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 FAMILY CHARITABLE FUND
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)
NOVEMBER 21, 2002
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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.
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)
PRICE FAMILY CHARITABLE FUND
95-3842468
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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
CALIFORNIA
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7 SOLE VOTING POWER
NUMBER OF
SHARES 929,048 SHARES
BENEFICIALLY ------ ------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH ------ ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
929,048 SHARES
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,048 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)
13.5%(1)
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14
TYPE OF REPORTING PERSON*
OO - PRIVATE FOUNDATION
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(1) BASED ON 6,869,838 SHARES OF PRICESMART COMMON STOCK OUTSTANDING AS OF
NOVEMBER 20, 2002, AS REPORTED IN PRICESMARTS ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED AUGUST 31, 2002, AND INCLUDES 550 SHARES OF SERIES A
PREFERRED STOCK CURRENTLY CONVERTIBLE INTO 14,666 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.
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 The Price Family
Charitable Fund, a private foundation organized under the laws
of the State of California ("PFCF").
The directors and executive officers of PFCF (collectively,
the "PFCF 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
Joseph R. Satz Secretary
Kathy Hillan Treasurer
Each of the PFCF Directors and Officers disclaims membership in
a group with PFCF, and PFCF disclaims membership in a group
with any of the PFCF Directors and Officers.
(b) The principal executive office of PFCF and the principal
business address of each of the PFCF Directors and Officers is
7979 Ivanhoe Avenue, Suite 520, La Jolla, California 92037.
(c) The principal business of PFCF is to function as a private
foundation. The principal occupation of Mr. S. Price and Mr. R.
Price is self-employed investor and manager of The Price Group
LLC (the "Price Group"). The principal occupation of each of
Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz and Ms. Hillan
is manager of the Price Group. Mr. Gorham is self-employed. Ms.
A. Price and Ms. H. Price are not presently employed.
(d)-(e) During the last five years, neither PFCF nor any of the PFCF
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.
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.
PAGE 4 OF 8
No consideration was paid by PFCF in connection with its acquisition pursuant to
the Distribution of 625,125 shares of PriceSmart Common Stock.
On December 22, 1997, PFCF received 30,520 shares of PriceSmart Common
Stock as a contribution.
On August 8, 2000, PFCF received 8,737 shares of PriceSmart Common
Stock as a contribution.
On January 23, 2002, PFCF 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.
On November 21, 2002 PFCF received a charitable contribution of 250,000
shares.
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
held by PFCF are for investment purposes only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) PFCF beneficially owns 929,048 shares of PriceSmart Common
Stock, consisting of 914,382 shares of PriceSmart Common Stock
and 550 shares of Series A Preferred Stock currently
convertible into 14,666 shares of PriceSmart Common Stock. The
shares of PriceSmart Common Stock beneficially owned by PFCF
represent approximately 13.5% of the issued and outstanding
shares of PriceSmart Common Stock, based on 6,869,838 shares
of PriceSmart Common Stock outstanding as of August 31,
2002, as reported in PriceSmart's Annual Report on Form
10-K for the year ended August 31, 2002. Of these shares,
PFCF has sole voting and dispositive shares over all 929,048
shares and shared voting and dispositive power over none.
PFCF Directors and Officers may be deemed to beneficially own,
in the aggregate 2,463,761 shares of PriceSmart Common Stock
(including 6,000 shares underlying stock options exercisable
within 60 days and 1,650 shares of Series A Preferred Stock
currently convertible into 43,998 shares of PriceSmart Common
Stock), representing approximately 35.8% of the issued and
outstanding PriceSmart Common Stock.1 The beneficial ownership
of shares by each of the PFCF Directors and Officers is as
follows2:
Mr. S. Price may be deemed to beneficially own 1,781,597
shares of PriceSmart Common Stock (including 1,650 shares
of Series A Preferred Stock currently convertible into
43,998 shares of PriceSmart Common Stock), representing
approximately 25.9% of the issued and outstanding
PriceSmart Common Stock, 686,972 shares over which he has
sole voting and dispositive power and 1,094,625 shares
over which he has shared voting and dispositive power.
Ms. H. Price is the wife of Mr. S. Price. To the extent
that she 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. R. Price may be deemed to beneficially own 1,713,546
shares of PriceSmart Common Stock (including 550 shares
of Series A Preferred Stock currently convertible into
14,666 shares of PriceSmart Common Stock), representing
approximately 24.9% of the issued and outstanding
PriceSmart Common Stock, 214 shares over which he has
sole voting and dispositive power and 1,713,332 shares
over which he has shared voting and dispositive power.
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 as may
be deemed to be beneficially owned by Mr. R. Price.
