-----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, OxWZ/8PjkOla3HGlwVsOeImz3+ejIfmZqaA3IiEqfITTX0A/oskhVX8WlUxvr0Mo eNCYJyLPlYxBXV0L7g5Riw== 0001188112-03-000277.txt : 20030505 0001188112-03-000277.hdr.sgml : 20030505 20030505111723 ACCESSION NUMBER: 0001188112-03-000277 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICESMART INC CENTRAL INDEX KEY: 0001041803 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 330628530 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51523 FILM NUMBER: 03681360 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: SAN DIEGO REVITALIZATION CORP CENTRAL INDEX KEY: 0001164292 IRS NUMBER: 330898712 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 7979 IVANHOE AVENUE STREET 2: SUITE 520 CITY: LA JOLLA STATE: CA ZIP: 92037 SC 13D 1 tsc13d-29648.txt SC 13D 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 SAN DIEGO REVITALIZATION CORP. 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) APRIL 25, 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) San Diego Revitalization Corp. 33-0898712 - -------------------------------------------------------------------------------- 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 7 633,712 (see Item 5) SHARES -------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -------------------------------------------- SOLE DISPOSITIVE POWER EACH REPORTING 9 633,712 (see Item 5) PERSON -------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 633,712 (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 9.2% (see Item 5) - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 OO - Nonprofit Corporation - -------------------------------------------------------------------------------- CUSIP NO. 741511109 SCHEDULE 13D PAGE 3 OF 11 PAGES This statement on Schedule 13D is filed by San Diego Revitalization Corp., a California nonprofit corporation, 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. ("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 San Diego Revitalization Corp., a California nonprofit corporation ("SDRC"). The directors and executive officers of SDRC (collectively, the "SDRC Directors and Officers"), each of whom is a citizen of the United States, are as follows: Sol Price Director, Chairman of the Board, and President Robert E. Price Director and Executive Vice President James F. Cahill Director and Executive Vice President Jack McGrory Director and Executive Vice President Allison Price Director Murray Galinson Director William Gorham Director Kathy Hillan Treasurer Joseph R. Satz Secretary Each of the SDRC Directors and Officers disclaims membership in a group with SDRC, and SDRC disclaims membership in a group with any of the SDRC Directors and Officers. (b) The principal executive office of SDRC and the principal business address of each of the SDRC Directors and Officers is 7979 Ivanhoe Avenue, Suite 520, La Jolla, California 92037. (c) The principal business of SDRC is to purchase, develop, and rehabilitate real estate in the community of City Heights, San Diego, California, in furtherance of its goals of, among other things, combating community deterioration, providing low income and decent affordable housing, and reducing crime through housing improvements, in the City Heights neighborhood. The principal occupation of each of Mr. S. Price and Mr. R. Price is self-employed investor and manager of The Price Group LLC, a California limited liability company ("Price Group"). The principal occupation of each of Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz, and Ms. Hillan is manager of Price Group. The principal occupation of Mr. Gorham is self-employed investor. Ms. A. Price is not presently employed. (d)-(e) During the last five years, neither SDRC 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 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 April 25, 2003, SDRC purchased from the Price Family Charitable Trust ("PFCT") 619,046 shares of Common Stock at the purchase price of $16.12 per share. In satisfaction of the purchase price for such purchase, SDRC (i) paid $950,000 in cash to PFCT and (ii) executed a promissory note, in favor of PFCT, with a principal amount of $9,029,021.52 (the "Promissory Note"). In addition, on April 25, 2003, SDRC purchased from PFCT 550 shares of the 8% Series A Cumulative Convertible Redeemable Preferred Stock of PriceSmart ("Series A Preferred Stock") at a purchase price of $1,000 per share. In satisfaction of the purchase price for such purchase, SDRC paid $550,000 in cash to PFCT. Interest accrues on the Promissory Note at 4% per annum. Pursuant to a Pledge and Security Agreement, dated April 24, 2003 (the "Pledge and Security Agreement"), SDRC has granted to PFCT a security interest in both the 619,046 shares of Common Stock and the 550 shares of Series A Preferred Stock purchased by SDRC, in each case, to secure SDRC's obligations under the Promissory Note. In the event of a default by SDRC with respect to the Promissory Note, PFCT