SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(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. 4) (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)
JACK MCGRORY
C/O THE PRICE GROUP LLC
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)
DECEMBER 22, 2005
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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 13 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/A PAGE 2 OF 13 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
52-2255962
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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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
0 (See Item 5)
SHARES --------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
7,088,369 (See Item 5)
OWNED BY --------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0 (See Item 5)
PERSON --------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
7,088,369 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,088,369 (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
26.8%
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TYPE OF REPORTING PERSON*
14
OO - Limited Liability Company
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 3 OF 13 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) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
--------------------------------------------------------------------------------
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
0 (See Item 5)
SHARES --------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,907,428 (See Item 5)
OWNED BY --------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0 (See Item 5)
PERSON --------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,907,428 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,907,428 (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
11.0%
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TYPE OF REPORTING PERSON*
14
OO - Nonprofit Corporation
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 4 OF 13 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sol Price
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
--------------------------------------------------------------------------------
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
United States of America
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SOLE VOTING POWER
NUMBER OF 7
894,159 (See Item 5)
SHARES --------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
9,995,797 (See Item 5)
OWNED BY --------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
894,159 (See Item 5)
PERSON --------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
9,995,797 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,889,956 (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
41.2%
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 5 OF 13 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert E. Price
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
--------------------------------------------------------------------------------
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
United States of America
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SOLE VOTING POWER
NUMBER OF 7
610 (See Item 5)
SHARES --------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
13,104,775 (See Item 5)
OWNED BY --------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
610 (See Item 5)
PERSON --------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
13,104,775 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
13,105,385 (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
49.6%
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 6 OF 13 PAGES
This Amendment No. 4 relates to the common stock, par value
$0.0001 per share ("Common Stock"), of PriceSmart, Inc., a Delaware corporation
("PriceSmart"), and amends that certain Schedule 13D jointly filed by The Price
Group LLC, a California limited liability company ("Price Group"), San Diego
Revitalization Corp., a California nonprofit corporation ("SDRC"), Sol Price, a
natural person, and Robert E. Price, a natural person, with the Securities and
Exchange Commission ("SEC") on October 29, 2004, as amended by Amendment No. 1
thereto, filed with the SEC on January 10, 2005, and by Amendment No. 2 thereto,
filed with the SEC on January 18, 2005, and by Amendment No. 3 thereto, filed
with the SEC on May 9, 2005 (such Schedule 13D, as so amended, being the
"Schedule 13D"). Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby amended and restated as follows:
(a),(f) This statement on Schedule 13D is being jointly filed by (i)
The Price Group LLC, a California limited liability company
("Price Group"), (ii) San Diego Revitalization Corp., a
California nonprofit corporation ("SDRC"), (iii) Sol Price, a
natural person and citizen of the United States of America, and
(iv) Robert E. Price, a natural person and citizen of the United
States of America.
The managers of Price Group (the "Price Group Managers"), each
of whom is a citizen of the United States of America, are as
follows:
Sol Price Manager
Robert E. Price Manager
Jack McGrory Manager
Murray Galinson Manager
Kathy Hillan Manager
Joseph R. Satz Manager
Simon Lorne Manager
The directors and executive officers of SDRC (collectively, the
"SDRC Directors and Officers"), each of whom is a citizen of the
United States of America, are as follows:
Sol Price Director and Chairman of the Board
Robert E. Price Director and President
Jack McGrory Director and Executive Vice President
Allison Price Director
Helen Price Director
Murray Galinson Director
William Gorham Director
Joseph R. Satz Secretary
Kathy Hillan Treasurer
Each of Price Group, SDRC, Mr. S. Price and Mr. R. Price affirms
membership in a group with each other. Each of Price Group,
SDRC, Mr. S. Price and Mr. R. Price disclaims membership in a
group with the Price Group Managers (other than Mr. S. Price and
Mr. R. Price) and the SDRC Directors and Officers (other than
Mr. S. Price and Mr. R. Price).
(b)-(c) The principal executive office of Price Group and SDRC, and the
principal business address of each of Mr. S. Price, Mr. R.
