Price Legacy Files Recap

The proposed recapitalization of the real estate investment trust consists of a number of measures relating to the exchange of existing stock for new stock to be issued by the company. Price Legacy expects the recapitalization to close soon after a special meeting and subject to the approval of Price Legacy's stockholders as well as other customary closing conditions. Since this is a preliminary proxy statement, the company notes, actual solicitations of proxies will only be made after the company files a definitive proxy statement with the SEC and mails it to stockholders.

The San Diego-based REIT acquires, operates, develops and sells open-air shopping centers nationwide. The company manages its properties through regional offices in Arizona, California, Florida, Utah and Virginia. As of Sept. 30, according to the company's SEC filings, Price Legacy owned 49 properties comprising more than 8.5 million sf of space that was 93.7% occupied. Its recapitalization is one of a number of steps outlined earlier this year to restructure and reorganize the company, steps that included the resignation of a number of its officers. The resignations resulted in a new management team led by CEO Jack McGrory, former chairman of the REIT. Former CEO Gary Sabin, one of those who resigned, said the planned reorganization would give the company "a simplified capital structure." Along with Sabin, Rick Muir and Graham Bullick, vice-chairman and president respectively of the firm, resigned Oct. 15, 2003 "for personal reasons and to enter the private real estate market," according to a company announcement.