SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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. ___) (1)
PRICESMART, INC.
----------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
----------------------------------------------------------------------------
(Title of Class of Securities)
741511109
----------------------------------------------------------------------------
(CUSIP Number)
JAMES F. CAHILL
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)
JULY 9, 2003
----------------------------------------------------------------------------
(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 11 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.
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 PAGE 2 OF 11 PAGES
--------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
52-2255962
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
--------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
415,577 (see Item 5)
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
415,577 (see Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
415,577 (see Item 5)
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.0% (see Item 5)
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
--------------------------------------------------------------------------------
CUSIP NO. 741511109 SCHEDULE 13D PAGE 3 OF 11 PAGES
This statement on Schedule 13D is filed by The Price Group LLC, a
California limited liability company, and relates to the common stock, par
value $0.0001 of PriceSmart, Inc., a Delaware corporation.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, par value
$0.0001 of PriceSmart, Inc. ("PriceSmart Common Stock"), a Delaware
corporation ("PriceSmart").
The address of the principal executive offices of PriceSmart is 4649 Morena
Boulevard, San Diego, California 92117.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (f) This statement on Schedule 13D is filed by The Price Group
LLC, a California limited liability company ("TPG").
The managers of TPG (collectively, the "TPG Managers"), each
of whom is a citizen of the United States, are as follows:
Sol Price
Robert E. Price
James F. Cahill
Jack McGrory
Murray Galinson
Kathy Hillan
Joseph R. Satz
Each of the TPG Managers disclaims membership in a group with
TPG, and TPG disclaims membership in a group with any of the
TPG managers.
(b) The principal executive office of TPG and the principal
business address of each of the TPG Managers is 7979 Ivanhoe
Avenue, Suite 520, La Jolla, California 92037.
(c) The principal business of TPG is real estate and investment.
The principal occupation of Mr. S. Price is self-employed
investor and manager of TPG. The current occupation of Mr.
R. PRice is acting Chief Executive Officer of PriceSmart.
The principal occupation of each of Mr. Cahill, Mr. McGrory,
Mr. Galinson, Mr. Satz, and Ms. Hillan is manager of TPG.
(d)-(e) During the last five years, neither TPG nor any of the TPG
Managers 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
CUSIP NO. 741511109 SCHEDULE 13D PAGE 4 OF 11 PAGES
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 AND OTHER CONSIDERATION
On August 11, 2000, TPG received a capital contribution of 165,577 shares
of PriceSmart Common Stock from the Sol and Helen Price Trust. Mr. S. Price
is the trustee of the Sol and Helen Price Trust.
On July 9, 2003, TPG acquired for cash 5,000 shares of PriceSmart's 8%
Series B Cumulative Convertible Redeemable Preferred Stock, par value
$0.0001 per share (the "Series B Preferred Stock"), from PriceSmart in a
private transaction for $1,000 per share. The Series B Preferred Stock is
convertible at the option of the holder at any time, or automatically on
July 9, 2013, into shares of PriceSmart Common Stock at a conversion price
of $20.00 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 July 9, 2008. PriceSmart is required to register with the Securities
and Exchange Commission the shares of PriceSmart Common Stock issuable upon
conversion of the Series B Preferred Stock.
The foregoing description of the terms of the Series B Preferred Stock is
qualified in its entirety by reference to the 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,
which is incorporated herein in its entirety by reference in response to
this Item 3 and as Exhibit 1 to this Schedule 13D.
All cash paid by TPG in connection with the acquisition of PriceSmart
securities pursuant to the transactions described in this Item 3 were
funded by working capital of TPG.
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 B Preferred
Stock held by TPG are held for investment purposes only.
While TPG does not have any present plans to purchase additional shares of
PriceSmart Common Stock or other PriceSmart securities or to sell any of
the shares
CUSIP NO. 741511109 SCHEDULE 13D PAGE 5 OF 11 PAGES
of PriceSmart Common Stock or other PriceSmart securities held by it, it
may determine to make such purchases or sales, from time to time, in the
open market or otherwise, depending upon price, market conditions,
availability of or need for funds, evaluation of alternative investments,
and other factors.
