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. 5)(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
PRICE FAMILY CHARITABLE FUND
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)
OCTOBER 25, 2004
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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 10 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 10 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Price Family Charitable Fund
95-3842468
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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
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
0 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0 (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
0.0%
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TYPE OF REPORTING PERSON*
14
OO - Private Foundation
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 3 OF 10 PAGES
This Amendment No. 5 to Schedule 13D relates to the common
stock, par value $0.0001 per share ("Common Stock"), of PriceSmart, Inc., a
Delaware corporation ("PriceSmart"), and further amends the Schedule 13D, filed
by the Price Family Charitable Fund ("PFCF") with the Securities and Exchange
Commission (the "SEC") on September 8, 1997 (the "Original 13D"), as
subsequently amended by Amendments No. 1 through 4 thereto (the Original 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(c) of the Schedule 13D is hereby amended and restated as follows:
(c) The principal occupation of Sol Price is self-employed investor
and manager of The Price Group LLC, a California limited
liability company ("Price Group"). The principal occupation of
Robert Price is interim Chief Executive Officer of PriceSmart.
Mr. R. Price also is a manager of Price Group. The principal
occupation of each of James F. Cahill, Murray Galinson, Kathy
Hillan, and Joseph R. Satz is manager of Price Group. The
principal occupation of Jack McGrory is Chief Executive Officer
of Price Legacy Corporation, a Maryland corporation. Mr. McGrory
is also a manager of Price Group. The principal occupation of
William Gorham is self-employed investor. Helen Price and
Allison Price are not presently employed.
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 October 25, 2004, PFCF donated all of the PriceSmart capital stock
held by PFCF to a charitable organization (the "Donation"). The stock
that was donated consisted of (i) 654,382 shares of Common Stock, (ii)
550 shares of the 8% Series A Cumulative Convertible Redeemable
Preferred Stock of PriceSmart ("Series A Preferred Stock"), which are
convertible into 14,666 shares of Common Stock, and (iii) 5,000 shares
of the 8% Series B Cumulative Convertible Redeemable Preferred Stock of
PriceSmart ("Series B Preferred Stock"), which are convertible into
250,000 shares of Common Stock.
The information set forth in Item 6 below is hereby incorporated herein
in its entirety in response to this Item 3.
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 in response to this Item 4. The information set forth in
Item 6 below is hereby incorporated herein in its entirety in response
to this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)-(b) After giving effect to the Donation, PFCF has ceased to
beneficially own any Common Stock.
After giving effect to the Donation, the PFCF Directors and
Officers presently may be deemed to beneficially own, in the
aggregate, the equivalent of 2,904,165 shares of Common Stock,
which represent
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 4 OF 10 PAGES
approximately 35.3% of the outstanding Common Stock.(2) The
beneficial ownership of shares of Common Stock by each of the
PFCF Directors and Officers is as follows:(3)
Mr. S. Price presently may be deemed to beneficially own
the equivalent of 1,782,549 shares of Common Stock
(including Series A Preferred Stock and Series B
Preferred Stock convertible into 629,332 shares of
Common Stock), which represent approximately 22.4% of
the outstanding Common Stock, 733,260 shares over which
he may be deemed to have sole voting and dispositive
power and 1,049,289 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 2,098,162 shares of Common Stock
(including Series A Preferred Stock and Series B
Preferred Stock convertible into 514,666 shares of
Common Stock), which represent approximately 26.7% of
the outstanding Common Stock, 292 shares over which he
may be deemed to have sole voting and dispositive power
and 2,097,870 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. Cahill presently may be deemed to beneficially own
the equivalent of 1,108,032 shares of Common Stock
(including Series A Preferred Stock and Series B
Preferred Stock convertible into 264,666 shares of
Common Stock and options exercisable within 60 days of
the date of this filing for 5,500 shares of Common
Stock), which represent approximately 14.6% of the
outstanding Common Stock, 9,375 shares over which he may
be deemed to have sole voting and dispositive power and
1,098,657 shares over which he may be deemed to have
shared voting and dispositive power.
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2 All calculations of percentage ownership in this Schedule 13D are based
on (i) approximately 7,339,810 shares of Common Stock estimated to be issued and
outstanding as of September 20, 2004, as reported in the Definitive Proxy
Statement filed by PriceSmart with the SEC on October 6, 2004 (the "Proxy
Statement"), plus (ii) the shares of Common Stock issuable upon conversion of
all Series A Preferred Stock and Series B Preferred Stock (if any) that may be
deemed to be beneficially owned by the person(s) whose percentage ownership is
being calculated), plus (iii) 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 disclosed for each of the PFCF 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 Mr. S. Price, Mr. R.
Price, Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz, Ms. Hillan and Mr.