may exercise its remedies as a secured party with respect to the pledged shares. The foregoing description of the Promissory Note and the Pledge and Security Agreement is qualified in its entirety by reference to such documents, which are filed as Exhibit 1 and Exhibit 2, respectively, to this Schedule 13D. Both such documents are incorporated herein in their entirety by reference in response to this Item 3. The Series A Preferred Stock is (i) convertible at the option of the holder at any time, or automatically on January 17, 2012, into shares of Common Stock at a conversion price of $37.50 per share, subject to customary antidilution adjustments, (ii) accrues a cumulative preferential dividend at an annual rate of 8%, payable quarterly in cash, and (iii) may be redeemed by PriceSmart at any time on or after January 17, 2007. PriceSmart is required to register with the Securities and Exchange Commission the shares of Common Stock issuable upon conversion of the Series A Preferred Stock. Accordingly, the 550 shares of Series A Preferred Stock purchased by SDRC are currently convertible into approximately 14,666 shares of Common Stock. The foregoing description of the terms of the Series A 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 A Cumulative Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof, dated January 15, 2002, which is incorporated herein in its entirety by reference in response to this Item 3 and as Exhibit 3 to this Schedule 13D. All cash paid by SDRC to PFCT in connection with the foregoing purchases were funded by working capital of SDRC. ITEM 4. PURPOSE OF TRANSACTION. The information set forth above in Item 3 is incorporated herein by reference. All shares of Common Stock and Series A Preferred Stock held by SDRC are held for investment purposes only. While SDRC does not have any present plans to purchase additional shares of Common Stock or other securities of the Company, or to sell any of the shares CUSIP NO. 741511109 SCHEDULE 13D PAGE 5 OF 11 PAGES of Common Stock or other securities of the Company 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, SDRC 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) SDRC presently beneficially owns 633,712 shares of Common Stock, representing approximately 9.2% of the issued and outstanding Common Stock.(2) These 633,712 shares include 14,666 shares of Common Stock issuable upon conversion of the 550 shares of Series A Preferred Stock beneficially owned by SDRC. Of these 633,712 shares, SDRC has sole voting and dispositive power over all 633,712 shares and shared voting and dispositive power over none. SDRC Directors and Officers may be deemed to beneficially own, in the aggregate, 2,466,865 shares of Common Stock, representing approximately 35.9% of the issued and outstanding Common Stock.(3) These 2,466,865 shares include (i) 43,998 shares of Common Stock issuable upon conversion of the 1,650 shares of Series A Preferred Stock that may be deemed to be beneficially owned by one or more of the SDRC Directors and Officers and (ii) 8,100 shares of Common Stock issuable upon the exercise of options that may be deemed to be beneficially owned by one or more of the SDRC Directors and Officers. The beneficial ownership of shares of Common Stock by each of the SDRC Directors and Officers is as follows:(4) - ------------------------------------ (2) Calculation of percentage ownership of Common Stock is based on approximately 6,871,913 shares estimated to be issued and outstanding as of March 31, 2003, as reported in the Quarterly Report on Form 10-Q filed by PriceSmart with the Securities and Exchange Commission (the "SEC") on April 14, 2003. (3) These 2,466,865 shares include the 633,712 shares of Common Stock beneficially owned by SDRC. Shares that may be deemed to be beneficially owned by more than one of the SDRC Directors and Officers were not double-counted in arriving at the 2,466,865 figure. (4) Shares of Common Stock disclosed for each of the SDRC Directors and Officers 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. Gorham, Mr. Satz, and Ms. Hillan all include the 633,712 shares of Common Stock beneficially owned by SDRC and 929,048 shares of Common Stock beneficially owned by the Price Family Charitable Fund, a private foundation CUSIP NO. 741511109 SCHEDULE 13D PAGE 6 OF 11 PAGES Mr. S. Price may be deemed to beneficially own 1,781,597 shares of Common Stock, representing approximately 25.9% of the issued and outstanding Common Stock. These 1,781,597 shares include 43,998 shares of Common Stock issuable upon conversion of the 1,650 shares of Series A Preferred Stock that Mr. S. Price may be deemed to beneficially own. Of these 1,781,597 shares, Mr. S. Price may be deemed to have sole voting and dispositive power over 53,260 shares and shared voting and dispositive power over 1,728,337 shares. Mr. R. Price may be deemed to beneficially own 2,347,262 shares, representing approximately 34.2% of the issued and outstanding Common