-----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, P4bVCa2NDj3bqNcqeY2N3sdxbDhnUGg8hfIWg78vl8IVX7G5TS44Q/M/6G315m/x LX6Ja709Pf0on3QafVPgvw== 0000936392-97-001187.txt : 19970912 0000936392-97-001187.hdr.sgml : 19970912 ACCESSION NUMBER: 0000936392-97-001187 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970908 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 SEC ACT: SEC FILE NUMBER: 005-51523 FILM NUMBER: 97676904 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 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 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20540 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No )* PriceSmart, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 741511109 ------------------------------------------------------- (CUSIP Number) Daniel L. Brockman 4649 Morena Blvd. San Diego, CA 92117 (619) 581-4530 - -------------------------------------------------------------------------------- (Name, Address and Telephone of Person Authorized to Receive Notice and Communications) August 29, 1997 ------------------------------------------------------- (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 6 pages) 2 Page 2 of 6 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 2,116,601 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2,116,601 ----------- = 36.0% 5,884,169 14 TYPE OF REPORTING PERSON* IN 3 Page 3 of 6 SCHEDULE 13D Number of Shares Beneficially Owned by Each Reporting Person With 7) Sole Voting Power 382,352 By Sol Price as Trustee of Sol & Helen Price Trust 152,622 By Sol Price as Trustee of Price Charitable Remainder Trust 911,190 By Sol Price as Trustee of Price Family Charitable Trust - ----------- 1,446,164 TOTAL 8) Shared Voting Power 625,125 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 - ----------- 670,437 TOTAL 9) Sole Dispositive Power 382,352 By Sol Price as Trustee of Sol & Helen Price Trust 152,622 By Sol Price as Trustee of Price Charitable Remainder Trust 911,190 By Sol Price as Trustee of Price Family Charitable Trust - ----------- 1,446,164 TOTAL 10) Shared Dispositive Power 625,125 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 - ----------- 670,437 TOTAL 12) Exclusion of Shares The reporting person disclaims beneficial ownership of the following shares: 625,125 Held by Price Family Charitable Fund 8,737 Held by Marion Brodie Trust 36,575 Held by Dorothy Goldberg Trust - ----------- 670,437 TOTAL 4 Page 4 of 6 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D 1. SECURITY AND ISSUER PriceSmart, Inc. Common Stock Daniel T. Brockman, Senior V.P. - Finance and Chief Accounting 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 (2,116,601 or 36.0%) is held as follows: - 382,352 shares by Sol Price as Trustee of Sol and Helen Price Trust U/T/D 2/20/70. - 152,622 shares by Sol Price as Trustee of Price Charitable Remainder Trust U/T/D 1/10/83. - 911,190 shares by Sol Price as Trustee of Price Family Charitable Trust U/T/D 3/10/84. - 625,125 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 670,437 shares of which the reporting person disclaims beneficial ownership. These shares do not include the 656,778 shares (approximately 11.17%) of PriceSmart common stock beneficially owned by Robert Price, the son of Sol Price. 5 Page 5 of 6 b) The power to vote and the power to dispose of such shares is as follows: Sole power to vote or direct the vote: 1,446,164 Shared power to vote or direct the vote: 670,437 Sole power to dispose or direct the disposition: 1,446,164 Shared power to dispose or direct the disposition: 670,437 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 625,125 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. 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 5, 1997 /s/ Sol Price - ------------------------------ ---------------------------------- Date Sol Price 6 Page 6 of 6 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. December 27, 1996 /s/ Sol Price - ------------------------------ --------------------------------------------- Date Sol Price -----END PRIVACY-ENHANCED MESSAGE-----