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. 7) (1)
PRICESMART, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
741511109
(CUSIP Number)
JACK MCGRORY
C/O THE PRICE GROUP LLC
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA 92037
TELEPHONE (858) 551-2303
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MAY 2, 2007
(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 12 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 12 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
52-2255962
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
6,820,204 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
0 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
6,820,204 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,820,204 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO - Limited Liability Company
--------------------------------------------------------------------------------
* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 3 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Price Charities (formerly known as San Diego Revitalization Corp.)
33-0898712
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
3,885,335 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
0 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,885,335 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,885,335 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO - Nonprofit Corporation
--------------------------------------------------------------------------------
* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 4 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sol Price
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF, WC, AF, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
891,759 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
10,705,539 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
891,759 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
10,705,539 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,597,298 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 5 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert E. Price
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF, WC, AF, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
610 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
13,836,863 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
610 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
13,836,863 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,837,473 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 6 OF 12 PAGES
This Amendment No. 7 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"), Price
Charities (formerly known as San Diego Revitalization Corp.), a California
nonprofit corporation ("Price Charities"), 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, and by Amendment No. 4 thereto, filed with the SEC on January 9, 2006,
and by Amendment No. 5 thereto, filed with the SEC on February 14, 2006, and by
Amendment No. 6 thereto, filed with the SEC on February 24, 2006 (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) Price Charities (formerly known as San
Diego Revitalization Corp.), a California nonprofit corporation
("Price Charities"), (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
Mitch Lynn Manager
The directors and executive officers of Price Charities
(collectively, the "Price Charities 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
Murray Galinson Director
William Gorham Director
Each of Price Group, Price Charities, Mr. S. Price and Mr. R.
Price affirms membership in a group with each other. Each of
Price Group, Price Charities, 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 Price
Charities Directors and Officers (other than Mr. S. Price and Mr.
R. Price).
(b)-(c) The principal executive office of Price Group and Price
Charities, and the principal business address of each of Mr. S.
Price, Mr. R. Price, the Price Group Managers (other than Mr.
Lynn) and the Price Charities Directors and Officers, is 7979
Ivanhoe Avenue, Suite 520, La Jolla, California 92037. The
principal business address of Mr. Lynn is 2245 San Diego Avenue,
No. 223, San Diego, California 92110.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 7 OF 12 PAGES
The principal business of Price Group is real estate and
investment. The principal business of Price Charities 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 Chief Executive Officer
of PriceSmart. Mr. R. Price also is a manager of Price Group. The
principal occupation of each of Mr. McGrory and Mr. Galinson is
manager of Price Group. The principal occupation of each of Mr.
Gorham and Mr. Lynn is self-employed investor. Ms. A. Price is
not presently employed.
(d)-(e) During the last five years, neither Price Group, Price Charities,
Mr. S. Price, Mr. R. Price, any of the Price Group Managers, nor
any of the Price Charities 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 include the following
information:
On May 3, 2007, the Sol and Helen Price Trust purchased 3,200 shares
of Common Stock on the open market at a price of $16.93 per share. The
source of the funds used by the Sol and Helen Price Trust to purchase
such shares was personal funds of Mr. S. Price and Ms. H. Price or
working capital of the Sol and Helen Price Trust.
On May 3, 2007, the Robert and Allison Price Trust purchased 4,000
shares of Common Stock on the open market at a price of $16.93 per
share. The source of the funds used by the Robert and Allison Price
Trust to purchase such shares was personal funds of Mr. R. Price and
Ms. A. Price or working capital of the Robert and Allison Price Trust.
On May 4, 2007, the Sol and Helen Price Trust purchased 12,800 shares
of Common Stock on the open market at a price of $16.97 per share. The
source of the funds used by the Sol and Helen Price Trust to purchase
such shares was personal funds of Mr. S. Price and Ms. H. Price or
working capital of the Sol and Helen Price Trust.
On May 4, 2007, the Robert and Allison Price Trust purchased 12,500
shares of Common Stock on the open market at a price of $16.98 per
share. The source of the funds used by the Robert and Allison Price
Trust to purchase such shares was personal funds of Mr. R. Price and
Ms. A. Price or working capital of the Robert and Allison Price Trust.
On May 7, 2007, the Sol and Helen Price Trust purchased 1,000 shares
of Common Stock on the open market at a price of $16.98 per share. The
source of the funds used by the Sol and Helen Price Trust to purchase
such shares was personal funds of Mr. S. Price and Ms. H. Price or
working capital of the Sol and Helen Price Trust.
On May 7, 2007, the Robert and Allison Price Trust purchased 1,846
shares of Common Stock on the open market at a price of $16.97 per
share. The source of the funds used by the Robert and Allison Price
Trust to purchase such shares was personal funds of Mr. R. Price and
Ms. A. Price or working capital of the Robert and Allison Price Trust.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 8 OF 12 PAGES
Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated as
follows:
(a)-(b) Price Group, Price Charities, Mr. S. Price and Mr. R. Price
presently may be deemed to beneficially own, in the aggregate,
14,729,232 shares of Common Stock, which represent approximately
49.8% of the outstanding Common Stock.((2)) Price Group, Price
Charities, Mr. S. Price, Mr. R. Price, the Price Group Managers
and the Price Charities Directors and Officers presently may be
deemed to beneficially own, in the aggregate, the equivalent of
14,761,882 shares of Common Stock (including options exercisable
within 60 days of the date of this filing for 14,940 shares of
Common Stock), which represent approximately 49.9% of the
outstanding Common Stock. The beneficial ownership of shares of
Common Stock (or equivalents thereof) by each of Price Group,
Price Charities, Mr. S. Price, Mr. R. Price, the Price Group
Managers and the Price Charities Directors and Officers is as
follows: (3)
Price Group presently may be deemed to beneficially own
6,820,204 shares of Common Stock, which represent
approximately 23.1% of the outstanding Common Stock, no
shares over which it may be deemed to have sole voting
and dispositive power and 6,820,204 shares over which
it may be deemed to have shared voting and dispositive
power.
