<Page>
--------------------------------------------------------------------------------
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. 2)
EXCEL LEGACY CORPORATION
(NAME OF SUBJECT COMPANY (ISSUER))
PRICE LEGACY CORPORATION
(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 LEGACY CORPORATION
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 subject / / going private transaction
to Rule 14d-1 subject to Rule 13e-3
/ / issuer tender offer subject to / / amendment to Schedule 13D under
Rule 13e-4 Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer [x]
<Page>
This Amendment No. 2 to Tender Offer Statement on Schedule TO relates to the
offer by Price Legacy Corporation ("Price Legacy"), a Maryland corporation
formerly known as Price Enterprises, Inc. ("Enterprises"), to exchange shares of
its 8 3/4% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per
share (the "Price Legacy 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 were
valued at par and the Price Legacy Series A Preferred Stock was 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 was exchanged for 66.67
shares of Price Legacy Series A Preferred Stock.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 is amended and supplemented to include the following information:
The Exchange Offer expired at 5:00 p.m., New York City time, on September 18,
2001. Price Legacy accepted a total of approximately $30.4 million in principal
amount of Legacy Debentures and $15.8 million in principal amount of Legacy
Notes. Price Legacy also obtained the requisite consent under the related
consent solicitation to release the collateral securing the Legacy Debentures
and Legacy Notes. In exchange for the Legacy Debentures and Legacy Notes, Price
Legacy issued an aggregate of approximately 3,080,754 shares of Price Legacy
Series A Preferred Stock. Following the exchange of Legacy Debentures and Legacy
Notes in the Exchange Offer, Legacy has approximately $2.8 million in principal
amount of Legacy Debentures and $2.3 million in principal amount of Legacy Notes
outstanding, and Price Legacy has approximately 27,267,644 shares of Price
Legacy Series A Preferred Stock outstanding.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is amended and supplemented to include the following information:
On September 18, 2001, Price Legacy and Legacy issued a joint press release
announcing the final results of the Exchange Offer, a copy of which is filed as
Exhibit (a)(5)(iv) hereto and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is amended and supplemented to include the following information:
(a)(5)(iv) Joint Press Release, dated September 18, 2001.
2
<Page>
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: September 19, 2001 PRICE LEGACY CORPORATION
By: /s/ Graham R. Bullick
-----------------------------------
Name: Graham R. Bullick
Title: President
3
<Page>
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(5)(iv) Joint Press Release, dated September 18, 2001.
</Table>
4