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.
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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
C/O THE PRICE GROUP LLC
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 29, 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 14 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 PAGE 2 OF 14 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
52-2255962
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC, 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
6,427,503 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
6,427,503 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
6,427,503 (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
42.0%
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TYPE OF REPORTING PERSON*
14
OO - Limited Liability Company
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D PAGE 3 OF 14 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
San Diego Revitalization Corp.
33-0898712
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC, 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
633,712 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
633,712 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
633,712 (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
4.1%
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TYPE OF REPORTING PERSON*
14
OO - Nonprofit Corporation
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D PAGE 4 OF 14 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sol Price
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC, OO, AF
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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
1,083,260 (See Item 5)
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
7,061,215 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
1,083,260 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
7,061,215 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,144,475 (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
53.1%
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D PAGE 5 OF 14 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) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC, OO, AF
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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
8,359,796 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
292 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
8,359,796 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,360,088 (See Item 5)
--------------------------------------------------------------------------------
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
54.6%
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D PAGE 6 OF 14 PAGES
This statement on Schedule 13D (this "Schedule 13D") relates to
the common stock, par value $0.0001 per share ("Common Stock"), of PriceSmart,
Inc., a Delaware corporation ("PriceSmart"), and is being jointly filed by The
Price Group LLC, a California limited liability company ("Price Group"), San
Diego Revitalization Corp., a California nonprofit corporation ("SDRC"), Sol
Price and Robert E. Price.
Price Group presently reports its beneficial ownership of Common
Stock on a Schedule 13D originally filed with the Securities and Exchange
Commission (the "SEC") on July 21, 2003 (the "Prior Price Group 13D"). Mr. S.
Price presently reports his beneficial ownership of Common Stock on a Schedule
13D originally filed with the SEC on September 8, 1997, which has been
subsequently amended by Amendments No. 1 through 8 thereto (as so amended, the
"Prior Sol Price 13D"). Mr. R. Price presently reports his beneficial ownership
of Common Stock on a Schedule 13D originally filed with the SEC on September 8,
1997, which has been subsequently amended by Amendments No. 1 through 5 thereto
(as so amended, the "Prior Robert Price 13D").
This Schedule 13D is intended to amend, supplement and supercede
each of the Prior Price Group 13D, the Prior Sol Price 13D and the Prior Robert
Price 13D in their entirety. Except as may be otherwise indicated in any future
filings with the SEC by any of Price Group, Mr. S. Price or Mr. R. Price, all
future reports on Schedule 13D by Price Group, Mr. S. Price and Mr. R. Price of
their respective beneficial ownership of Common Stock that are required to be
filed under Section 13(d) of the Securities Exchange Act of 1934, as amended,
will be through, and by amendment to, this Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Schedule 13D") relates to the
common stock, par value $0.0001 per share ("Common Stock"), of
PriceSmart, Inc., a Delaware corporation ("PriceSmart").
The address of the principal executive offices of PriceSmart is 9740
Scranton Road, San Diego, California 92121.
ITEM 2. IDENTITY AND BACKGROUND.
(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) San Diego Revitalization Corp., a California
nonprofit corporation ("SDRC"), (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
James F. Cahill Manager
Jack McGrory Manager
Murray Galinson Manager
Kathy Hillan Manager
Joseph R. Satz Manager
The directors and executive officers of SDRC (collectively, the
"SDRC 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
James F. Cahill Director and Executive Vice
President
CUSIP NO. 741511109 SCHEDULE 13D PAGE 7 OF 14 PAGES
Jack McGrory Director and Executive Vice
President
Allison Price Director
Helen Price Director
Murray Galinson Director
William Gorham Director
Joseph R. Satz Secretary
Kathy Hillan Treasurer
Each of Price Group, SDRC, Mr. S. Price and Mr. R. Price affirm
membership in a group with each other. Each of Price Group,
SDRC, 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 SDRC Directors and Officers (other than
Mr. S. Price and Mr. R. Price).
(b)-(c) The principal executive office of Price Group and SDRC, and the
principal business address of each of Mr. S. Price, Mr. R.
Price, the Price Group Managers and the SDRC Directors and
Officers, is 7979 Ivanhoe Avenue, Suite 520, La Jolla,
California 92037.
