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 ENTITIES
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 9 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 9 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) [_]
(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
United States of America
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SOLE VOTING POWER
NUMBER OF 7
292 (See Item 5)
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,097,870 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
292 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,097,870 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,098,162 (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
26.7% (See Item 5)
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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 3 OF 9 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 Robert E. Price 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 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, the Price Family Charitable Fund, a private
foundation ("PFCF") for which Mr. Price serves as an officer and
director, 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) After giving effect to the Donation, Mr. 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, as follows:(2)
(i) 292 shares of Common Stock as custodian of his
minor children under UGMCA and through his
401(k) account;
(ii) the equivalent of 279,948 shares of Common Stock
as a co-trustee of the Robert and Allison Price
Trust UTD 1/10/75 ("RAPT");
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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 that may be deemed to
be beneficially owned by Mr. Price.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 4 OF 9 PAGES
(iii) the equivalent of 746,067 shares of Common Stock
as a co-trustee of the Robert and Allison Price
Charitable Trust ("RAPCT");(3)
(iv) 22,566 shares as a co-trustee of trusts for the
benefit of his children (the "Children Trusts");
(v) the equivalent of 415,577 shares of Common Stock
(including Series B Preferred Stock convertible
into 250,000 shares of Common Stock) as a
manager of The Price Group LLC, a California
limited liability company ("Price Group"), and
of which Mr. Price disclaims beneficial
ownership; and
(vi) the equivalent of 633,712 shares of Common Stock
(including Series A Preferred Stock convertible
into 14,666 shares of Common Stock) as a
director of San Diego Revitalization Corp., a
California nonprofit corporation ("SDRC"), and
of which Mr. Price disclaims beneficial
ownership.
(b) The power to vote and dispose of these 2,098,162 shares is as
follows:
(i) As custodian of his minor children and of his
401(k) account, Mr. Price has sole power to vote
and dispose of an aggregate of 292 shares.
(ii) As a co-trustee of each of RAPT and RAPCT, Mr.
Price shares the power to vote and dispose of an
aggregate of 1,026,015 shares with his wife,
Allison Price, who is a co-trustee of each of
RAPT and RAPCT.
(iii) As a co-trustee of the Children Trusts, Mr.
Price shares the power to vote and dispose of
(x) 7,522 shares with Ms. A. Price, who is a
co-trustee of the particular Children Trust
which holds such shares, (y) 7,522 shares with
Ms. A. Price and his daughter Sarah Price, each
of whom is a co-trustee of the particular
Children Trust which holds such shares, and (z)
7,522 shares with Ms. A. Price and his daughter
Rebecca Price, each of whom is a co-trustee of
the particular Children Trust which holds such
shares.
(iv) As a manager of Price Group, Mr. Price may be
deemed to share the power to vote and dispose of
415,577 shares with Sol Price, James F. Cahill,
Jack McGrory, Murray Galinson, Kathy Hillan and
Joseph R. Satz, each of whom is a manager of
Price Group (collectively, the "Price Group
Managers").
(v) As a director of SDRC, Mr. Price may be deemed
to share the power to vote and dispose of
633,712 shares with Mr. S. Price, Mr. Cahill,
Mr. McGrory, Ms. A. Price, Helen Price, William
Gorham, Mr. Galinson, Ms. Hillan and Mr. Satz
(collectively, the "SDRC Directors and
Officers").
The principal occupation of Mr. S. Price is self-employed
investor and manager of Price Group. The principal occupation of
each of Mr. Cahill, Mr. Galinson, Ms. Hillan, and Mr. Satz is
manager of Price Group. The
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3 Excludes shares pledged to RAPCT as collateral to secure loans made by
RAPCT.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 5 OF 9 PAGES
principal occupation of Mr. 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
Mr. Gorham is self-employed investor. Ms. A. Price and Ms. H.
Price are not presently employed. Ms. S. Price is a student, and
Ms. R. Price is self-employed.
The business address of each of the Price Group Managers, the
SDRC Directors and Officers, Ms. S. Price, and Ms. R. Price is
7979 Ivanhoe Avenue, Suite 520, La Jolla, California 92037.
During the last five years, none of the Price Group Managers or
the SDRC Directors and Officers or Ms. S. Price or Ms. R. 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 the Price Group Managers, the SDRC Directors and
Officers, Ms. S. Price, and Ms. R. Price is a citizen of the
United States of America.
(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)-(e) Not applicable.
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.
On October 4, 2004, in connection with the Proposed Transaction, RAPT,
RAPCT, the Sol and Helen Price Trust ("SHPT"), PFCF 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
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 6 OF 9 PAGES
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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9 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).
10 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 7 OF 9 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
ROBERT E. PRICE
/s/ Robert E. Price
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CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 8 OF 9 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 Pledge and Security Agreement, dated as of April
24, 2003, by and among San Diego Revitalization
Corporation in favor of the Price Family
Charitable Trust (incorporated by reference to
Exhibit 2 to the Schedule 13D filed by San Diego
Revitalization Corporation with the SEC on May
5, 2003).
6 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).
7 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).
8 Common Stock Purchase Agreement, dated as of
October 22, 2003, by and among PriceSmart, Inc.,
the Sol and Helen Price Trust, and the Robert
and Allison Price Trust UTD 1/10/75
(incorporated by reference to Exhibit 8 to
Amendment No. 7 to Schedule 13D filed by Sol
Price with the SEC on October 29, 2003).
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 9 OF 9 PAGES
9 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).
10 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).