Price, the Price Group Managers (other than Mr. Lorne) and the
SDRC Directors and Officers, is 7979 Ivanhoe Avenue, Suite 520,
La Jolla, California 92037. The principal business address of
Mr. Lorne is 666 Fifth Avenue, 8th Floor, New York, New York
10103.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 7 OF 13 PAGES
The principal business of Price Group is real estate and
investment. The principal business of SDRC is to function as a
public charity. The principal occupation of Mr. S. Price is
self-employed investor and manager of Price Group. The principal
occupation of Mr. R. Price is interim Chief Executive Officer of
PriceSmart. Mr. R. Price also is a manager of Price Group. The
principal occupation of Mr. McGrory is manager of Price Group.
The principal occupation of each of Mr. Galinson, Ms. Hillan,
and Mr. Satz is manager of Price Group. The principal occupation
of Mr. Gorham is self-employed investor. Ms. A. Price and Ms. H.
Price are not presently employed. The principal occupation of
Mr. Lorne is Vice Chairman and Chief Legal Officer of Millennium
Partners L.P., a hedge fund.
(d)-(e) During the last five years, neither Price Group, SDRC, Mr. S.
Price, Mr. R. Price, any of the Price Group Managers, 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 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended to add the following information:
On December 22, 2005, pursuant to a certain Grant Agreement, dated as of
December 22, 2005 (the "Grant Agreement"), by and among Mr. S. Price,
the Sol and Helen Price Trust ("SHPT") and SDRC, SHPT donated 1,206,975
shares of Common Stock to SDRC (such donation, the "Donation", and such
donated shares, the "Gift Shares"). The Donation was made for charitable
purposes.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended to add the following information:
The information set forth in Item 3 above is hereby incorporated herein
in its entirety by reference in response to this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated as
follows:
(a)-(b) Price Group, SDRC, Mr. S. Price and Mr. R. Price presently may
be deemed to beneficially own, in the aggregate, the equivalent
of 13,999,544 shares of Common Stock, which represent
approximately 53.0% of the outstanding Common Stock. (2) Price
Group, SDRC, Mr. S. Price, Mr. R. Price, the Price Group
Managers and the SDRC Directors and Officers presently may be
deemed to beneficially own, in the aggregate, the
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(2) All calculations of percentage ownership in this Schedule 13D are
based on (i) approximately 26,403,571 shares of Common Stock estimated to be
issued and outstanding as of December 15, 2005, as reported in the
Post-Effective Amendment No. 1 to Form S-1 on Form S-3, filed by PriceSmart with
the SEC on December 27, 2005, plus (ii) the shares of Common Stock issuable upon
the exercise of all stock options (if any) exercisable within 60 days of the
date of this filing that may be deemed to be beneficially owned by the person(s)
whose percentage ownership is being calculated.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 8 OF 13 PAGES
equivalent of 14,030,234 shares of Common Stock (including
options exercisable within 60 days of the date of this filing
for 12,980 shares of Common Stock), which represent
approximately 53.1% of the outstanding Common Stock. The
beneficial ownership of shares of Common Stock (or equivalents
thereof) by each of Price Group, SDRC, Mr. S. Price, Mr. R.
Price, the Price Group Managers and the SDRC Directors and
Officers is as follows: (3)
Price Group presently may be deemed to beneficially own
the equivalent of 7,088,369 shares of Common Stock,
which represent approximately 26.8% of the outstanding
Common Stock, no shares over which it may be deemed to
have sole voting and dispositive power and 7,088,369
shares over which it may be deemed to have shared voting
and dispositive power.
SDRC presently may be deemed to beneficially own the
equivalent of 2,907,428 shares of Common Stock, which
represent approximately 11.0% of the outstanding Common
Stock, no shares over which it may be deemed to have
sole voting and dispositive power and 2,907,428 shares
over which it may be deemed to have shared voting and
dispositive power.
Mr. S. Price presently may be deemed to beneficially own
the equivalent of 10,889,956 shares of Common Stock,
which represent approximately 41.2% of the outstanding
Common Stock, 894,159 shares over which he may be deemed
to have sole voting and dispositive power and 9,995,797
shares over which he may be deemed to have shared voting
and dispositive power. Helen Price is the wife of Mr. S.
Price. To the extent she may be deemed to beneficially
own any shares, they are included in the shares reported
as may be deemed to be beneficially owned by Mr. S.
