SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 2)1
PRICESMART, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
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(Title of Class of Securities)
741511109
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(CUSIP Number)
JAMES F. CAHILL
PRICE ENTITIES
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA
(858) 551-2303
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 25, 2003
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ].
(Continued on the following pages)
Page 1 of 8 Pages
1 The remainder of this cover 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 cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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).
SCHEDULE 13D
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CUSIP No. 741511109 PAGE 2 OF 8
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT E. PRICE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
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7 SOLE VOTING POWER
212 SHARES
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 2,347,050 SHARES
REPORTING -------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
212 SHARES
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10 SHARED DISPOSITIVE POWER
2,347,050 SHARES
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,347,262 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.2%(1)
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14 TYPE OF REPORTING PERSON*
IN
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(1) BASED ON 6,871,913 SHARES OF PRICESMART COMMON STOCK OUTSTANDING AS OF
MARCH 31, 2003, AS REPORTED IN PRICESMART'S QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED FEBRUARY 28, 2003, AND INCLUDES 1,100 SHARES OF
SERIES A PREFERRED STOCK CURRENTLY CONVERTIBLE INTO 29,332 SHARES OF
PRICESMART COMMON STOCK.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 8
This Amendment No. 2 to Schedule 13D relating to PriceSmart, Inc., a
Delaware corporation ("PriceSmart"), is being filed on behalf of the undersigned
to amend the Schedule 13D filed with the Securities and Exchange Commission on
September 8, 1997, as amended by amendment No. 1 thereto filed with the
Securities and Exchange Commission on January 22, 2002.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of PriceSmart's common stock, par
value $0.0001 per share ("PriceSmart Common Stock"). The principal executive
offices of PriceSmart are located at 4649 Morena Boulevard, San Diego,
California 92117.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (f) This statement on Schedule 13D is filed by Robert E. Price, a
U.S. Citizen.
(b) The principal business address of Mr. Price is 7979 Ivanhoe
Avenue, Suite 520, La Jolla, California 92037.
(c) The principal occupation of Mr. Price is self-employed
investor and manager of The Price Group LLC, a California
limited liability company (the "Price Group").
(d)-(e) During the last five years, Mr. Price has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as
a result of which he was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Distribution Agreement, dated as of August 26, 1997, between
Price Enterprises, Inc., a Delaware corporation ("PEI"), and PriceSmart, all of
the issued and outstanding shares of PriceSmart Common Stock were distributed
(the "Distribution") on August 29, 1997 to the holders of PEI's common stock,
par value $.0001 per share ("PEI Common Stock"). Pursuant to the Distribution,
each PEI stockholder received one share of PriceSmart Common Stock for every
four shares of PEI Common Stock held by such person on August 15, 1997. No
consideration was paid in connection with the acquisition pursuant to the
Distribution of the shares of PriceSmart Common Stock subject to this statement.
On August 29, 1997, Mr. Price, as co-trustee of the Robert & Allison Price
Trust 1/10/75 (the "Robert & Allison Price Trust"), acquired 320,434 shares of
PriceSmart Common Stock through the Distribution. On August 29, 1997, Mr. Price,
as co-trustee of Robert & Allison Price Charitable Remainder Trust, acquired
312,500 shares of PriceSmart Common Stock through the Distribution. On August
29, 1997, Mr. Price, as co-trustee of a trust for the benefit of his three minor
children, acquired 22,566 shares of PriceSmart Common Stock through the
Distribution. On August 29, 1997, Mr. Price, as Custodian for his Minor Children
(UGMA-CA), acquired 1,278 shares of PriceSmart Common Stock through the
Distribution. On August 29, 1997, The Price Family Charitable Fund (formerly the
Sol & Helen Price Foundation) (the "Price Family Charitable Fund"), of which Mr.
Price is a director, acquired 625,125 shares of PriceSmart Common Stock through
the Distribution. On August 29, 1997, 74 shares of PriceSmart Common Stock were
distributed into a profit sharing and 401(k) plan account maintained by Mr.
Price's former employer in connection with the Distribution.
1) In September 1997, Mr. Price, as co-trustee of the Robert & Allison Price
Trust, made gifts of an aggregate of 37,500 shares of PriceSmart Common Stock to
his three children.
2) On December 22, 1997, the Price Family Charitable Fund, of which Mr. Price
is a director, received 30,520 shares of PriceSmart Common Stock as a
contribution.
3) On October 12, 1998, Mr. Price, as co-trustee of the Robert & Allison Price
Trust, received 1,148 shares of PriceSmart Common Stock as a gift.
PAGE 4 OF 8
4) On February 17, 1999, Mr. Price, as Custodian for his Minor Children
(UGMA-CA), distributed an aggregate of 1,064 shares of PriceSmart Common Stock
to two of his children.