The principal business of Price Group is real estate and
investment. The principal business of SDRC 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 interim Chief Executive Officer of
PriceSmart. Mr. R. Price also is a 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 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.
(d)-(e) During the last five years, neither Price Group, SDRC, Mr. S.
Price, Mr. R. Price, any of the Price Group Managers, nor any of
the SDRC 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.
The information set forth in Item 3 of each of the Prior Price Group
13D, the Prior Sol Price 13D and the Prior Robert Price 13D is hereby
incorporated herein by reference in its entirety in response to this
Item 3.
As previously disclosed by PriceSmart in, among other things, (i) the
Definitive Proxy Statement filed by PriceSmart with the Securities and
Exchange Commission ("SEC") on October 6, 2004 (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, and as previously disclosed
by Mr. S. Price and Mr. R. Price in the Prior Sol Price 13D and the
Prior Robert Price 13D, 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. Consummation of the Proposed Transaction was
subject to stockholder approval. The information set forth in the Proxy
Statement regarding the Proposed Transaction is incorporated herein by
reference in its entirety in response to this Item 3.
CUSIP NO. 741511109 SCHEDULE 13D PAGE 8 OF 14 PAGES
On October 29, 2004, the stockholders of PriceSmart approved the
Proposed Transaction, and certain portions of the Proposed Transaction
were consummated. The portions of the Proposed Transaction that were
consummated included the following transactions (the "Consummated
Transactions"), which were effected pursuant to the terms of the
Proposed Transaction:
(i) Price Group acquired 3,164,726 shares of Common Stock
from PriceSmart in a private placement funded by the
conversion of a $25 million bridge loan, plus accrued
and unpaid interest thereon, owed by PriceSmart to Price
Group into Common Stock at a price of $8 per share of
Common Stock (the "Bridge Loan Conversion").
(ii) Price Group acquired 2,597,200 shares of Common Stock
from PriceSmart as a repayment of $20 million in current
obligations, plus accrued and unpaid interest thereon,
owed by PriceSmart to Price Group at a price of $8 per
share of Common Stock (the "Obligations Conversion").
(iii) PriceSmart exchanged 2,200,000 shares of Common Stock
for all outstanding shares of the 8% Series B Cumulative
Convertible Redeemable Preferred Stock of PriceSmart
(the "Series B Preferred Stock") having an initial
stated amount of $22 million (the "Series B Exchange").
In connection with the Series B Exchange, (A) Price
Group exchanged 5,000 shares of Series B Preferred Stock
for 500,000 shares of Common Stock, (B) the Sol & Helen
Price Trust ("SHPT"), a trust for which Mr. S. Price is
the sole trustee, exchanged 7,000 shares of Series B
Preferred Stock for 700,000 shares of Common Stock, (C)
the Robert and Allison Price Trust UTD 1/20/75 ("RAPT"),
a trust for which Mr. R. Price is a co-trustee,
exchanged 2,000 shares of Series B Preferred Stock for
200,000 shares of Common Stock, and (D) the Robert and
Allison Price Charitable Trust ("RAPCT"), a trust for
which Mr. R. Price is a co-trustee, exchanged 3,000
shares of Series B Preferred Stock for 300,000 shares of
Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 4 of each of the Prior Price Group
13D, the Prior Sol Price 13D and the Prior Robert Price 13D is hereby
incorporated herein by reference in its entirety in response to this
Item 4. The information set forth above in Item 3 of this Schedule 13D
is hereby incorporated herein by reference in its entirety in response
to this Item 4.
As a result of the Consummated Transactions, Price Group, SDRC, Mr. S.
Price and Mr. R. Price presently may be deemed to beneficially own, in
the aggregate, more than 50.0% of the Common Stock and may be deemed to
control PriceSmart. Accordingly, PriceSmart may be deemed to be a
"controlled company" within the meaning of Nasdaq Marketplace Rule
4350(c)(5).
Pursuant to the Proposed Transaction, but subject to the obtainment by
PriceSmart of all applicable court approvals, PriceSmart is expected to
make an offer to exchange approximately $20 million of the 8% Series A
Cumulative Convertible Redeemable Preferred Stock of PriceSmart (the
"Series A Preferred Stock"), plus accrued and unpaid dividends thereon,
for Common Stock at a price of $10 per share of Common Stock (the
"Series A Exchange"). In connection with the Series A Exchange, (i) SDRC
is expected to exchange 550 shares of Series A Preferred Stock for
approximately 61,155 shares of Common Stock, and (ii) SHPT is expected
to exchange 550 shares of the Series A Preferred Stock for approximately
61,155 shares of Common Stock.