Other than as set forth in this Schedule 13D, TPG does not have any plans
or proposals which relate to or would result in (a) the acquisition by any
person of additional securities of PriceSmart or the disposition of
securities of PriceSmart; (b) an extraordinary corporate transaction
involving PriceSmart or any of its subsidiaries; (c) a sale or transfer of
a material amount of assets of PriceSmart or any of its subsidiaries; (d)
any change in the present board of directors or management of PriceSmart;
(e) any material change in the present capitalization or dividend policy of
PriceSmart; (f) any other material change in PriceSmart's business or
corporate structure; (g) changes in PriceSmart's charter, bylaws, or
instruments corresponding thereto or other actions which may impede the
acquisition of control of PriceSmart by any person; (h) causing a class of
securities of PriceSmart to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of
equity securities of PriceSmart becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any other similar action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) TPG presently beneficially owns 415,577 shares of PriceSmart
Common Stock, representing approximately 6.0% of the issued
and outstanding PriceSmart Common Stock.(2) These 415,577
shares include 250,000 shares of PriceSmart Common Stock
issuable upon conversion of the 5,000 shares of Series B
Preferred Stock beneficially owned by TPG. Of these 415,577
shares, TPG has sole voting and dispositive power over all
415,577 shares and shared voting and dispositive power over
none.
TPG Managers may be deemed to beneficially own, in the
aggregate, 3,577,713 shares of PriceSmart Common Stock
(including 9,000 shares underlying stock options exercisable
within 60 days of the date of this filing, 1,650 shares of
PriceSmart's 8% Series A Cumulative Convertible Redeemable
Preferred Stock, par value $0.0001 per share (the "Series A
Preferred Stock"), currently convertible into 43,998 shares
of PriceSmart Common Stock and 22,000 shares of Series B
Preferred Stock currently convertible into 1,100,000 shares
of PriceSmart Common Stock), representing approximately
52.1% of the issued and outstanding PriceSmart Common
Stock.(3) The beneficial ownership of shares by each of the
TPG Managers is as follows(4):
Mr. S. Price may be deemed to beneficially own
2,631,597 shares of PriceSmart Common Stock
(including 1,650 shares of Series A Preferred Stock
currently convertible into 43,998 shares of
PriceSmart Common Stock and 17,000 shares of Series
B Preferred Stock currently convertible into 850,000
shares of PriceSmart Common Stock), representing
approximately 38.3% of the issued and outstanding
PriceSmart Common Stock, 403,260 shares over which
he has sole voting and dispositive power and
2,228,337 shares over which he has shared voting and
dispositive power. Helen 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.
CUSIP NO. 741511109 SCHEDULE 13D PAGE 6 OF 11 PAGES
Mr. R. Price may be deemed to beneficially own
3,107,210 shares of PriceSmart Common Stock
(including 1,100 shares of Series A Preferred Stock
currently convertible into 29,332 shares of
PriceSmart Common Stock and 15,000 shares of Series
B Preferred Stock currently convertible into 750,000
shares of PriceSmart Common Stock), representing
approximately 45.2% of the issued and outstanding
PriceSmart Common Stock, 212 shares over which he
has sole voting and dispositive power and 3,106,998
shares over which he has shared voting and
dispositive power. Allison Price is the wife of Mr.
R. Price. To the extent that she may be deemed to
beneficially own shares, those shares are included
in the shares reported as may be deemed to be
beneficially owned by Mr. R. Price.
Mr. Cahill may be deemed to beneficially own
2,285,330 shares of PriceSmart Common Stock
(including 3,750 shares underlying stock options
exercisable within 60 days of the date of this
filing and 1,100 shares of Series A Preferred Stock
currently convertible into 29,332 shares of
PriceSmart Common Stock and 10,000 shares of Series
B Preferred Stock currently convertible into 500,000
shares of PriceSmart Common Stock), representing
approximately 33.3% of the issued and outstanding
PriceSmart Common Stock, 7,625 shares over which he
has sole voting and dispositive power and 2,277,705
shares over which he has shared voting and
dispositive power.
Mr. McGrory may be deemed to beneficially own
2,231,337 shares of PriceSmart Common Stock
(including 3,000 shares underlying stock options
exercisable within 60 days of the date of this
filing and 1,100 shares of Series A Preferred Stock
currently convertible into 29,332 shares of
PriceSmart Common Stock and 10,000 shares of Series
B Preferred Stock currently convertible into 500,000
shares of PriceSmart Common Stock), representing
approximately 32.5% of the issued and outstanding
PriceSmart Common Stock, 3,000 shares over which he
has sole voting and dispositive power and 2,228,337
shares over which he has shared voting and
dispositive power.