Price Charities presently may be deemed to beneficially
own 3,885,335 shares of Common Stock, which represent
approximately 13.1% of the outstanding Common Stock, no
shares over which it may be deemed to have sole voting
and dispositive power and 3,885,335 shares over which
it may be deemed to have shared voting and dispositive
power.
Mr. S. Price presently may be deemed to beneficially
own 11,597,298 shares of Common Stock, which represent
approximately 39.2% of the outstanding Common Stock,
891,759 shares over which he may be deemed to have sole
voting and dispositive power and 10,705,539 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.
----------
(2) All calculations of percentage ownership in this Schedule 13D are based on
(i) approximately 29,552,580 shares of Common Stock estimated to be issued
and outstanding as of March 30, 2007, as reported in the Prospectus
Supplement No. 1, filed by PriceSmart with the SEC on May 2, 2007, 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.
(3) Shares of Common Stock (or equivalents thereof) disclosed for each of the
Price Group Managers and the Price Charities 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 6,820,204 shares held by Price Group, and the shares disclosed
for each of the Price Charities Directors and Officers all include
3,885,335 shares held by Price Charities.
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 12 PAGES
Mr. R. Price presently may be deemed to beneficially
own 13,837,473 shares of Common Stock, which represent
approximately 46.8% of the outstanding Common Stock,
610 shares over which he may be deemed to have sole
voting and dispositive power and 13,836,863 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 10,718,219 shares of Common Stock
(including options exercisable within 60 days of the
date of this filing for 7,470 shares of Common Stock),
which represent approximately 36.3% of the outstanding
Common Stock, 7,470 shares over which he may be deemed
to have sole voting and dispositive power and
10,710,749 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 10,725,509 shares of Common Stock
(including options exercisable within 60 days of the
date of this filing for 7,470 shares of Common Stock),
which represent approximately 36.3% of the outstanding
Common Stock, 19,970 shares over which he may be deemed
to have sole voting and dispositive power and
10,705,539 shares over which he may be deemed to have
shared voting and dispositive power.
Mr. Lynn presently may be deemed to beneficially own
6,820,204 shares of Common Stock, which represent
approximately 23.1% of the outstanding Common Stock, no
shares over which he may be deemed to have sole voting
and dispositive power and 6,820,204 shares over which
he may be deemed to have shared voting and dispositive
power.
Mr. Gorham presently may be deemed to beneficially own
3,885,335 shares of Common Stock, which represent
approximately 13.1% of the outstanding Common Stock, no
shares over which he may be deemed to have sole voting
and dispositive power and 3,885,335 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,
Price Charities, Mr. S. Price, Mr. R. Price, the Price Group
Managers or the Price Charities 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, Price Charities, Mr. S. Price, Mr. R. Price, the
Price Group Managers or the Price Charities 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 Brewer (formerly Rebecca
Price) and 18,805 shares of Common Stock with Sarah
Price. Ms. Brewer is employed by the Price Family
Charitable Fund, and Ms. S. Price is an actress.
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.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 10 OF 12 PAGES
The principal business address of each of Ms. Brewer,
Ms. S. Price and Mr. B. Price is 7979 Ivanhoe Avenue,
Suite 520, La Jolla, California 92037.
None of Ms. Brewer, Ms. S. Price and Mr. B. Price 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. Brewer, Ms. S. Price and Mr. B. Price is a
citizen of the United States of America.
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 Price Charities, Mr. S.
Price, Mr. R. Price, any of the Price Group Managers or any of
the Price Charities Directors and Officers. Except for PriceSmart
securities held by Price Charities, Price Charities 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 Price
Charities 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, Price Charities, Mr. R. Price,
any of the Price Group Managers or any of the Price Charities
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, Price Charities, Mr. S. Price, any of the Price
Group Managers or any of the Price Charities Directors and
Officers.
(c) On May 2, 2007, Price Group distributed an aggregate of 428,525
shares of Common Stock to two of its members in redemption of all
of their membership interests in Price Group.
The information set forth above in Item 3 is hereby incorporated
by reference in response to this Item 5(c).
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 11 OF 12 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 10, 2007
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 12 OF 12 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 Corp., Sol Price and Robert E. Price 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. (incorporated by reference to Exhibit 3 to Amendment No. 4
to Schedule 13D filed by The Price Group LLC, San Diego
Revitalization Corp., Sol Price and Robert E. Price with the SEC
on January 9, 2006).
4 Put Option Agreement, dated as of September 20, 2004, and amended
and restated as of January 7, 2005, by and between The Price Group
LLC and International Finance Corporation (incorporated by
reference to Exhibit 4 to Amendment No. 5 to Schedule 13 D filed
by The Price Group LLC, San Diego Revitalization Corp., Sol Price
and Robert E. Price with the SEC on February 14, 2006).