Gorham all include (i) the equivalent of 633,712 shares held by San Diego
Revitalization Corp., a California nonprofit ("SDRC") and entity for which each
of them serves as a director and/or officer. In addition, 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 equivalent of 415,577 shares held by
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 an admission of beneficial ownership of such shares.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 5 OF 10 PAGES
Mr. McGrory presently may be deemed to beneficially own
the equivalent of 1,053,789 shares of Common Stock
(including Series A Preferred Stock and Series B
Preferred Stock convertible into 264,666 shares of
Common Stock and options exercisable within 60 days of
the date of this filing for 4,500 shares of Common
Stock), which represent approximately 13.8% of the
outstanding Common Stock, 4,500 shares over which he may
be deemed to have sole voting and dispositive power and
1,049,289 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 1,058,789 shares of Common Stock
(including Series A Preferred Stock and Series B
Preferred Stock convertible into 264,666 shares of
Common Stock and options exercisable within 60 days of
the date of this filing for 4,500 shares of Common
Stock), which represent approximately 13.9% of the
outstanding Common Stock, 9,500 shares over which he may
be deemed to have sole voting and dispositive power and
1,049,289 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 1,049,289 shares of Common Stock
(including Series A Preferred Stock and Series B
Preferred Stock convertible into 264,666 shares of
Common Stock), which represent approximately 13.8% of
the outstanding Common Stock, no shares over which he
may be deemed to have sole voting and dispositive power
and 1,049,289 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 1,049,289 shares of Common Stock
(including Series A Preferred Stock and Series B
Preferred Stock convertible into 264,666 shares of
Common Stock), which represent approximately 13.8% of
the outstanding Common Stock, no shares over which she
may be deemed to have sole voting and dispositive power
and 1,049,289 shares over which she may be deemed to
have shared voting and dispositive power.
Mr. Gorham presently may be deemed to beneficially own
the equivalent of 633,712 shares of Common Stock
(including Series A Preferred Stock convertible into
14,666 shares of Common Stock), which represent
approximately 8.6% of the outstanding Common Stock, no
shares over which he may be deemed to have sole voting
and dispositive power and 633,712 shares over which he
may be deemed to have shared voting and dispositive
power.
Except as set forth below, to the extent any of the PFCF
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 the PFCF 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 7,522 shares of Common
Stock with Rebecca Price and 7,522 shares of Common
Stock with Sarah Price. Ms. R. Price is self-employed,
and Ms. S. Price is a student.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 5 OF 10 PAGES
Mr. Cahill may be deemed to share voting and dispositive
power over 5,210 shares of Common Stock with Ben Price,
3,910 shares of Common Stock with Jonas Price, and
40,248 shares of Common Stock 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.
The principal business address of each of Ms. R. Price,
Ms. S. Price, Mr. B. Price and Mr. J. Price 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. R. Price, Ms. S. Price, Mr. B. Price, Mr. J.
Price, Mr. Feuerstein and Mr. Spring 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. R. Price, Ms. S. Price, Mr. B. Price, Mr. J.
Price, Mr. Feuerstein and Mr. Spring 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).
PFCF disclaims beneficial ownership of all PriceSmart securities
that may be deemed to be beneficially owned by Price Group, SDRC
or any of the PFCF Directors and Officers. Each of the PFCF
Directors and Officers disclaims beneficial ownership of all
PriceSmart securities that may be deemed to be beneficially
owned by Price Group, PFCF, SDRC or any other PFCF Directors and
Officers.
(c) The information set forth in Item 3 above is hereby incorporated
herein in its entirety in response to this Item 5(c). The
information set forth in Item 6 below is hereby incorporated
herein in its entirety in response to this Item 5(c).
(d) Not applicable.
(e) October 25, 2004.
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:
As already disclosed by PriceSmart in, among other things, (i) the Proxy
Statement, (ii) the Current Report on Form 8-K, filed by PriceSmart with
the SEC on September 3, 2004, and (iii) the Current Report on Form 8-K,
filed by PriceSmart with the SEC on October 8, 2004, PriceSmart has
proposed a transaction (the "Proposed Transaction") designed to, among
other things, reduce PriceSmart's interest payments and eliminate its
preferred stock dividend obligations.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 6 OF 10 PAGES
On October 4, 2004, in connection with the Proposed Transaction, PFCF,
the Sol and Helen Price Trust ("SHPT"), the Robert and Allison Price
Charitable Remainder Trust, the Robert and Allison Price Trust UTD
1/10/75 ("RAPT"), and Price Group (collectively, the "Investors")
entered into a Common Stock Purchase Agreement (the "Purchase
Agreement") with PriceSmart. The Purchase Agreement provides for, among
other things: (i) a private placement of Common Stock to Price Group, at
a price of $8.00 per share, to be funded through the conversion of a $25
million bridge loan, together with accrued and unpaid interest, extended
by Price Group to the Company on August 31, 2004; (ii) the issuance, in
the aggregate, of 2,200,000 shares of Common Stock to the Investors in
exchange for, in the aggregate, 22,000 shares of Series B Preferred
Stock; (iii) the issuance of shares of Common Stock to Price Group, at a
price of $8.00 per share, in exchange for the cancellation of certain
obligations of PriceSmart to Price Group in the amount of $20 million,
together with accrued and unpaid interest; and (iv) the partial waiver
by SHPT and RAPT of certain rights that will be granted to them pursuant
to a rights offering contemplated under the Proposed Transaction.
