SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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. ___) (1)
PRICESMART, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(Title of Class of Securities)
741511109
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(CUSIP Number)
JAMES F. CAHILL
SAN DIEGO REVITALIZATION CORP.
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA 92037
TELEPHONE (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. [_]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 pages)
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(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).
CUSIP NO. 741511109 SCHEDULE 13D PAGE 2 OF 11 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
San Diego Revitalization Corp.
33-0898712
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
NUMBER OF 7
633,712 (see Item 5)
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
633,712 (see Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
633,712 (see Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.2% (see Item 5)
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TYPE OF REPORTING PERSON*
14
OO - Nonprofit Corporation
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CUSIP NO. 741511109 SCHEDULE 13D PAGE 3 OF 11 PAGES
This statement on Schedule 13D is filed by San Diego Revitalization
Corp., a California nonprofit corporation, and relates to the common stock, par
value $0.0001 of PriceSmart, Inc., a Delaware corporation.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, par value
$0.0001 of PriceSmart, Inc. ("Common Stock"), a Delaware corporation
("PriceSmart").
The address of the principal executive offices of PriceSmart is 4649 Morena
Boulevard, San Diego, California 92117.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (f) This statement on Schedule 13D is filed by San Diego
Revitalization Corp., a California nonprofit corporation
("SDRC").
The directors and executive officers of SDRC (collectively,
the "SDRC Directors and Officers"), each of whom is a
citizen of the United States, are as follows:
Sol Price Director, Chairman of the Board, and
President
Robert E. Price Director and Executive Vice President
James F. Cahill Director and Executive Vice President
Jack McGrory Director and Executive Vice President
Allison Price Director
Murray Galinson Director
William Gorham Director
Kathy Hillan Treasurer
Joseph R. Satz Secretary
Each of the SDRC Directors and Officers disclaims membership
in a group with SDRC, and SDRC disclaims membership in a
group with any of the SDRC Directors and Officers.
(b) The principal executive office of SDRC and the principal
business address of each of the SDRC Directors and Officers
is 7979 Ivanhoe Avenue, Suite 520, La Jolla, California
92037.
(c) The principal business of SDRC is to purchase, develop, and
rehabilitate real estate in the community of City Heights,
San Diego, California, in furtherance of its goals of, among
other things, combating community deterioration, providing
low income and decent affordable housing, and reducing crime
through housing improvements, in the City Heights
neighborhood.
The principal occupation of each of Mr. S. Price and Mr. R.
Price is self-employed investor and manager of The Price
Group LLC, a California limited liability company ("Price
Group"). The principal occupation of each of Mr. Cahill, Mr.
McGrory, Mr. Galinson, Mr. Satz, and Ms. Hillan is manager of
Price Group. The principal occupation of Mr. Gorham is
self-employed investor. Ms. A. Price is not presently
employed.
(d)-(e) During the last five years, neither SDRC nor any of the SDRC
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
CUSIP NO. 741511109 SCHEDULE 13D PAGE 4 OF 11 PAGES
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 AND OTHER CONSIDERATION
On April 25, 2003, SDRC purchased from the Price Family Charitable Trust
("PFCT") 619,046 shares of Common Stock at the purchase price of $16.12 per
share. In satisfaction of the purchase price for such purchase, SDRC (i)
paid $950,000 in cash to PFCT and (ii) executed a promissory note, in favor
of PFCT, with a principal amount of $9,029,021.52 (the "Promissory Note").
In addition, on April 25, 2003, SDRC purchased from PFCT 550 shares of the
8% Series A Cumulative Convertible Redeemable Preferred Stock of PriceSmart
("Series A Preferred Stock") at a purchase price of $1,000 per share. In
satisfaction of the purchase price for such purchase, SDRC paid $550,000 in
cash to PFCT.
Interest accrues on the Promissory Note at 4% per annum. Pursuant to a
Pledge and Security Agreement, dated April 24, 2003 (the "Pledge and
Security Agreement"), SDRC has granted to PFCT a security interest in both
the 619,046 shares of Common Stock and the 550 shares of Series A Preferred
Stock purchased by SDRC, in each case, to secure SDRC's obligations under
the Promissory Note. In the event of a default by SDRC with respect to the
Promissory Note, PFCT may exercise its remedies as a secured party with
respect to the pledged shares. The foregoing description of the Promissory
Note and the Pledge and Security Agreement is qualified in its entirety by
reference to such documents, which are filed as Exhibit 1 and Exhibit 2,
respectively, to this Schedule 13D. Both such documents are incorporated
herein in their entirety by reference in response to this Item 3.