Mr. Galinson may be deemed to beneficially own
2,235,587 shares of PriceSmart Common Stock
(including 2,250 shares underlying stock options
exercisable within 60 days of the date of this
filing and 1,100 shares of Series A Preferred Stock
currently convertible into 29,332 shares of
PriceSmart Common Stock and 10,000 shares of Series
B Preferred Stock currently convertible into 500,000
shares of PriceSmart Common Stock), representing
approximately 32.5% of the issued and outstanding
PriceSmart Common Stock, over which he has sole
voting and dispositive power with respect to 2,250
shares and over which he has shared voting and
dispositive power with respect to 2,233,337 shares.
Mr. Satz may be deemed to beneficially own 2,228,337
shares of PriceSmart Common Stock (including 1,100
shares of Series A Preferred Stock currently
convertible into 29,332 shares of PriceSmart Common
Stock and 10,000 shares of Series B Preferred Stock
currently convertible into 500,000 shares of
PriceSmart Common Stock), representing approximately
32.4% 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 2,228,337 shares.
Ms. Hillan may be deemed to beneficially own
2,228,337 shares of PriceSmart Common Stock
(including 1,100 shares of Series A Preferred Stock
currently convertible into 29,332 shares of
PriceSmart Common Stock and 10,000 shares of Series
B Preferred Stock currently convertible into 500,000
shares of PriceSmart Common Stock), representing
approximately 32.4% 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 2,228,337 shares.
CUSIP NO. 741511109 SCHEDULE 13D PAGE 7 OF 11 PAGES
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 TPG Managers 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 TPG Managers, Ms. H.
Price and/or Ms. A. Price. 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
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. A.
Price, Ms. H. Price, 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. Ms. A. Price and Ms. H. Price are not
presently employed.
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. A. Price, Ms. H. Price, 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. The information set forth in Item 3 of
Amendment No. 3 to Schedule 13D, filed on or around July 18,
2003, by Mr. R. Price with the Securities and Exchange
Commission, and the information set forth in Item 3 of
Amendment No. 6 to Schedule 13D, filed on or around July 18,
2003, by Mr. Price with the Securities and Exchange
Commission, are incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
-----------
(2) Calculation of percentage ownership of PriceSmart Common Stock is based
on approximately 6,871,913 shares estimated to be issued and outstanding as of
May 31, 2003, as reported in the Quarterly Report on Form 10-Q filed by
PriceSmart with the Securities and Exchange Commission on July 15, 2003.
(3) These 3,577,713 shares include the 415,577 shares beneficially owned by
TPG. Shares that may be deemed to be beneficially owned by more than one of the
TPG Managers were not double-counted in arriving at the 3,577,713 figure.
(4) Shares disclosed for each of the TPG Managers 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 1,179,048 shares held
by the Price Family Chartible Fund, an entity for which each of them serves as
an officer or director, 415,577 shares held by TPG, an entity for which each of
them serves as a manager, and 633,712 shares held by San Diego Revitalization
Corporation, an entity for which each of them serves as an officer or director.
Disclosure of shares with respect to any of the TPG Managers should not be
construed as any admission of beneficial ownership of such shares.
CUSIP NO. 741511109 SCHEDULE 13D PAGE 8 OF 11 PAGES
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, TPG, 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 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 PriceSmart Common 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 PriceSmart Common Stock without regard to the
transfer restrictions in the Right of First Refusal Agreement. For purposes of
the Right of First Refusal 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 PriceSmart Common 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
PriceSmart Common 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 Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of 8% Series B
Cumulative Convertible Redeemable Preferred Stock and
CUSIP NO. 741511109 SCHEDULE 13D PAGE 9 OF 11 PAGES
Qualifications, Limitations and Restrictions Thereof, dated
July 9, 2003.
Exhibit 2 Series B Preferred Stock Purchase Agreement dated as of July
9, 2003 between PriceSmart and the Investors Listed on Exhibit
A thereto.
Exhibit 3 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 herein by reference to PriceSmart's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on January 24, 2002).
CUSIP NO. 741511109 SCHEDULE 13D PAGE 10 OF 11 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: July 18, 2003
The Price Group LLC
/s/ James F. Cahill
---------------------------------------
By: James F. Cahill
Title: Executive Vice President
CUSIP NO. 741511109 SCHEDULE 13D PAGE 11 OF 11 PAGES
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
Exhibit 1 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.
Exhibit 2 Series B Preferred Stock Purchase Agreement dated as of July
9, 2003 between PriceSmart and the Investors Listed on Exhibit
A thereto.
Exhibit 3 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 herein by reference to PriceSmart's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on January 24, 2002).