Stock. These 2,347,262 shares include 29,332 shares of Common Stock issuable upon conversion of the 1,100 shares of Series A Preferred Stock that Mr. R. Price may be deemed to beneficially own. Of these 2,347,262 shares, Mr. R. Price may be deemed to have sole voting and dispositive power over 212 shares and shared voting and dispositive power over 2,347,050 shares. Ms. A Price is the wife of Mr. R. Price. To the extent that she may be deemed to beneficially own any shares, those shares are included in the shares reported that may be deemed to be beneficially owned by Mr. R. Price. Mr. Cahill may be deemed to beneficially own 1,785,280 shares, representing approximately 26.0% of the issued and outstanding Common Stock. These 1,785,280 shares include (i) 29,332 shares of Common Stock issuable upon conversion of the 1,100 shares of Series A Preferred Stock that Mr. Cahill may be deemed to beneficially own and (ii) 3,700 shares of Common Stock issuable upon exercise of options that Mr. Cahill may be deemed to beneficially own. Of these 1,785,280 shares, Mr. Cahill may be deemed to have sole voting and dispositive power over 7,575 shares and shared voting and dispositive power over 1,777,705 shares. Mr. McGrory may be deemed to beneficially own 1,730,537 shares, representing approximately 25.2% of the issued and outstanding Common Stock. These 1,730,537 shares include (i) 29,332 shares of Common Stock issuable upon conversion of the 1,100 shares of Series A Preferred Stock that Mr. McGrory may be deemed to beneficially own and (ii) 2,200 shares of Common Stock issuable upon exercise of options that Mr. McGrory may be deemed to beneficially own. Of these 1,730,537 shares, Mr. McGrory may be deemed to have sole voting and dispositive power over 2,200 shares and shared voting and dispositive power over 1,728,337 shares. Mr. Galinson may be deemed to beneficially own 1,735,537 shares, representing approximately 25.3% of the issued and outstanding Common Stock. These 1,735,537 shares include (i) 29,332 shares of Common Stock issuable upon conversion of the 1,100 shares of Series A Preferred Stock that Mr. Galinson may be deemed to beneficially own and (ii) 2,200 shares of Common Stock issuable upon exercise of options that Mr. Galinson - -------------------------------------------------------------------------------- ("PFCF"), an entity for which each of them serves as a director and/or officer. The shares disclosed for each of Mr. S. Price, Mr. R. Price, Mr. Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz, and Ms. Hillan also all include 165,577 shares of Common Stock beneficially owned by Price Group. Disclosure of shares with respect to any of the SDRC Directors and Officers should not be construed as any admission of beneficial ownership of such shares. CUSIP NO. 741511109 SCHEDULE 13D PAGE 7 OF 11 PAGES may be deemed to beneficially own. Of these 1,735,537 shares, Mr. Galinson may be deemed to have sole voting and dispositive power over 2,200 shares and shared voting and dispositive power over 1,733,337 shares. Mr. Gorham may be deemed to beneficially own 1,562,760 shares, representing approximately 22.7% of the issued and outstanding Common Stock. These 1,562,760 shares include 29,332 shares of Common Stock issuable upon conversion of the 1,100 shares of Series A Preferred Stock that Mr. Gorham may be deemed to beneficially own. Of these 1,562,760 shares, Mr. Gorham may be deemed to have sole voting and dispositive power over no shares and shared voting and dispositive power over all 1,562,760 shares. Mr. Satz may be deemed to beneficially own 1,728,337 shares, representing approximately 25.2% of the issued and outstanding Common Stock. These 1,728,337 shares include 29,332 shares of Common Stock issuable upon conversion of the 1,100 shares of Series A Preferred Stock that Mr. Satz may be deemed to beneficially own. Of these 1,728,337 shares, Mr. Satz may be deemed to have sole voting and dispositive power over no shares and shared voting and dispositive power over all 1,728,337 shares. Ms. Hillan may be deemed to beneficially own 1,728,337 shares, representing approximately 25.2% of the issued and outstanding Common Stock. These 1,728,337 shares include 29,332 shares of Common Stock issuable upon conversion of the 1,100 shares of Series A Preferred Stock that Ms. Hillan may be deemed to beneficially own. Of these 1,728,337 shares, Ms. Hillan may be deemed to have sole voting and dispositive power over no shares and shared voting and dispositive power over all 1,728,337 shares. 