The Series A Preferred Stock is (i) convertible at the option of the holder
at any time, or automatically on January 17, 2012, into shares of Common
Stock at a conversion price of $37.50 per share, subject to customary
antidilution adjustments, (ii) accrues a cumulative preferential dividend
at an annual rate of 8%, payable quarterly in cash, and (iii) 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 Common Stock issuable upon conversion of the Series A Preferred
Stock. Accordingly, the 550 shares of Series A Preferred Stock purchased by
SDRC are currently convertible into approximately 14,666 shares of Common
Stock.
The foregoing description of the terms of the Series A Preferred Stock is
qualified in its entirety by reference to the 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, which is incorporated herein in its entirety by reference in response
to this Item 3 and as Exhibit 3 to this Schedule 13D.
All cash paid by SDRC to PFCT in connection with the foregoing purchases
were funded by working capital of SDRC.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth above in Item 3 is incorporated herein by
reference. All shares of Common Stock and Series A Preferred Stock held by
SDRC are held for investment purposes only.
While SDRC does not have any present plans to purchase additional shares of
Common Stock or other securities of the Company, or to sell any of the
shares
CUSIP NO. 741511109 SCHEDULE 13D PAGE 5 OF 11 PAGES
of Common Stock or other securities of the Company held by it, it may
determine to make such purchases or sales, from time to time, in the open
market or otherwise, depending upon price, market conditions, availability
of or need for funds, evaluation of alternative investments, and other
factors.
Other than as set forth in this Schedule 13D, SDRC does not have any plans
or proposals which relate to or would result in (a) the acquisition by any
person of additional securities of PriceSmart or the disposition of
securities of PriceSmart; (b) an extraordinary corporate transaction
involving PriceSmart or any of its subsidiaries; (c) a sale or transfer of
a material amount of assets of PriceSmart or any of its subsidiaries; (d)
any change in the present board of directors or management of PriceSmart;
(e) any material change in the present capitalization or dividend policy of
PriceSmart; (f) any other material change in PriceSmart's business or
corporate structure; (g) changes in PriceSmart's charter, bylaws, or
instruments corresponding thereto or other actions which may impede the
acquisition of control of PriceSmart by any person; (h) causing a class of
securities of PriceSmart to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of
equity securities of PriceSmart becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any other similar action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) SDRC presently beneficially owns 633,712 shares of Common
Stock, representing approximately 9.2% of the issued and
outstanding Common Stock.(2) These 633,712 shares include
14,666 shares of Common Stock issuable upon conversion of
the 550 shares of Series A Preferred Stock beneficially
owned by SDRC. Of these 633,712 shares, SDRC has sole voting
and dispositive power over all 633,712 shares and shared
voting and dispositive power over none.
SDRC Directors and Officers may be deemed to beneficially
own, in the aggregate, 2,466,865 shares of Common Stock,
representing approximately 35.9% of the issued and
outstanding Common Stock.(3) These 2,466,865 shares include
(i) 43,998 shares of Common Stock issuable upon conversion
of the 1,650 shares of Series A Preferred Stock that may be
deemed to be beneficially owned by one or more of the SDRC
Directors and Officers and (ii) 8,100 shares of Common Stock
issuable upon the exercise of options that may be deemed to
be beneficially owned by one or more of the SDRC Directors
and Officers.
The beneficial ownership of shares of Common Stock by each
of the SDRC Directors and Officers is as follows:(4)
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(2) Calculation of percentage ownership of Common Stock is based on
approximately 6,871,913 shares estimated to be issued and outstanding as of
March 31, 2003, as reported in the Quarterly Report on Form 10-Q filed by
PriceSmart with the Securities and Exchange Commission (the "SEC") on April 14,
2003.
(3) These 2,466,865 shares include the 633,712 shares of Common
Stock beneficially owned by SDRC. Shares that may be deemed to be beneficially
owned by more than one of the SDRC Directors and Officers were not
double-counted in arriving at the 2,466,865 figure.
(4) Shares of Common Stock disclosed for each of the SDRC Directors
and Officers include shares that may be deemed to be beneficially owned by more
than one person. Specifically, the shares disclosed for each of Mr. S. Price,
Mr. R. Price, Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Gorham, Mr. Satz, and
Ms. Hillan all include the 633,712 shares of Common Stock beneficially owned by
SDRC and 929,048 shares of Common Stock beneficially owned by the Price Family
Charitable Fund, a private foundation
CUSIP NO. 741511109 SCHEDULE 13D PAGE 6 OF 11 PAGES
Mr. S. Price may be deemed to beneficially own 1,781,597
shares of Common Stock, representing approximately 25.9% of
the issued and outstanding Common Stock. These 1,781,597
shares include 43,998 shares of Common Stock issuable upon
conversion of the 1,650 shares of Series A Preferred Stock
that Mr. S. Price may be deemed to beneficially own. Of
these 1,781,597 shares, Mr. S. Price may be deemed to have
sole voting and dispositive power over 53,260 shares and
shared voting and dispositive power over 1,728,337 shares.