Price.
Mr. R. Price presently may be deemed to beneficially own
the equivalent of 13,105,385 shares of Common Stock,
which represent approximately 49.6% of the outstanding
Common Stock, 610 shares over which he may be deemed to
have sole voting and dispositive power and 13,104,775
shares over which he may be deemed to have shared voting
and dispositive power. Allison Price is the wife of Mr.
R. Price. To the extent she may be deemed to
beneficially own any shares, they are included in the
shares reported as may be deemed to be beneficially
owned by Mr. R. Price.
Mr. McGrory presently may be deemed to beneficially own
the equivalent of 10,007,497 shares of Common Stock
(including options exercisable within 60 days of the
date of this filing for 6,490 shares of Common Stock),
which represent approximately 37.9% of the outstanding
Common Stock, 6,490 shares over which he may be deemed
to have sole voting and
-----------------------
(3) Shares of Common Stock (or equivalents thereof) disclosed for each
of the Price Group Managers and the SDRC Directors and Officers include shares
that may be deemed to be beneficially owned by more than one person. In
particular, the shares disclosed for each of the Price Group Managers all
include the equivalent of 7,088,369 shares held by Price Group, and the shares
disclosed for each of the SDRC Directors and Officers all include the equivalent
of 2,907,428 shares held by SDRC.
Disclosure of shares should not be construed as an admission of
beneficial ownership of such shares.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 9 OF 13 PAGES
dispositive power and 10,001,007 shares over which he
may be deemed to have shared voting and dispositive
power.
Mr. Galinson presently may be deemed to beneficially own
the equivalent of 10,014,787 shares of Common Stock
(including options exercisable within 60 days of the
date of this filing for 6,490 shares of Common Stock),
which represent approximately 37.9% of the outstanding
Common Stock, 18,990 shares over which he may be deemed
to have sole voting and dispositive power and 9,995,797
shares over which he may be deemed to have shared voting
and dispositive power.
Mr. Satz presently may be deemed to beneficially own the
equivalent of 9,995,797 shares of Common Stock, which
represent approximately 37.9% of the outstanding Common
Stock, no shares over which he may be deemed to have
sole voting and dispositive power and 9,995,797 shares
over which he may be deemed to have shared voting and
dispositive power.
Ms. Hillan presently may be deemed to beneficially own
the equivalent of 9,995,797 shares of Common Stock,
which represent approximately 37.9% of the outstanding
Common Stock, no shares over which she may be deemed to
have sole voting and dispositive power and 9,995,797
shares over which she may be deemed to have shared
voting and dispositive power.
Mr. Lorne presently may be deemed to beneficially own
the equivalent of 7,088,369 shares of Common Stock,
which represent approximately 26.8% of the outstanding
Common Stock, no shares over which he may be deemed to
have sole voting and dispositive power and 7,088,369
shares over which he may be deemed to have shared voting
and dispositive power.
Mr. Gorham presently may be deemed to beneficially own
the equivalent of 2,907,428 shares of Common Stock,
which represent approximately 11.0% of the outstanding
Common Stock, no shares over which he may be deemed to
have sole voting and dispositive power and 2,907,428
shares over which he may be deemed to have shared voting
and dispositive power.
Except as set forth below, to the extent any of Price Group,
SDRC, Mr. S. Price, Mr. R. Price, the Price Group Managers or
the SDRC Directors and Officers may be deemed to share the power
to vote or dispose of any of the shares disclosed above, such
power is shared only with one or more of Price Group, SDRC, Mr.
S. Price, Mr. R. Price, the Price Group Managers or the SDRC
Directors and Officers. The exceptions are as follows:
Mr. R. Price and Ms. A. Price may be deemed to share
voting and dispositive power over 18,805 shares of
Common Stock with Rebecca Price and 18,805 shares of
Common Stock with Sarah Price. Ms. R. Price is
self-employed, and Ms. S. Price is a student.
Mr. McGrory may be deemed to share voting and
dispositive power over 5,210 shares of Common Stock with
Ben Price. Mr. B. Price is self-employed.
The principal business address of each of Ms. R. Price,
Ms. S. Price and Mr. B. Price is 7979 Ivanhoe Avenue,
Suite 520, La Jolla, California 92037.
