-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jwx0aR/4GFpF/sA0RAf3s4RoL8PxYX60kg9TP7H1K3/SPUPaYP+qD+mchCLtEral FnlJWnI7Gn0gTh6rV84S7w== 0000891554-98-001137.txt : 19980909 0000891554-98-001137.hdr.sgml : 19980909 ACCESSION NUMBER: 0000891554-98-001137 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980908 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICESMART INC CENTRAL INDEX KEY: 0001041803 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 330628530 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51523 FILM NUMBER: 98705555 BUSINESS ADDRESS: STREET 1: 4649 MORENA BLVD CITY: SAN DIEGO STATE: CA ZIP: 92117 BUSINESS PHONE: 6195814530 MAIL ADDRESS: STREET 1: 4649 MORENA BLVD CITY: SAN DIEGO STATE: CA ZIP: 92117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE SOL CENTRAL INDEX KEY: 0000900936 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 557122154 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7979 IVANHOE AVE STREET 2: SUITE 520 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6195512345 MAIL ADDRESS: STREET 1: 7979 IVANHOE AVE STREET 2: STE 520 CITY: LA JOLLA STATE: CA ZIP: 92037 SC 13D/A 1 AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20540 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No 1)* PriceSmart, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 741511109 ------------------------------------------------------- (CUSIP Number) Karen Ratcliff 4649 Morena Blvd. San Diego, CA 92117 (619) 581-4530 - -------------------------------------------------------------------------------- (Name, Address and Telephone of Person Authorized to Receive Notice and Communications) August 28, 1998 ------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 ("Act") 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). (Continued on following pages) (Page 1 of 5 pages) Page 2 of 5 SCHEDULE 13D CUSIP No. 741511109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sol Price ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / N/A (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen 7 SOLE VOTING POWER NUMBER OF See Attached SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See Attached EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH See Attached 10 SHARED DISPOSITIVE POWER See Attached 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,780,249 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1,780,249 ----------- = 30.0% 5,924,869 14 TYPE OF REPORTING PERSON* IN Page 3 of 5 SCHEDULE 13D Number of Shares Beneficially Owned by Each Reporting Person With 7) Sole Voting Power 168,102 By Sol Price as Trustee of Sol & Helen Price Trust 911,190 By Sol Price as Trustee of Price Family Charitable Trust - ------------- 1,079,292 TOTAL 8) Shared Voting Power 655,645 by Sol Price as Director of Price Family Charitable Fund 8,737 by Sol Price as Co-Trustee of Marion Brodie Trust 36,575 by Sol Price as Co-Trustee of Dorothy Goldberg Trust - ------------- 700,957 TOTAL 9) Sole Dispositive Power 168,102 By Sol Price as Trustee of Sol & Helen Price Trust 911,190 By Sol Price as Trustee of Price Family Charitable Trust - ------------- 1,079,292 TOTAL 10) Shared Dispositive Power 655,645 by Sol Price as Director of Price Family Charitable Fund 8,737 by Sol Price as Co-Trustee of Marion Brodie Trust 36,575 by Sol Price as Co-Trustee of Dorothy Goldberg Trust - ------------- 700,957 TOTAL 12) Exclusion of Shares The reporting person disclaims beneficial ownership of the following shares: 655,645 Held by Price Family Charitable Fund 8,737 Held by Marion Brodie Trust 36,575 Held by Dorothy Goldberg Trust - ------------- 700,957 TOTAL Page 4 of 5 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D 1. SECURITY AND ISSUER PriceSmart, Inc. Common Stock Karen Ratcliff, Chief Financial Officer 4649 Morena Blvd. San Diego, CA 92117 2. IDENTITY AND BACKGROUND a) Sol Price b) 7979 Ivanhoe Avenue, Suite 520 La Jolla, CA 92037 c) Self-employed investor d) None e) None f) U.S. Citizen 3. SOURCE AND AMOUNT OF FUNDS No funds were used in connection with the acquisition of securities subject to this Schedule. See Item 4 for additional information. 