-----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, JQYTyOYWp/dRkWoXYCgckpo7QtIE1EevStdt4pp2dkWNHxSDhmID6TDlJXS3N+UD /oSk4N7SHyn4nimIxTzVXA== 0000905718-97-000409.txt : 19971002 0000905718-97-000409.hdr.sgml : 19971002 ACCESSION NUMBER: 0000905718-97-000409 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971001 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: 97689117 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: HALIS JEFFREY S CENTRAL INDEX KEY: 0000900202 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 PARK AVE 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127585106 MAIL ADDRESS: STREET 1: 500 PARK AVE 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D (Amendment No. 1) Under the Securities Exchange Act of 1934 PRICESMART, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 741511109 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Jeffrey S. Halis Eli S. Goldberg, Esq. 500 Park Avenue Lowenstein, Sandler, Kohl, Fifth Floor Fisher & Boylan, P.A. New York, New York 10022 65 Livingston Avenue (212) 378-0879 Roseland, New Jersey 07068 (201) 992-8700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 16, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G 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 l3d-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). 1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above Persons): Jeffrey S. Halis 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable 3) SEC Use Only 4) Source of Funds (See Instructions): WC, PF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable 6) Citizenship or Place of Organization: United States Number of 7) Sole Voting Power: 405,025* ------------------------------------------ Shares Beneficially 8) Shared Voting Power: 0 ------------------------------------------ Owned by Each Reporting 9) Sole Dispositive Power: 405,025* ------------------------------------------ Person With: 10) Shared Dispositive Power: 0 ------------------------------------------ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 405,025* 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable 13) Percent of Class Represented by Amount in Row (11): 6.9%* 14) Type of Reporting Person (See Instructions): IA, IN * 234,225 shares (4.0%) of PriceSmart, Inc. common stock are owned by Tyndall Partners, L.P., a Delaware limited partnership. 105,025 shares (1.8%) of PriceSmart, Inc. common stock are owned by Tyndall Institutional Partners, L.P., a Delaware limited partnership. 40,325 shares (0.7%) of PriceSmart, Inc. common stock are owned by Madison Avenue Partners, L.P., a Delaware limited partnership. 24,200 shares (0.4%) of PriceSmart, Inc. common stock are owned by Halo International, Ltd., a company organized under the laws of the Cayman Islands. 1,250 shares (0.0%) of PriceSmart, Inc. common stock are owned individually by Jeffrey S. Halis. Pursuant to the Agreement of Limited Partnership of each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P. and Madison Avenue Partners, L.P., and the Investment Management Agreement of Halo International, Ltd., Jeffrey S. Halis possesses sole voting and investment control over all securities owned by Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P. and Halo International, Ltd., respectively. In addition, Jeffrey S. Halis possesses sole voting and investment control over the securities owned by him individually. See Item 5 for further information on the computation of percentages set forth herein. Item 5. Interest In Securities of the Issuer. Based upon the information set forth in PriceSmart, Inc.'s Information Statement, as of August 12, 1997 there were issued and outstanding 5,884,169 shares of common stock of PriceSmart, Inc. As of September 16, 1997, Tyndall Partners, L.P. owned 234,225 of such shares, or 4.0% of those outstanding, Tyndall Institutional Partners, L.P. owned 105,025 of such shares, or 1.8% of those outstanding, Madison Avenue Partners, L.P. owned 40,325 of such shares, or 0.7% of those outstanding, Halo International, Ltd. owned 24,200 of such shares, or 0.4% of those outstanding and Jeffrey S. Halis individually owned 1,250 of such shares, or 0.0% of those outstanding. Jeffrey Halis possesses sole power to vote and direct the disposition of all shares of common stock of PriceSmart, Inc. owned by each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P., Halo International, Ltd., and by Jeffrey Halis individually. The following table details the transactions by each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P. and Halo International, Ltd., in shares of common stock of PriceSmart, Inc. since the most recent filing on Schedule 13D (each of which were effected in ordinary brokers transactions): A. Tyndall Partners, L.P. Date Quantity Price (Purchases) September 15, 1997 3,500 $17.96 September 15, 1997 5,000 $17.88 September 16, 1997 11,000 $17.63 September 16, 1997 5,000 $17.88 (Sales) NONE B. Tyndall Institutional Partners, L.P. Date Quantity Price (Purchases) September 15, 1997 3,600 $17.96 September 16, 1997 4,700 $17.63 September 16, 1997 2,500 $17.88 (Sales) NONE C. Madison Avenue Partners, L.P. Date Quantity Price (Purchases) September 9, 1997 7,000 $17.81 September 11, 1997 1,000 $17.81 September 15, 1997 4,500 $17.96 September 16, 1997 2,700 $17.63 (Sales) NONE D. Halo International, Ltd. Date Quantity Price (Purchases) September 9, 1997 12,000 $17.81 September 11, 1997 4,000 $17.81 September 15, 1997 3,400 $17.96 September 16, 1997 1,600 $17.63 (Sales) NONE Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. October 1, 1997 /s/ Jeffrey S. Halis _________________________ Jeffrey S. Halis, individually and as a general partner of Halo Capital Partners, L.P., the general partner of each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P. and Madison Avenue Partners, L.P. /s/ Jeffrey S. Halis ___________________________ Jeffrey S. Halis, as a member of Jemi Management, L.L.C., the Investment Manager for Halo International, Ltd. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----