discretionary investment and voting power. In addition, the Reporting Person may in the future acquire additional securities of the Issuer on behalf of RCB's clients or dispose of some or all of RCB's current holdings of the Securities in the ordinary course of RCB's business and the management of it's client accounts. Item 5. Interest in Securities of the Issuer (a) & (b) The Reporting Person has discretionary investment and voting power on 3,500,189 shares of common stock which constitutes approximately 9.46% of shares outstanding. All ownership percentages herein assume that there are 36.999 MM shares outstanding. (c) Transactions made by RCB within the last sixty days: 6/17/2003 S 170 3.63 6/19/2003 S 280 3.62 6/23/2003 S 7504 3.58 6/24/2003 S 870 3.68 6/27/2003 B 10808 3.78 7/14/2003 S 900 3.87 7/15/2003 S 175680 3.92 7/16/2003 S 950 3.88 7/22/2003 S 1000 3.83 7/23/2003 S 12130 3.94 7/25/2003 B 9100 3.95 7/25/2003 B 2240 3.95 7/25/2003 B 2240 3.95 7/28/2003 B 3400 3.95 7/29/2003 B 3200 3.89 7/23/2003 B 10600 3.95 7/15/2003 B 150000 3.92 7/23/2003 B 11800 3.95 7/31/2003 S 1105 3.83 7/31/2003 S 1180 3.83 7/31/2003 S 400 3.83 8/5/2003 S 1060 3.49
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Reed, Conner & Birdwell, LLC. and its' Control Persons entered into a joint filing agreement on August 8, 2003. Item 7. Material to Be Filed as Exhibits Exhibit 1: Joint Filing Agreement by RCB and its' control persons. 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: August 8, 2003 Reed Conner & Birdwell, LLC. By: /S/ Donn B. Conner - ---------------------------------- Donn B. Conner, President & CEO By: /S/ Jeffrey Bronchick - ---------------------------------- Jeffrey Bronchick, CIO Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(F)(1) This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules there under may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers states that they each satisfy the requirements for making a joint filing under Rule 13d-1. Dated: August 8, 2003 By: /S/ Donn B. Conner - ----------------------------------- Donn B. Conner, President & CEO By: /S/ Jeffrey Bronchick - ----------------------------------- Jeffrey Bronchick, CIO -----END PRIVACY-ENHANCED MESSAGE-----