PAGE 5 OF 8
Mr. Cahill may be deemed to beneficially own 1,150,368
shares of PriceSmart Common Stock (including 2,500 shares
underlying stock options exercisable within 60 days and
550 shares of Series A Preferred Stock currently
convertible into 14,666 shares of PriceSmart Common
Stock), representing approximately 16.7% of the issued
and outstanding PriceSmart Common Stock, 6,375 shares
over which he has sole voting and dispositive power and
1,143,993 shares over which he has shared voting and
dispositive power.
Mr. McGrory may be deemed to beneficially own 1,096,375
shares of PriceSmart Common Stock (including 1,750 shares
underlying stock options exercisable within 60 days and
550 shares of Series A Preferred Stock currently
convertible into 14,666 shares of PriceSmart Common
Stock), representing approximately 15.9% of the issued
and outstanding PriceSmart Common Stock, 1,750 shares
over which he has sole voting and dispositive power and
1,094,625 shares over which he has shared voting and
dispositive power.
Mr. Galinson may be deemed to beneficially own 1,101,375
shares of PriceSmart Common Stock (including 1,750 shares
underlying stock options exercisable within 60 days and
550 shares of Series A Preferred Stock currently
convertible into 14,666 shares of PriceSmart Common
Stock), representing approximately 16.0% of the issued
and outstanding PriceSmart Common Stock, over which he
has sole voting and dispositive power with respect to
1,750 shares and over which he has shared voting and
dispositive power with respect to 1,099,625 shares.
Mr. Gorham may be deemed to beneficially own 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), representing
approximately 13.5% of the issued and outstanding
PriceSmart Common Stock, over which he has sole voting
and dispositive power with respect to zero shares and
over which he has shared voting and dispositive power
with respect to 929,048 shares.
Mr. Satz may be deemed to beneficially own 1,094,625
shares of PriceSmart Common Stock (including 550 shares
of Series A Preferred Stock currently convertible into
14,666 shares of PriceSmart Common Stock), representing
approximately 15.9% of the issued and outstanding
PriceSmart Common Stock, over which he has sole voting
and dispositive power with respect to zero shares and
over which he has shared voting and dispositive power
with respect to 1,094,625 shares.
Ms. Hillan may be deemed to beneficially own 1,094,625
shares of PriceSmart Common Stock (including 550 shares
of Series A Preferred Stock currently convertible into
14,666 shares of PriceSmart Common Stock), representing
approximately 15.9% of the issued and outstanding
PriceSmart Common Stock, over which she has sole voting
and dispositive power with respect to zero shares and
over which she has shared voting and dispositive power
with respect to 1,094,625 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 PFCF 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 PFCF Directors
and Officers. The exceptions are as follows:
Mr. R. Price shares voting and dispositive power over
7,522 shares of PriceSmart Common Stock with Rebecca
Price. Ms. R. Price is self-employed.
Mr. Cahill shares voting and dispositive power over 5,210
shares of PriceSmart Common Stock with Ben Price, 3,910
shares of PriceSmart Common Stock with Jonas Price and
PAGE 6 OF 8
40,248 shares of PriceSmart Common Stock with Elliot
Feurstein and Ed Spring. Mr. B. Price and Mr. J. Price
are each self-employed. Mr. Feurstein is a property
manager. Mr. Spring is an attorney.
Mr. Galinson shares voting and dispositive power over
5,000 shares of PriceSmart Common Stock with his wife,
Elaine Galinson. Ms. Galinson is not presently employed.
The principal business address of each of Ms. R. 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. Feurstein 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. R. Price, Mr. B. Price, Mr. J. Price, Ms.
Galinson, Mr. Feurstein and Mr. Spring have 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. R. Price, Mr. B. Price, Mr. J. Price, Ms.
Galinson, Mr. Feurstein and Mr. Spring 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.
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1 These 2,464,761 shares include the 929,048 shares beneficially owned
by PFCF. Shares that may be deemed to be beneficially owned by more than one of
the PFCF Directors and Officers were not double-counted in arriving at the
2,464,761 figure.
2 Shares disclosed for each of the PFCF 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. Satz and Ms. Hillan all
include the 929,048 shares held by PFCF and 165,577 shares held by the Price
Group, an entity for which each of them serves as a manager.
Disclosure of shares with respect to any of the PFCF Directors and
Officers should not be construed as any admission of beneficial ownership of
such shares.
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, PFCF, 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 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
PAGE 7 OF 8
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: November 27, 2002
PRICE FAMILY CHARITABLE FUND
/s/ James F. Cahill
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By: James F. Cahill
Title: Vice President
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.