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 SDRC Directors and Officers 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 SDRC Directors and Officers. The exceptions are as follows: Helen Price, the wife of Mr. S. Price, is a director of PFCF. Accordingly, to the extent that any of the SDRC Directors and Officers may be deemed to beneficially own any shares held by PFCF, such person shares the power to vote or dispose of such shares not only with each of the other SDRC Directors and Officers but also with Ms. H. Price. Ms. H. Price is not presently employed. To the extent that Ms. H. Price 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. Mr. Cahill shares voting and dispositive power over 5,210 shares with Ben Price, 3,910 shares with Jonas Price, and 40,248 shares 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. Mr. Galinson shares voting and dispositive power over 5,000 shares with his wife, Elaine Galinson. Ms. Galinson is not presently employed. CUSIP NO. 741511109 SCHEDULE 13D PAGE 8 OF 11 PAGES The principal business address of each of Ms. H. 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. 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. None of Ms. H. Price, Mr. B. Price, Mr. J. Price, Mr. Feuerstein, Mr. Spring and Ms. Galinson 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. H. Price, Mr. B. Price, Mr. J. Price, Mr. Feuerstein, Mr. Spring and Ms. Galinson is a citizen of the United States. (c) The information set forth above in Item 3 is incorporated herein by reference. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth above in Item 3 is incorporated herein by reference. In addition, 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 Mr. R. Price, Mr. S. Price, PFCF, Price Group, the Robert and Allison Price Trust, the Robert & Allison Price Charitable Remainder Trust, PFCT, and the Sol and Helen Price Trust (each a "Price Entity," and collectively, the "Price Entities"). The right of first refusal granted thereunder has since terminated. However, under the Right of First Refusal Agreement, the Price Entities agreed to vote their 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. The foregoing summary of the Right of First Refusal Agreement is qualified in its entirety by reference to the Right of First Refusal Agreement, which is hereby incorporated herein in its entirety in response to this Item 6 and as Exhibit 4 to this Schedule 13D. ITEM 7. EXHIBITS. Exhibit 1 Non-Recourse Promissory Note, dated April 24, 2003, made by San Diego Revitalization Corporation in favor of Price Family Charitable Trust. Exhibit 2 Pledge and Security Agreement, dated April 24, 2003, by and between San Diego Revitalization Corporation and Price Family Charitable Trust. Exhibit 3 Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series A Cumulative Convertible Redeemable Preferred Stock and CUSIP NO. 741511109 SCHEDULE 13D PAGE 9 OF 11 PAGES Qualifications, Limitations and Restrictions Thereof, dated 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). Exhibit 4 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: May 5, 2003 SAN DIEGO REVITALIZATION CORP. /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 Non-Recourse Promissory Note, dated April 24, 2003, made by San Diego Revitalization Corporation in favor of Price Family Charitable Trust. Exhibit 2 Pledge and Security Agreement, dated April 24, 2003, by and between San Diego Revitalization Corporation and Price Family Charitable Trust. Exhibit 3 Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series A Cumulative Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof, dated 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). Exhibit 4 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). EX-99.1 3 tex99_1-29648.txt EX-99.1 NON-RECOURSE PROMISSORY NOTE ---------------------------- Secured by Pledge and Security Agreement $9,029,021.52 April 24th , 2003 ------------ San Diego, California FOR THE VALUE RECEIVED, the undersigned SAN DIEGO REVITALIZATION CORPORATION, A CALIFORNIA NON PROFIT PUBLIC BENEFIT CORPORATION, (the "Borrower"), promises to pay to PRICE FAMILY CHARITABLE TRUST, a California trust, (the "Lender") or order, at 7979 Ivanhoe Avenue, Suite 520, La Jolla, California 92037, or such other address as may be directed in writing, the principal sum of Nine Million Twenty Nine Thousand Twenty One and 52/100 Dollars ($9,029,021.52), together with interest thereon at a rate of four percent (4%) per annum, computed from the date hereof on the basis of a three hundred sixty-five day (365) year, actual days elapsed. 1. PAYMENT OF PRINCIPAL AND INTEREST. Accrued interest only on this Note shall be paid in consecutive quarter annual installments beginning on the 1st day of July, 2003 and on the first day of each October, January and April thereafter until this Note is paid in full. All unpaid principal and accrued unpaid interest shall be due and payable in full five (5) years from the date hereof. 2. CREDIT OF PAYMENTS. Each payment under this Note shall be credited in the following order: (a) costs, fees, charges and advances paid or incurred by Lender and for which the Borrower is obligated under the terms herein; (b) interest payable under this Note; and (c) principal under this Note. All installments of principal and interest of this Note shall be payable in lawful money of the United States of America. 