Mr. R. Price may be deemed to beneficially own 2,347,262
shares, representing approximately 34.2% of the issued and
outstanding Common Stock. These 2,347,262 shares include
29,332 shares of Common Stock issuable upon conversion of
the 1,100 shares of Series A Preferred Stock that Mr. R.
Price may be deemed to beneficially own. Of these 2,347,262
shares, Mr. R. Price may be deemed to have sole voting and
dispositive power over 212 shares and shared voting and
dispositive power over 2,347,050 shares. Ms. A Price is the
wife of Mr. R. Price. To the extent that she may be deemed
to beneficially own any shares, those shares are included in
the shares reported that may be deemed to be beneficially
owned by Mr. R. Price.
Mr. Cahill may be deemed to beneficially own 1,785,280
shares, representing approximately 26.0% of the issued and
outstanding Common Stock. These 1,785,280 shares include (i)
29,332 shares of Common Stock issuable upon conversion of
the 1,100 shares of Series A Preferred Stock that Mr. Cahill
may be deemed to beneficially own and (ii) 3,700 shares of
Common Stock issuable upon exercise of options that Mr.
Cahill may be deemed to beneficially own. Of these 1,785,280
shares, Mr. Cahill may be deemed to have sole voting and
dispositive power over 7,575 shares and shared voting and
dispositive power over 1,777,705 shares.
Mr. McGrory may be deemed to beneficially own 1,730,537
shares, representing approximately 25.2% of the issued and
outstanding Common Stock. These 1,730,537 shares include (i)
29,332 shares of Common Stock issuable upon conversion of
the 1,100 shares of Series A Preferred Stock that Mr.
McGrory may be deemed to beneficially own and (ii) 2,200
shares of Common Stock issuable upon exercise of options
that Mr. McGrory may be deemed to beneficially own. Of these
1,730,537 shares, Mr. McGrory may be deemed to have sole
voting and dispositive power over 2,200 shares and shared
voting and dispositive power over 1,728,337 shares.
Mr. Galinson may be deemed to beneficially own 1,735,537
shares, representing approximately 25.3% of the issued and
outstanding Common Stock. These 1,735,537 shares include (i)
29,332 shares of Common Stock issuable upon conversion of
the 1,100 shares of Series A Preferred Stock that Mr.
Galinson may be deemed to beneficially own and (ii) 2,200
shares of Common Stock issuable upon exercise of options
that Mr. Galinson
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("PFCF"), an entity for which each of them serves as a director and/or officer.
The shares disclosed for each of Mr. S. Price, Mr. R. Price, Mr. Cahill, Mr.
McGrory, Mr. Galinson, Mr. Satz, and Ms. Hillan also all include 165,577 shares
of Common Stock beneficially owned by Price Group.
Disclosure of shares with respect to any of the SDRC Directors and
Officers should not be construed as any admission of beneficial ownership of
such shares.
CUSIP NO. 741511109 SCHEDULE 13D PAGE 7 OF 11 PAGES
may be deemed to beneficially own. Of these 1,735,537
shares, Mr. Galinson may be deemed to have sole voting and
dispositive power over 2,200 shares and shared voting and
dispositive power over 1,733,337 shares.
Mr. Gorham may be deemed to beneficially own 1,562,760
shares, representing approximately 22.7% of the issued and
outstanding Common Stock. These 1,562,760 shares include
29,332 shares of Common Stock issuable upon conversion of
the 1,100 shares of Series A Preferred Stock that Mr. Gorham
may be deemed to beneficially own. Of these 1,562,760
shares, Mr. Gorham may be deemed to have sole voting and
dispositive power over no shares and shared voting and
dispositive power over all 1,562,760 shares.
Mr. Satz may be deemed to beneficially own 1,728,337 shares,
representing approximately 25.2% of the issued and
outstanding Common Stock. These 1,728,337 shares include
29,332 shares of Common Stock issuable upon conversion of
the 1,100 shares of Series A Preferred Stock that Mr. Satz
may be deemed to beneficially own. Of these 1,728,337
shares, Mr. Satz may be deemed to have sole voting and
dispositive power over no shares and shared voting and
dispositive power over all 1,728,337 shares.
Ms. Hillan may be deemed to beneficially own 1,728,337
shares, representing approximately 25.2% of the issued and
outstanding Common Stock. These 1,728,337 shares include
29,332 shares of Common Stock issuable upon conversion of
the 1,100 shares of Series A Preferred Stock that Ms. Hillan
may be deemed to beneficially own. Of these 1,728,337
shares, Ms. Hillan may be deemed to have sole voting and
dispositive power over no shares and shared voting and
dispositive power over all 1,728,337 shares.