None of Ms. R. Price, Ms. S. Price and Mr. B. Price has
been convicted in a criminal proceeding (excluding
traffic
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 10 OF 13 PAGES
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. R. Price, Ms. S. Price and Mr. B. Price is a
citizen of the United States of America.
The information set forth in Item 2 above is hereby incorporated
herein in its entirety in response to this Item 5(b).
Except for PriceSmart securities held by Price Group, Price
Group disclaims beneficial ownership of all PriceSmart
securities that may be deemed to be beneficially owned by SDRC,
Mr. S. Price, Mr. R. Price, any of the Price Group Managers or
any of the SDRC Directors and Officers. Except for PriceSmart
securities held by SDRC, SDRC disclaims beneficial ownership of
all PriceSmart securities that may be deemed to be beneficially
owned by Price Group, Mr. S. Price, Mr. R. Price, any of the
Price Group Managers or any of the SDRC Directors and Officers.
Except for PriceSmart securities held by Mr. S. Price, either
directly or through entities under his control, Mr. S. Price
disclaims beneficial ownership of all PriceSmart securities that
may be deemed to be beneficially owned by Price Group, SDRC, Mr.
R. Price, any of the Price Group Managers or any of the SDRC
Directors and Officers. Except for PriceSmart securities held by
Mr. R. Price, either directly or through entities under his
control, Mr. R. Price disclaims beneficial ownership of all
PriceSmart securities that may be deemed to be beneficially
owned by Price Group, SDRC, Mr. S. Price, any of the Price Group
Managers or any of the SDRC Directors and Officers.
(c) The information set forth in Item 3 above is hereby incorporated
herein in its entirety by reference in response to this Item
5(c).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended to add the following information:
The information set forth in Item 3 above is hereby incorporated herein
in its entirety by reference in response to this Item 6.
Under the Grant Agreement, Mr. S. Price and SHPT have agreed that they
will not, without the consent of SDRC, for a period of one year after
the Donation, dispose of any Common Stock to the extent such disposition
would impinge upon SDRC's ability to sell the maximum number of Gift
Shares that SDRC may be permitted to sell within the volume limitations
of Rule 144 promulgated under the Securities Act of 1933, as amended.
The description and summary herein of the Donation and the Grant
Agreement are qualified in their entirety by the Grant Agreement, which
is attached as Exhibit 3 hereto and hereby incorporated herein in its
entirety in response to this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to add the following information:
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 11 OF 13 PAGES
Exhibit No. Description of Exhibit
----------- ----------------------
3 Grant Agreement, dated as of December 22, 2005, by and
among Sol Price, the Sol and Helen Price Trust and San
Diego Revitalization Corp. (filed herewith).
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 12 OF 13 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: January 9, 2006
THE PRICE GROUP LLC
/s/ Jack McGrory
------------------------------------
By: Jack McGrory
Title: Manager
SAN DIEGO REVITALIZATION CORP.
/s/ Jack McGrory
------------------------------------
By: Jack McGrory
Title: Executive Vice President
SOL PRICE
/s/ Sol Price
------------------------------------
ROBERT E. PRICE
/s/ Robert E. Price
------------------------------------
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 13 OF 13 PAGES
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
1 Joint Filing Agreement, dated as of October 29, 2004, by
and among The Price Group LLC, San Diego Revitalization
Corp., Sol Price and Robert E. Price (incorporated by
reference to Exhibit 1 to the Schedule 13D filed by The
Price Group LLC, San Diego Revitalization Corporation,
the Sol and Helen Price Trust, and the Robert and Allison
Price Trust with the SEC on October 29, 2004).
2 Stock Purchase Agreement, dated as of April 19, 2005, by
and among PriceSmart, Inc., The Price Group LLC, the Sol
and Helen Price Trust and the Robert and Allison Price
Trust (incorporated by reference to Exhibit 10.1 of the
Current Report on Form 8-K filed by PriceSmart, Inc. with
the SEC on April 22, 2005).
3 Grant Agreement, dated as of December 22, 2005, by and
among Sol Price, the Sol and Helen Price Trust and San
Diego Revitalization Corp. (filed herewith).