3. PREPAYMENT. The Borrower may prepay in whole, or from time to time in part, and without any premium or penalty therefor, the principal amount hereof then remaining unpaid, together with accrued unpaid interest on this Note. Any such prepayment shall be applied first to accrued unpaid interest on this Note and the balance to principal due hereunder. 4. INTEREST AND DEFAULT. Any accrued interest on this Note, not paid when due shall itself bear interest at the interest rate provided herein. 5. ATTORNEY FEES. Borrower agrees to pay the following costs, expenses, and attorney fees paid or incurred by Lender, or adjudged by a court: (a) reasonable costs of collection and costs, expenses, and attorney fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; (b) reasonable costs, expenses, and attorney fees paid or incurred in connection with representing Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors' rights and involving a claim under this Note; and (c) costs of suit and such sum as the court may adjudge as attorney fees in any action to enforce payment of this Note or any part of it. 6. WAIVER. Borrower, endorsers, and all other persons liable or to become liable on this Note waive presentment, protest, and demand; notice of protest, demand, and dishonor; and all other notices or matters of a like nature. 7. USURY. All agreements between Borrower and Lender are expressly limited, so that in no event or contingency, whether because of the advancement of the proceeds of this Note, acceleration of maturity of the unpaid principal balance, or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance, or retention of the money to be advanced under this Note exceed the highest lawful rate permissible under applicable usury laws. If, under any circumstances, fulfillment of any provision of this Note or any other agreement pertaining to this Note, after timely performance of such provision is due, shall involve exceeding the limit of validity prescribed by law that a court of competent jurisdiction deems applicable, then, ipso facto, 1 the obligations to be fulfilled shall be reduced to the limit of such validity. If, under any circumstances, Lender shall ever receive as interest an amount that exceeds the highest lawful rate, the amount that would be excessive interest shall be applied to reduce the unpaid principal balance under this Note and not to pay interest, or, if such excessive interest exceeds the unpaid principal balance under this Note, such excess shall be refunded to Borrower. This provision shall control every other provision of all agreements between Borrower and Lender. 8. FORBEARANCE NOT A WAIVER. If Lender delays in exercising or fails to exercise any of its rights under this Note, that delay or failure shall not constitute a waiver of any Lender rights or of any breach, default, or failure of condition under this Note. No waiver by lender of any of its rights or of any such breach, default, or failure of condition shall be effective, unless the waiver is expressly stated in a writing signed by Lender. 9. BINDING EFFECT. This Note inures to and binds the heirs, legal representatives, successors, and assigns of Borrower and Lender. 10. SEVERABILITY. If any provision of this Note, or the application of it to any party or circumstance, is held void, invalid, or unenforceable by a court of competent jurisdiction, the remainder of this Note, and the application of such provision to other parties or circumstances, shall not be affected thereby, the provisions of this Note being severable in any such instance. 11. TIME IS OF THE ESSENCE. Time is of the essence with respect to all obligations of Borrower under this Note. 12. NON-RECOURSE NOTE. This is a non-recourse Note. In the event the Borrower defaults in making any payment due under this Note the Borrower shall have no personal liability and the Lender's sole recourse shall be to enforce its rights under the Pledge and Security Agreement which secures this Note. 13. SECURED OBLIGATION. This note is secured by a Pledge and Security Agreement dated the same date as this Note and made by Borrower, for the benefit of the Lender. 14. ACCELERATION. In the event Borrower defaults in the payment of any installment of interest or principal of this Note when due, or in the event of any default by the Borrower under the Pledge and Security Agreement, then the entire principal balance and accrued unpaid interest of this Note shall be immediately due and payable, at the option of the Lender, without further notice. Failure to exercise said option shall not constitute a waiver of the right to exercise it in the event of any subsequent default. 