The information set forth above in Item 2 is incorporated herein by
reference. Except as set forth below, to the extent that any of the
SDRC Directors and Officers shares the power to vote or dispose of any
of the shares disclosed above, such power is shared only with one or
more of the SDRC Directors and Officers. The exceptions are as
follows:
Helen Price, the wife of Mr. S. Price, is a director of
PFCF. Accordingly, to the extent that any of the SDRC
Directors and Officers may be deemed to beneficially own any
shares held by PFCF, such person shares the power to vote or
dispose of such shares not only with each of the other SDRC
Directors and Officers but also with Ms. H. Price. Ms. H.
Price is not presently employed. To the extent that Ms. H.
Price may be deemed to beneficially own any shares, those
shares are included in the shares reported as may be deemed
to be beneficially owned by Mr. S. Price.
Mr. Cahill shares voting and dispositive power over 5,210
shares with Ben Price, 3,910 shares with Jonas Price, and
40,248 shares with each of Elliot Feuerstein and Ed Spring.
Mr. B. Price and Mr. J. Price are each self-employed. Mr.
Feuerstein is a property manager. Mr. Spring is an attorney.
Mr. Galinson shares voting and dispositive power over 5,000
shares with his wife, Elaine Galinson. Ms. Galinson is not
presently employed.
CUSIP NO. 741511109 SCHEDULE 13D PAGE 8 OF 11 PAGES
The principal business address of each of Ms. H. Price, Mr.
B. Price, Mr. J. Price and Ms. Galinson is 7979 Ivanhoe
Avenue, Suite 520, La Jolla, California 92037. The principal
business address of Mr. Feuerstein is 8294 Mira Mesa
Boulevard, San Diego, California 92126. The principal
business address of Mr. Spring is 10900 N.E. 4th Street,
Suite 850, Bellevue, Washington 98004.
None of Ms. H. Price, Mr. B. Price, Mr. J. Price, Mr.
Feuerstein, Mr. Spring and Ms. Galinson 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.
Each of Ms. H. Price, Mr. B. Price, Mr. J. Price, Mr.
Feuerstein, Mr. Spring and Ms. Galinson is a citizen of the
United States.
(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.
The information set forth above in Item 3 is incorporated herein by
reference.
In addition, 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 Mr. R. Price, Mr. S. Price, PFCF, Price Group, the
Robert and Allison Price Trust, the Robert & Allison Price Charitable
Remainder Trust, PFCT, and the Sol and Helen Price Trust (each a "Price
Entity," and collectively, the "Price Entities"). The right of first
refusal granted thereunder has since terminated. However, under the Right
of First Refusal Agreement, the Price Entities agreed to vote their Common
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. The foregoing summary of
the Right of First Refusal Agreement is qualified in its entirety by
reference to the Right of First Refusal Agreement, which is hereby
incorporated herein in its entirety in response to this Item 6 and as
Exhibit 4 to this Schedule 13D.
ITEM 7. EXHIBITS.
Exhibit 1 Non-Recourse Promissory Note, dated April 24, 2003, made by San
Diego Revitalization Corporation in favor of Price Family
Charitable Trust.
Exhibit 2 Pledge and Security Agreement, dated April 24, 2003, by and
between San Diego Revitalization Corporation and Price Family
Charitable Trust.
Exhibit 3 Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of 8% Series A
Cumulative Convertible Redeemable Preferred Stock and
CUSIP NO. 741511109 SCHEDULE 13D PAGE 9 OF 11 PAGES
Qualifications, Limitations and Restrictions Thereof, dated
January 15, 2002 (incorporated herein by reference to
PriceSmart's Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 24, 2002).
Exhibit 4 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
(incorporated herein by reference to PriceSmart's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on January 24, 2002).
CUSIP NO. 741511109 SCHEDULE 13D PAGE 10 OF 11 PAGES
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: May 5, 2003
SAN DIEGO REVITALIZATION CORP.
/s/ James F. Cahill
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By: James F. Cahill
Title: Executive Vice President
CUSIP NO. 741511109 SCHEDULE 13D PAGE 11 OF 11 PAGES
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit 1 Non-Recourse Promissory Note, dated April 24, 2003, made by
San Diego Revitalization Corporation in favor of Price Family
Charitable Trust.
Exhibit 2 Pledge and Security Agreement, dated April 24, 2003, by and
between San Diego Revitalization Corporation and Price Family
Charitable Trust.
Exhibit 3 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 (incorporated herein by reference to
PriceSmart's Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 24, 2002).
Exhibit 4 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
(incorporated herein by reference to PriceSmart's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on January 24, 2002).