CUSIP NO. 741511109 SCHEDULE 13D PAGE 9 OF 14 PAGES
Pursuant to the Proposed Transaction, PriceSmart is expected to
effectuate the rights offering described in the Proxy Statement (the
"Rights Offering"). Price Group, SDRC, Mr. S. Price and Mr. R. Price may
participate in the Rights Offering, except as otherwise provided in that
certain Purchase Agreement, dated as of October 4, 2004 (the "Purchase
Agreement"), by and among PriceSmart, the Price Family Charitable Fund,
SHPT, RAPT, RAPCT and Price Group. A description of the terms of the
Purchase Agreement may be found in the Prior Sol Price 13D and the Prior
Robert Price 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) After giving effect to the Consummated Transactions, Price
Group, SDRC, Mr. S. Price and Mr. R. Price may be deemed to
beneficially own, in the aggregate, the equivalent of 9,443,348
shares of Common Stock (including Series A Preferred Stock
convertible into 29,332 shares of Common Stock pursuant to the
terms of the Series A Preferred Stock), which represent
approximately 61.6% of the outstanding Common Stock.(2) After
giving effect to the Consummated Transactions, Price Group,
SDRC, Mr. S. Price, Mr. R. Price, the Price Group Managers and
the SDRC Directors and Officers presently may be deemed to
beneficially own, in the aggregate, the equivalent of 9,516,091
shares of Common Stock (including Series A Preferred Stock
convertible into 29,332 shares of Common Stock pursuant to the
terms of the Series A Preferred Stock and options exercisable
within 60 days of the date of this filing for 14,500 shares of
Common Stock), which represent approximately 62.0% of the
outstanding Common Stock. The beneficial ownership of shares of
Common Stock (or equivalents thereof) by each of Price Group,
SDRC, Mr. S. Price, Mr. R. Price, the Price Group Managers and
the SDRC Directors and Officers is as follows:(3)
Price Group presently may be deemed to beneficially own
the equivalent of 6,427,503 shares of Common Stock,
which represent approximately 42.0% of the outstanding
Common Stock, no shares over which it may be deemed to
have sole voting and dispositive power and 6,427,503
shares over which it 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 Proxy Statement,
plus (ii) the 3,164,726 shares of Common Stock issued pursuant to the Bridge
Loan Conversion, plus (iii) the 2,597,200 shares of Common Stock issued pursuant
to the Obligations Conversion, plus (iv) the 2,200,000 shares of Common Stock
issued pursuant to the Series B Exchange, plus (v) the estimated number of
shares of Common Stock issuable to the person(s) whose percentage ownership is
being calculated upon the conversion of all Series A Preferred Stock that may be
deemed to be beneficially owned by such person pursuant to the terms of the
Series A Preferred Stock, plus (vi) 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 SDRC 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 the equivalent of 6,427,503
shares held by Price Group. In addition, the shares disclosed for each of the
SDRC Directors and Officers all include the equivalent of 633,712 shares held by
SDRC.
Disclosure of shares should not be construed as an admission of
beneficial ownership of such shares.
CUSIP NO. 741511109 SCHEDULE 13D PAGE 10 OF 14 PAGES
SDRC 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 pursuant to the terms of the Series A
Preferred Stock), which represent approximately 4.1% of
the outstanding Common Stock, no shares over which it
may be deemed to have sole voting and dispositive power
and 633,712 shares over which it may be deemed to have
shared voting and dispositive power.