5) On April 16, 1999, Mr. Price, as co-trustee of the Robert & Allison Price
Trust, made a gift of 15 shares of PriceSmart Common Stock to one individual
6) On March 8, 2000, Mr. Price, as co-trustee of the Robert & Allison Price
Trust, made a gift of 500 shares of PriceSmart Common Stock to one individual.
7) On June 30, 2000, Mr. Price, as co-trustee of the Robert & Allison Price
Charitable Remainder Trust, transferred 14,900 shares of PriceSmart Common Stock
as a unitrust distribution the Robert & Allison Price Trust, of which Mr. Price
is a co-trustee.
8) On August 8, 2000, the Price Family Charitable Fund, of which Mr. Price is
a director, received a contribution of 8,737 shares of PriceSmart Common Stock.
9) On August 11, 2000, the Price Group, of which Mr. Price is a co-manager,
received a capital contribution of 165,577 shares of PriceSmart Common Stock
from one of its members.
10) On December 18, 2000, Mr. Price, as co-trustee of the Robert & Allison
Price Trust, transferred 7,000 shares of PriceSmart Common Stock to the Robert &
Allison Price Charitable Remainder Trust, of which Mr. Price is a co-trustee.
11) In November 2001, Mr. Price, as co-trustee of the Robert & Allison Price
Trust, transferred an aggregate of 291,467 shares of PriceSmart Common Stock to
the Robert & Allison Price Charitable Remainder Trust, of which Mr. Price is a
co-trustee.
12) On January 23, 2002, the Price Family Charitable Fund, of which Mr. Price
is a director, acquired for cash 550 shares of PriceSmart's 8% Series A
Cumulative Convertible Redeemable Preferred Stock, par value $.0001 per share
(the "Series A Preferred Stock"), from PriceSmart in a private transaction for
$1,000 per share. The Series A Preferred Stock is convertible at the option of
the holder at any time, or automatically on January 17, 2012, into shares of
PriceSmart Common Stock at a conversion price of $37.50 per share, subject to
customary anti-dilution adjustments; accrues a cumulative preferential dividend
at an annual rate of 8%, payable quarterly in cash; and may be redeemed by
PriceSmart at any time on or after January 17, 2007. PriceSmart is required to
register with the Securities and Exchange Commission the shares of PriceSmart
Common Stock issuable upon conversion of the Series A Preferred Stock.
13) On November 21, 2002, the Price Family Charitable Fund, of which Mr. Price
is a director, received a contribution of 250,000 shares of Price Smart common
stock from the Price Family Charitable Trust.
14) On April 25, 2003, San Diego Revitalization Corporation, of which Mr. Price
is a director, acquired for cash and a promissory note 619,046 shares of
PriceSmart Common Stock from the Price Family Charitable Trust in a private
transaction for $16.12 per share.
15) On April 25, 2003, San Diego Revitalization Corporation, of which Mr. Price
is a director, acquired for cash 550 shares of PriceSmart's 8% Series A
Cumulative Convertible Redeemable Preferred Stock, par value $.0001 per share
(the "Series A Preferred Stock"), from the Price Family Charitable Trust in a
private transaction for $1,000 per share. The Series A Preferred Stock is
convertible at the option of the holder at any time, or automatically on January
17, 2012, into shares of PriceSmart Common Stock at a conversion price of $37.50
per share, subject to customary anti-dilution adjustments; accrues a cumulative
preferential dividend at an annual rate of 8%, payable quarterly in cash; and
may be redeemed by PriceSmart at any time on or after January 17, 2007.
PriceSmart is required to register with the Securities and Exchange Commission
the shares of PriceSmart Common Stock issuable upon conversion of the Series A
Preferred Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth above in Item 3 is incorporated herein by
reference. All shares of PriceSmart Common Stock and Series A Preferred Stock
beneficially owned by Mr. Price are held for investment purposes only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Price may be deemed to beneficially own 2,347,262 shares of
PriceSmart Common Stock, consisting of 2,317,930 shares of
PriceSmart Common Stock and 1,100 shares of Series A Preferred
Stock currently convertible into 29,332 shares of PriceSmart
Common Stock. The shares of PriceSmart Common Stock Mr. Price may
be deemed to beneficially own represent approximately 34.2% of
the issued and outstanding shares of PriceSmart Common Stock,
based on 6,871,913 shares of PriceSmart Common Stock outstanding
as of March 31, 2003, as reported in PriceSmart's Quarterly
Report on Form 10-Q for the quarter ended February 28, 2003. The
shares may be deemed to be beneficially owned by Mr. Price as
follows:
PAGE 5 OF 8
(1) 596,067 shares of PriceSmart Common Stock by Mr. Price as
co-trustee of Robert & Allison Price Charitable Remainder
Trust;
(2) 22,566 shares of PriceSmart Common Stock by Mr. Price as
co-trustee of Trusts for Benefit of his Minor Children;
(3) 212 shares of PriceSmart Common Stock by Mr. Price as
Custodian for his Minor Children (UGMA-CA);
(4) 80 shares of PriceSmart Common Stock held for Mr. Price's
account in a profit sharing and 401(k) plan maintained by
his former employer;
(5) 929,048 shares of PriceSmart Common Stock, including 550
shares of Series A Preferred Stock currently convertible
into 14,666 shares of PriceSmart Common Stock, by Mr. Price
as a director of the Price Family Charitable Fund;
(6) 165,577 shares of PriceSmart Common Stock by Mr. Price as
co-manager of the Price Group.