15. GOVERNING LAW. This Note shall be construed and enforceable according to the laws of the State of California. Executed as of the date first written above. BORROWER -------- SAN DIEGO REVITALIZATION CORPORATION BY /s/ James F. Cahill --------------------------- JAMES F. CAHILL ITS EXECUTIVE VICE PRESIDENT 2 EX-99.2 4 tex99_2-29648.txt EX-99.2 PLEDGE AND SECURITY AGREEMENT ----------------------------- Agreement made this 24th day of April, 2003 by and between PRICE FAMILY CHARITABLE TRUST, a California Trust (the "Creditor") and SAN DIEGO REVITALIZATION CORPORATION a California non profit public benefit corporation (the "Debtor"). RECITALS This Pledge and Security Agreement is being entered into by the parties hereto pursuant to the terms of a Purchase and Sale Agreement between said parties, dated April 24, 2003, for the purpose of securing a Promissory Note of the Debtor payable to the Creditor in the face amount of Nine Million Twenty Nine Thousand Twenty One and 52/100 Dollars ($9,029,021.52). NOW, THEREFORE, in consideration of the mutual covenants herein, the parties hereto agree as follows: 1. CREATION OF SECURITY INTEREST. Debtor hereby grants to Creditor a security interest in all of the Debor's right, title, and interest now owned or acquired in the future in and to the following described collateral (the "Collateral") in order to secure the payment and performance of the obligations described in paragraph 3 below: 619,046 shares of PriceSmart, Inc. common stock. 550 shares of PriceSmart Inc. preferred stock 2. BROKERAGE ACCOUNT AND POSSESSION OF STOCK. A) Debtor agrees that James F. Cahill ("Holder") shall maintain an account with Morgan Stanley at 1225 Prospect Street, La Jolla, California 92037 in the name of Holder, as Custodian for Debtor ("Broker Account"). The PriceSmart, Inc., common stock shall be deposited in the Broker Account. Debtor acknowledges and agrees that under the terms of the Broker Account only the Holder shall be entitled to give instructions regarding the assets held in the Broker Account and Debtor shall have no ability to withdraw the Collateral from the Broker Account. In addition Debtor shall deliver to Holder a stock certificate for the PriceSmart, Inc. preferred stock with stock power attached thereto, endorsed in blank by the Debtor. B) Holder agrees to maintain the Broker Account as the custodian of Debtor and retain the Collateral in the Broker Account and retain the stock certificate for the PriceSmart, Inc., preferred stock until either (i) this Pledge terminates or (ii) he receives written notice from Creditor that an event of default under the Promissory Note has occurred and Debtor has failed to cure said default within fifteen (15) days from the date Creditor gives Debtor written notice of default. C) In the event of a default, as provided in paragraph 6 herein and Debtor's failure to cure such default within fifteen (15) days after Creditor gives Debtor written notice of default, Debtor shall have the right to direct Holder, and Holder shall be obligated at Debtor's written direction, to sell the Collateral and pay to Creditor the lesser of (i) the net proceeds of the sale or (ii) the full amount due under the Promissory Note. D) Creditor may at any time change the Holder, or appoint additional Holders. 3. SECURED OBLIGATIONS OF DEBTOR. The Collateral secures and shall hereafter secure the payment to Creditor of all indebtedness now or hereafter owed to Creditor by Debtor under a promissory note of even date herewith (the "Promissory Note") given by Debtor in the face amount of Nine Million Twenty Nine Thousand Twenty One and 52/100 Dollars ($9,029,021.52), together with any interest thereon and extensions, modifications, and renewals thereof. 1 4. CASH DISTRIBUTIONS. So long as no default, and no condition or event which with notice or lapse of time, or both, would constitute a default, shall have occurred or exist under this Agreement, Debtor shall be entitled to receive all distributions (including cash and property) with respect to the Collateral; provided, however, that any distributions from the liquidation of the Collateral shall be paid to Creditor to the extent of unpaid principal and accrued unpaid interest under the Promissory Note. Upon the occurrence of a default or any condition or event which with notice or lapse of time, or both, would constitute a default hereunder, Creditor shall thereafter receive and may apply all distributions with respect to the Collateral against the indebtedness secured hereunder. 5. REPRESENTATIONS AND WARRANTIES. Debtor represents that as of the effective date of this Pledge and Security Agreement (A) Debtor is the owner of the Collateral and that Debtor has not otherwise assigned or transferred, and agrees that Debtor shall not assign or transfer, absolutely or for security, the Collateral or any interest therein to any other person or entity; (B) there are no outstanding options, warrants or other agreements with respect to the Collateral; and (C) the execution and delivery of this Agreement by Debtor will not result in a violation of any mortgage, indenture, material contract, instrument, judgment, decree, order, statute, rule or regulation to which Debtor is subject. 