4. PURPOSE OF TRANSACTION Pursuant to a Distribution Agreement, dated as of August 26, 1997 (the "Distribution Agreement"), between Price Enterprises, Inc., a Delaware corporation ("PEI"), and PriceSmart, all of the issued and outstanding shares of PriceSmart Common Stock were distributed (the "Distribution") on August 29, 1997 to the holders of common stock, $.0001 par value per share, of PEI (the "PEI Common Stock"). Pursuant to the Distribution, each PEI stockholder received one share of PriceSmart Common Stock for every four shares of PEI Common Stock held by such person on August 15, 1997. No consideration was paid by the reporting person in connection with the acquisition pursuant to the Distribution of the shares of PriceSmart Common Stock subject to this Schedule. The purpose of the acquisition of PriceSmart common stock through the Distribution was for investment purposes only. 5. INTEREST IN SECURITIES OF THE ISSUER a) The aggregate number of shares beneficially owned (1,780,249 or 30.0%) is held as follows: - 168,102 shares by Sol Price as Trustee of Sol and Helen Price Trust U/T/D 2/20/70. - 911,190 shares by Sol Price as Trustee of Price Family Charitable Trust U/T/D 3/10/84. - 655,645 shares by Sol Price as a Director of The Price Family Charitable Fund. - 8,737 shares by Sol Price as Co-Trustee of Marion Brodie Trust. - 36,575 shares by Sol Price as Co-Trustee of Dorothy Goldberg Trust. These shares include 700,957 shares of which the reporting person disclaims beneficial ownership. These shares do not include the 1,312,426 shares (approximately 21.6%) of PriceSmart common stock beneficially owned by Robert Price, the son of Sol Price. Page 5 of 5 b) The power to vote and the power to dispose of such shares is as follows: Sole power to vote or direct the vote: 1,079,292 Shared power to vote or direct the vote: 700,957 Sole power to dispose or direct the disposition: 1,079,292 Shared power to dispose or direct the disposition: 700,957 c) On August 29, 1997, Sol Price as Trustee of the Sol and Helen Price Trust U/T/D 2/20/70, acquired 382,352 shares of PriceSmart Common Stock through the Distribution. On August 29, 1997, Sol Price, as Trustee of the Price Charitable Remainder Trust U/T/D 1/10/83, acquired 152,622 shares of PriceSmart Common Stock through the Distribution. On August 29, 1997, Sol Price, as Trustee for the Price Family Charitable Trust U/T/D 3/10/84, acquired 911,190 shares of PriceSmart Common Stock through the Distribution. On August 29, 1997, Sol Price, as a Director of The Price Family Charitable Fund (formerly the Sol & Helen Price Foundation), acquired 625,125 shares of PriceSmart Common Stock through the Distribution. On August 29, 1997, Sol Price, as Co-Trustee of the Marion Brodie Trust, acquired 8,737 shares of PriceSmart Common Stock through the Distribution. On August 29, 1997, Sol Price, as Co-Trustee of the Dorothy Goldberg Trust, acquired 36,575 shares of PriceSmart Common Stock through the Distribution. As a Director of The Price Family Charitable Fund (the "Fund"), Sol Price has shared voting and dispositive powers over the total of 655,645 shares held by the Fund. However, Sol Price disclaims beneficial ownership of such shares. As Co-Trustee of the Marion Brodie Trust, Sol Price has shared voting and dispositive powers over the 8,737 shares held by such trust. However, Sol Price disclaims beneficial ownership of such shares. As Co-Trustee of the Dorothy Goldberg Trust, Sol Price has shared voting and dispositive powers over the 36,575 shares held by such trust. However, Sol Price disclaims beneficial ownership of such shares. 1) On December 22, 1997, the Price Family Charitable Fund, of which Sol Price is a director, received a bequest of 30,520 shares. 2) On December 29, 1997, Sol Price, as trustee of the Sol & Helen Price Trust, made gifts of an aggregate of 3,150 shares to eight individuals. 3) On December 29, 1997, So) Price, as trustee of the Sol & Helen Price Trust, sold 3,000 shares for $16.00 per share. 4) On January 10, 1998, Sol Price, as trustee of the Sol & Helen Price Trust, made a gift of 1,100 shares to one individual. 5) In May 1998, Sol Price, as trustee of the Sol & Helen Price Trust, made gifts of an aggregate of 7,000 shares to seven individuals. 6) On August 28, 1998, So] Price, as trustee of the Sol & Helen Price Trust, sold 200,000 shares at $15 per share to PriceSmart in connection with PriceSmart's stock repurchase plan. 7) On August 31, 1998, the Price Charitable Remainder Trust, of which Sol Price is a trustee, made a gift of 152,623 shares to a charitable organization. d) N/A e) N/A 6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER N/A 7. EXHIBITS N/A 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. September 3, 1998 /s/ Sol Price - - ------------------------------ ---------------------------------- Date Sol Price -----END PRIVACY-ENHANCED MESSAGE-----