(7) 633,712 shares of PriceSmart Common Stock, including 550
shares of Series A Preferred Stock currently convertible
into 14,666 shares of PriceSmart Common Stock, by Mr. Price
as a director of San Diego Revitalization Corporation.
Mr. Price disclaims beneficial ownership of the 1,728,337 shares of
PriceSmart Common Stock beneficially owned by the Price Family
Charitable Fund, the Price Group, and San Diego Revitalization
Corporation.
These shares do not include 1,781,597 shares of PriceSmart Common
Stock that may be deemed to be beneficially owned by Sol Price, the
father of Mr. Price, which represent approximately 25.9% of the issued
and outstanding shares of PriceSmart Common Stock. However, of the
1,781,597 shares that may be deemed to be beneficially owned by Mr. S.
Price, Mr. Price and Mr. S. Price may each be deemed to beneficially
own the 1,728,337 shares of PriceSmart Common Stock held by the Price
Family Charitable Fund, the Price Group, and San Diego Revitalization
Corporation which represent approximately 25.1% of the issued and
outstanding shares of PriceSmart Common Stock.
(b) The power to vote and the power to dispose of such shares is as
follows:
Sole power to vote or direct the vote: 212 shares
Shared power to vote or direct the vote: 2,347,050 shares
Sole power to dispose or direct the disposition: 212 shares
Shared power to dispose or direct the disposition: 2,347,050
shares
Allison Price, who is the wife of Mr. Price, is the co-trustee with
Mr. Price for each of the Robert & Allison Price Trust, the Robert &
Allison Price Charitable Remainder Trust and trusts established for
the benefit of their three minor children, which beneficially own an
aggregate of 618,633 shares of PriceSmart Common Stock. Under the
terms of these trusts, the co-trustees must act jointly to vote or
dispose of shares of stock owned by such trusts.
Mr. Price shares the power to vote and dispose of the shares of
PriceSmart Common Stock held by the Price Family Charitable Fund,
the Price Group, and San Diego Revitalization Corporation. The
directors and executive officers of the Price Family Charitable Fund
and San Diego Revitalization Corporation (collectively, the "PFCF and
SDR Directors and Officers"), each of whom is a citizen of the United
States, are as follows:
Sol Price Director and Chairman of the Board
Robert E. Price Director and President
James F. Cahill Director and Vice President
Jack McGrory Director
Allison Price Director
Helen Price Director
Murray Galinson Director
William Gorham Director
PAGE 6 OF 8
Joseph R. Satz Secretary
Kathy Hillan Treasurer
The members of the Price Group, their voting interests and the
Managers of the Price Group, who are also directors and executive
officers, as the case may be, of the Price Family Charitable Fund and
San Diego Revitalization Corporation, are as follows:
MEMBER VOTING INTEREST MANAGER
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Sol and Helen Price Trust 48% Sol Price
Robert and Allison Price Trust 12% Robert Price
James F. Cahill 12% Jim Cahill
Jack and Cheryl McGrory Trust 12% Jack McGrory
Murray and Elaine Galinson Trust 9% Murray Galinson
Kathy Hillan 5% Kathy Hillan
Joseph R. Satz and Linda Satz Trust 2% Joseph R. Satz
Under law and the relevant agreements, the Managers generally have the
authority to manage the business and affairs of the Price Group.
The principal executive office of the Price Family Charitable Fund,
the Price Group, and San Diego Revitalization Corporation and the
principal business address of each of the PFCF and SDR Directors and
Officers is 7979 Ivanhoe Avenue, Suite 520, La Jolla, California
92037.
The principal business of the Price Family Charitable Fund is to
function as a private foundation. The principal business of the Price
Group is real estate and investment. The principal business at San
Diego Revitalization Corporation is to function as a public charity.
The principal occupation of Mr. S. Price is self-employed investor and
manager of the Price Group. The principal occupation of each of Mr.
Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz and Ms. Hillan is manager
of Price Group. Mr. Gorham is self-employed. Ms. A. Price and Ms. H.
Price are not presently employed.