Consummation of the Proposed Transaction, which includes the
transactions contemplated by the Purchase Agreement, is subject to
stockholder approval. If such approval is obtained, the Proposed
Transaction is expected to be consummated within five business days
after such approval.
Also on October 4, 2004, the Investors and PriceSmart entered into a
Stockholder Voting Agreement (the "Voting Agreement") pursuant to which
the Investors agreed to, among other things, (i) vote in favor of the
Proposed Transaction and (ii) appoint PriceSmart as the Investors' proxy
to vote the shares of Common Stock held by the Investors in favor of the
Proposed Transaction.
Each of the Purchase Agreement and the Voting Agreement has been
incorporated by reference as an exhibit to this Schedule 13D and is
hereby incorporated herein in its entirety in response to this Item 6.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to add the following information:
Exhibit No. Description of Exhibit
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7 Common Stock Purchase Agreement, dated as of
October 4, 2004, by and among PriceSmart, Inc.,
the Sol and Helen Price Trust, the Robert and
Allison Price Trust UTD 1/10/75, the Price
Family Charitable Fund, The Price Group LLC, and
the Robert and Allison Price Charitable
Remainder Trust (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K
filed by PriceSmart, Inc. with the SEC on
October 8, 2004).
8 Stockholder Voting Agreement, dated as of
October 4, 2004, by and among PriceSmart, Inc.,
The Price Group LLC, the Sol and Helen Price
Trust, the Robert and Allison Price Trust UTD
1/10/75, the Price Family Charitable Fund and
the Robert and Allison Price Charitable
Remainder Trust (incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K
filed by PriceSmart, Inc. with the SEC on
October 8, 2004).
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 8 OF 10 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: October 27, 2004
PRICE FAMILY CHARITABLE FUND
/s/ James F. Cahill
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By: James F. Cahill
Title: Director
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 9 OF 10 PAGES
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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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 (incorporated by reference
to Exhibit 10.5 to the Current Report on Form
8-K filed by PriceSmart, Inc. with the SEC on
January 24, 2002).
2 Series A Preferred Stock Purchase Agreement
dated as of January 18, 2002 between PriceSmart
and the Investors Listed on Exhibit A Thereto
(incorporated by reference to Exhibit 10.4 to
the Current Report on Form 8-K filed by
PriceSmart, Inc. with the SEC on January 24,
2002).
3 Amended and Restated Certificate of
Incorporation of PriceSmart, Inc. (incorporated
by reference to Exhibit 3.1 to the Annual Report
on Form 10-K filed by PriceSmart, Inc. with the
SEC on November 26, 1997).
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 (incorporated by
reference to Exhibit 3.2 to the Current Report
on Form 8-K filed by PriceSmart, Inc. with the
SEC on January 24, 2002).
5 Series B Preferred Stock Purchase Agreement
dated July 9, 2003 between PriceSmart and the
Investors listed on Exhibit A Thereto
(incorporated by reference to Exhibit 5 to
Amendment No. 3 to Schedule 13D filed by the
Price Family Charitable Fund with the SEC on
July 18, 2003).
6 Certificate of Designations, Preferences, and
Relative, Participating, Optional and Other
Special Rights of 8% Series B Cumulative
Convertible Redeemable Preferred Stock and
Qualifications, Limitations and Restrictions
Thereof dated July 9, 2003 (incorporated by
reference to Exhibit 6 to Amendment No. 3 to
Schedule 13D filed by the Price Family
Charitable Fund with the SEC on July 18, 2003).
7 Common Stock Purchase Agreement, dated as of
October 4, 2004, by and among PriceSmart, Inc.,
the Sol and Helen Price Trust, the Robert and
Allison Price Trust UTD 1/10/75, the Price
Family Charitable Fund, The Price Group LLC, and
the Robert and Allison Price Charitable
Remainder Trust (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K
filed by PriceSmart, Inc. with the SEC on
October 8, 2004).
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 10 OF 10 PAGES
8 Stockholder Voting Agreement, dated as of
October 4, 2004, by and among PriceSmart, Inc.,
The Price Group LLC, the Sol and Helen Price
Trust, the Robert and Allison Price Trust UTD
1/10/75, the Price Family Charitable Fund and
the Robert and Allison Price Charitable
Remainder Trust (incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K
filed by PriceSmart, Inc. with the SEC on
October 8, 2004).