Filed by Price Enterprises, Inc.
pursuant to Rule 425 under the
Securities Act of 1933
Commission File No: 0-20449
Subject Company: Excel Legacy Corporation
NEWS
EXCEL LEGACY CORPORATION & PRICE ENTERPRISES, INC.
FOR IMMEDIATE RELEASE: AUGUST 10, 2001 (XLG/PREN)
CONTACT: GRAHAM R. BULLICK, PH.D., SENIOR VICE PRESIDENT,
EXCEL LEGACY CORPORATION/PRICE ENTERPRISES, INC.,
17140 BERNARDO CENTER DRIVE, SUITE 300, SAN DIEGO, CA 92128
(858) 675-9400
EXCEL LEGACY CORPORATION AND PRICE ENTERPRISES, INC.
ANNOUNCE NEW ANNUAL MEETING DATE AND
COMMENCEMENT OF EXCHANGE OFFER AND TENDER OFFER
SAN DIEGO, CA. (August 10, 2001) - Excel Legacy Corporation (Amex: XLG) and
Price Enterprises, Inc. (Nasdaq: PREN) announced the date of their 2001
annual meetings of stockholders. The Legacy meeting will be held at the
Rancho Bernardo Inn in San Diego, CA at 9:00 a.m. on September 11, 2001. The
Price Enterprises meeting will be held at the Rancho Bernardo Inn in San
Diego, CA at 11:00 a.m. on September 11, 2001. Stockholders of record on
August 3, 2001 are entitled to notice of and to vote at these meetings, where
they will determine the outcome of the proposed merger (press release March
21, 2001) between Legacy and Price Enterprises and the proposed $100 million
investment by Warburg Pincus, the global private equity firm, in the combined
company, Price Legacy Corporation.
Price Enterprises also announced today that, as required by the merger agreement
with Legacy, Price Enterprises is commencing:
o an exchange offer for all of Legacy's outstanding 9%
Convertible Redeemable Subordinated Secured Debentures due
2004 and 10% Senior Redeemable Secured Notes due 2004 and
related consent solicitation, and
o a tender offer for all outstanding shares of Price
Enterprises' common stock.
The exchange offer, consent solicitation and tender offer are currently
scheduled to expire at 5:00 p.m., New York City time, on September 11, 2001,
unless extended.
In the exchange offer, Price Enterprises is offering to exchange 66.67 shares of
Price Enterprises' 8 3/4% Series A Cumulative Redeemable Preferred Stock for
each $1,000 in principal amount of Legacy debentures and Legacy notes tendered.
Price Enterprises is also soliciting the consents of holders of the Legacy
debentures and Legacy notes to release the collateral securing these debt
securities. The exchange offer and consent solicitation are detailed in the
Schedule TO and Consent Solicitation Statement/Prospectus filed by Price
Enterprises with the Securities and Exchange Commission. The exchange offer and
consent solicitation are conditioned on the completion of the merger and other
general conditions described in the Consent Solicitation Statement/Prospectus,
which will be delivered to holders of the Legacy debentures and Legacy notes.
In the tender offer, Price Enterprises is offering to purchase all outstanding
shares of its common stock (other than those shares currently held by Legacy and
those shares issued in the merger) at a purchase price of $7.00 per share, net
to the seller in cash, without interest. The tender offer is detailed in the
Schedule TO and Offer to Purchase filed by Price Enterprises with the Securities
and Exchange Commission. The tender offer is conditioned on the completion of
the merger and other general conditions described in the Offer to Purchase,
which will be delivered to Price Enterprises' common stockholders.
If you have any questions about the merger, exchange offer, consent solicitation
or tender offer or wish to request the merger, exchange offer or tender offer
documents, you may call the information agent, Mellon Investor Services LLC, at
(800) 335-7842. You may also call Graham R. Bullick, Ph.D., Senior Vice
President--Capital Markets of Legacy and Price Enterprises, at (858) 675-9400
ext. 316.
EXCEL LEGACY CORPORATION is a real estate company which acquires, sells,
develops, manages, invests, finances and operates real property and related
businesses.
PRICE ENTERPRISES, INC., is a REIT which acquires, develops and manages open air
retail properties.
####
Certain statements in this release that are not historical fact may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results of Legacy and Price Enterprises to differ materially from historical
results or from any results expressed or implied by such forward-looking
statements, including without limitation: risks that the Legacy/Price
Enterprises merger and the preferred stock investment by Warburg Pincus will not
be completed as described or at all; national and local economic conditions; the
competitive environment in which the companies operate; financing risks;
property management risks; acquisition and development risks; potential
environmental and other liabilities; and other factors affecting the real estate
industry generally. The companies refer you to the documents they file from time
to time with the Securities and Exchange Commission, specifically the section
titled "Certain Cautionary Statements" in Legacy's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 and the section titled "Factors That
May Affect Future Performance" in Price Enterprises' Annual Report on Form 10-K
for the fiscal year ended December 31, 2000, which discuss these and other
factors that could adversely affect the companies' results.
This communication is neither an offer to purchase nor a solicitation of an
offer to sell any securities of Legacy or Price Enterprises. The merger,
exchange offer, consent solicitation and tender offer will be effected only
through a joint proxy statement/prospectus, consent solicitation
statement/prospectus, offer to purchase and related documents. Investors are
urged to read these materials when they become available, because they will
contain important information. The joint proxy statement/prospectus, consent
solicitation statement/prospectus, offer to purchase and related documents will
be filed with the Securities and Exchange Commission by Legacy and Price
Enterprises, as applicable. Investors may obtain a free copy of these materials
(when they become available) and other documents filed by Legacy and Price
Enterprises at the Commission's Web site at http://www.sec.gov.
Legacy, Price Enterprises, and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies in connection
with the merger and the exchange offer and consent solicitation. Such
individuals may have interests in these transactions, including as a result of
their securities holdings or holding of options. A detailed list of the names,
affiliations and interests of the participants in these transactions is
contained in the registration statements filed by Price Enterprises on July 31,
2001.