Mr. S. Price presently may be deemed to beneficially own
the equivalent of 8,144,475 shares of Common Stock
(including Series A Preferred Stock convertible into
29,332 shares of Common Stock pursuant to the terms of
the Series A Preferred Stock), which represent
approximately 53.1% of the outstanding Common Stock,
1,083,260 shares over which he may be deemed to have
sole voting and dispositive power and 7,061,215 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 8,360,088 shares of Common Stock
(including Series A Preferred Stock convertible into
14,666 shares of Common Stock pursuant to the terms of
the Series A Preferred Stock), which represent
approximately 54.6% of the outstanding Common Stock, 292
shares over which he may be deemed to have sole voting
and dispositive power and 8,359,796 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 7,119,958 shares of Common Stock
(including Series A Preferred Stock convertible into
14,666 shares of Common Stock pursuant to the terms of
the Series A Preferred Stock and options exercisable
within 60 days of the date of this filing for 5,500
shares of Common Stock), which represent approximately
46.5% of the outstanding Common Stock, 9,375 shares over
which he may be deemed to have sole voting and
dispositive power and 7,110,583 shares over which he may
be deemed to have shared voting and dispositive power.
Mr. McGrory presently may be deemed to beneficially own
the equivalent of 7,065,715 shares of Common Stock
(including Series A Preferred Stock convertible into
14,666 shares of Common Stock pursuant to the terms of
the Series A Preferred Stock and options exercisable
within 60 days of the date of this filing for 4,500
shares of Common Stock), which represent approximately
46.1% of the outstanding Common Stock, 4,500 shares over
which he may be deemed to have sole voting and
dispositive power and 7,061,215 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 7,070,715 shares of Common Stock
(including Series A Preferred Stock convertible into
14,666 shares of Common Stock pursuant to the terms of
the Series A Preferred Stock and options exercisable
within 60 days of the date of this filing for 4,500
shares of Common Stock), which represent
CUSIP NO. 741511109 SCHEDULE 13D PAGE 11 OF 14 PAGES
approximately 46.1% of the outstanding Common Stock,
9,500 shares over which he may be deemed to have sole
voting and dispositive power and 7,061,215 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 7,061,215 shares of Common Stock
(including Series A Preferred Stock convertible into
14,666 shares of Common Stock pursuant to the terms of
the Series A Preferred Stock), which represent
approximately 46.1% of the outstanding Common Stock, no
shares over which he may be deemed to have sole voting
and dispositive power and 7,061,215 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 7,061,215 shares of Common Stock
(including Series A Preferred Stock convertible into
14,666 shares of Common Stock pursuant to the terms of
the Series A Preferred Stock), which represent
approximately 46.1% of the outstanding Common Stock, no
shares over which she may be deemed to have sole voting
and dispositive power and 7,061,215 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 pursuant to the terms of
the Series A Preferred Stock), which represent
approximately 4.1% 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 Price Group,
SDRC, Mr. S. Price, Mr. R. Price, the Price Group Managers or
the SDRC 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, SDRC, Mr.
S. Price, Mr. R. Price, the Price Group Managers or the SDRC
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.
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.
CUSIP NO. 741511109 SCHEDULE 13D PAGE 12 OF 14 PAGES
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).
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 SDRC,
Mr. S. Price, Mr. R. Price, any of the Price Group Managers or
any of the SDRC Directors and Officers. Except for PriceSmart
securities held by SDRC, SDRC 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 SDRC 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, SDRC, Mr.
R. Price, any of the Price Group Managers or any of the SDRC
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, SDRC, Mr. S. Price, any of the Price Group
Managers or any of the SDRC 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).
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in Item 6 of each of the Prior Price Group
13D, the Prior Sol Price 13D and the Prior Robert Price 13D is hereby
incorporated herein by reference in its entirety in response to this
Item 6.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The information set forth in Item 7 of each of the Prior Price Group
13D, the Prior Sol Price 13D and the Prior Robert Price 13D is hereby
incorporated herein by reference in its entirety in response to this
Item 7.
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 (filed herewith).
CUSIP NO. 741511109 SCHEDULE 13D PAGE 13 OF 14 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 29, 2004
THE PRICE GROUP LLC
/s/ James F. Cahill
-------------------------------------
By: James F. Cahill
Title: Manager
SAN DIEGO REVITALIZATION CORP.
/s/ James F. Cahill
-------------------------------------
By: James F. Cahill
Title: Executive Vice President
SOL PRICE
/s/ Sol Price
-------------------------------------
ROBERT PRICE
/s/ Robert Price
-------------------------------------
CUSIP NO. 741511109 SCHEDULE 13D PAGE 14 OF 14 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 (filed herewith).