To Mr. Price's knowledge, during the last five years, neither the
Price Family Charitable Fund, the Price Group and San Diego
Revitalization Corporation nor any of the PFCF and SDR Directors and
Officers has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation of such laws.
(c) The information set forth above in Item 3 is incorporated herein by
reference.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Grupo Gigante, S.A. de C.V., a corporation organized under the laws of
the United Mexican States ("Gigante"), entered into a Right of First Refusal
Agreement dated as of January 15, 2002 (the "Right of First Refusal Agreement")
with Robert E. Price, Sol Price, the Price Family Charitable Fund, the Price
Group, the Robert and Allison Price Trust, the Robert & Allison Price Charitable
Remainder Trust, the Price Family Charitable Trust and the Sol and Helen Price
Trust (each a "Price Entity," and collectively, the "Price Entities"), pursuant
to which, in the event the Price Entities desire to sell, give or otherwise
transfer shares of PriceSmart Common Stock (the "Stock") owned by the Price
Entities to any party other than to (i) another Price Entity, (ii) Gigante or
(iii) in the case of a Price Entity that is a trust, the beneficiary of the
trust upon an event causing a distribution of trust assets under the trust's
governing documents, the Price Entities are obligated to offer to sell the Stock
to Gigante on the same terms, except that the Price Entities are permitted to
sell, give or otherwise transfer an aggregate of 50,000
PAGE 7 OF 8
shares of the Stock without regard to the transfer restrictions in the Right of
First Refusal Agreement. For purposes of the Right of First Refusal Agreement,
any merger, recapitalization, sale, transfer or other business combination or
disposition involving 50% or more of PriceSmart's assets will constitute a
transfer requiring the Price Entities to first offer the Stock to Gigante. This
right of first refusal, unless sooner terminated in accordance with the terms of
the Right of First Refusal Agreement, will remain in effect until January 22,
2003. Under the Right of First Refusal Agreement, the Price Entities also have
agreed to vote the Stock in favor of the election of Gigante's designee to the
PriceSmart board of directors until January 22, 2004 or until PriceSmart is no
longer required to nominate such designee pursuant to the Series A Preferred
Stock and Warrant Purchase Agreement entered into on January 15, 2002 between
PriceSmart and Gigante, whichever occurs first.
ITEM 7. EXHIBITS.
Exhibit 1* Right of First Refusal Agreement by and among
Grupo Gigante, S.A. de C.V. and Robert E. Price,
Sol Price, The Price Family Charitable Fund, The
Price Group LLC, the Robert and Allison Price
Trust, the Robert & Allison Price Charitable
Remainder Trust, the Price Family Charitable
Trust and the Sol and Helen Price Trust dated as
of January 15, 2002.
Exhibit 2* Series A Preferred Stock Purchase Agreement
dated as of January 18, 2002 between PriceSmart
and the Investors Listed on Exhibit A Thereto.
Exhibit 3** Amended and Restated Certificate of Incorporation
of PriceSmart, Inc.
Exhibit 4* Certificate of Designations, Preferences and
Relative, Participating, Optional and Other
Special Rights of 8% Series A Cumulative
Convertible Redeemable Preferred Stock and
Qualifications, Limitations and Restrictions
Thereof dated January 15, 2002.
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* Incorporated by reference to PriceSmart's Current Report
on Form 8-K filed with the Securities and Exchange
Commission on January 24, 2002.
** Incorporated by reference to PriceSmart's Annual Report
on Form 10-K for the year ended August 31, 1997 filed
with the Securities and Exchange Commission on November
26, 1997.
PAGE 8 OF 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 5, 2003
/s/ Robert E. Price
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Robert E. Price
EXHIBIT INDEX
Exhibit 1* Right of First Refusal Agreement by and among Grupo
Gigante, S.A. de C.V. and Robert E. Price, Sol Price, The
Price Family Charitable Fund, The Price Group LLC, the Robert
and Allison Price Trust, the Robert & Allison Price Charitable
Remainder Trust, the Price Family Charitable Trust and the Sol
and Helen Price Trust dated as of January 15, 2002.
Exhibit 2* Series A Preferred Stock Purchase Agreement dated as of
January 18, 2002 between PriceSmart and the Investors Listed
on Exhibit A Thereto.
Exhibit 3** Amended and Restated Certificate of Incorporation of
PriceSmart, Inc.
Exhibit 4* Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of 8% Series
A Cumulative Convertible Redeemable Preferred Stock and
Qualifications, Limitations and Restrictions Thereof dated
January 15, 2002.
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* Incorporated by reference to PriceSmart's Current Report on Form 8-K
filed with the Securities and Exchange Commission on January 24, 2002.
** Incorporated by reference to PriceSmart's Annual Report on Form 10-K
for the year ended August 31, 1997 filed with the Securities and
Exchange Commission on November 26, 1997.