6. DEFAULT AND REMEDIES. Any breach of or event of default under the Promissory Note or any failure to comply with any of the terms under this Agreement shall be a default hereunder. Upon any default hereunder, Creditor shall have the right to exercise its remedies as a secured party with respect to the Collateral, including, without limitation, the right to use all or any portion of the Collateral in Creditor's sole and absolute discretion (a) toward cure of the default; (b) to payment of principal (whether or not otherwise accelerated) and/or interest; or (c) in such combination thereof as Creditor may determine. Creditor shall in no event be required to use proceeds of the Collateral to cure a default. 7. ADMINISTRATION OF COLLATERAL. The provisions set forth below shall govern the administration of the Collateral: (a) VOTING. Until there shall have occurred any default hereunder, Debtor shall be entitled to vote or consent with respect to the Collateral in any manner not inconsistent with this Agreement, to the extent the Collateral carries any rights of voting or consent. (b) FURTHER DOCUMENTS. Debtor will forthwith upon request by Creditor and in confirmation of the security interest hereby created, execute and deliver to Creditor such further assignments, transfers, assurances, instruments, notices and agreements in form and substance as the Creditor shall reasonably request. (c) REMEDIES. In addition to any rights and remedies otherwise available in law or in equity, and in addition to the other provisions of this Agreement, and any other documents or instruments delivered or to be delivered in connection herewith or therewith, or any document or instrument now in existence, or which may hereafter be made, with respect to the Promissory Note, the provisions set forth below shall, to the extent permitted by applicable law, govern Creditor's rights to foreclose on the Collateral upon a default hereunder. (d) CONDUCT OF SALE. Upon giving written notice of default to Debtor pursuant to the terms of this Agreement, Creditor may sell as much of the Collateral as is required to produce net funds sufficient to pay Creditor the full amount of the Promissory Note. (e) SALE OR DISPOSITION. Upon any sale or disposition, Creditor shall have the right to deliver, assign, and transfer to the purchaser thereof the Collateral so sold or disposed. Each purchaser at any such sale or other disposition shall hold the Collateral free from any claim or right of whatever kinds, including any equity or right of redemption of the Debtor. The Debtor 2 specifically waives all rights of redemption, stay or appraisal which it has or may hereafter have under any rule of law or statute now existing or hereafter adopted. (f) ATTORNEY-IN-FACT. Creditor or its designee is hereby appointed attorney-in-fact for Debtor for the purpose of carrying out the provisions of this Agreement and taking any action in executing any instrument which Creditor reasonably may deem necessary and advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and one coupled with an interest. 8. MISCELLANEOUS. (a) TERMINATION. This Agreement shall terminate upon Debtor's payment in full and the performance of the Promissory Note. (b) AGREEMENT BINDING. This Agreement shall be binding upon Debtor and its heirs, executors, personal representatives and successors, and shall inure to the benefit of, and be enforceable by, Creditor and its successors and assigns. Debtor hereby represents and warrants to Creditor that it has full legal authority to enter into this Agreement, to pledge the Collateral and to carry out the provisions hereof and no consent or approval from any other person or entity is necessary to enter into this Agreement or carry out its terms. (c) SEVERABILITY. If any provision of this Agreement shall be deemed or held to be invalid or unenforceable for any reason, such provision shall be adjusted, if possible, rather than voided, so as to achieve the intent of the parties to the fullest extent possible. In any event, such provision shall be severable from, and shall not be construed to have any effect on, the remaining provisions of this Agreement, which shall continue in full force and effect. (d) GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts, between residents thereof, to be wholly performed within the State of California. Debtor hereby irrevocably consents to the jurisdiction of the Courts of the State of California located in San Diego County and of any Federal Court located in San Diego County, California in connection with any action or proceeding arising out of or relating to this Agreement. (e) RIGHTS CUMULATIVE; NO WAIVER. Creditor's options, powers, rights, privileges, and immunities specified herein or arising hereunder are in addition to, and not exclusive of, those otherwise created or existing now or at any time, whether by contract, by statute or by rule of law. Creditor shall not, by any act, delay, omission or otherwise, be deemed to have modified, discharged or waived any of Creditor's options, powers, or rights in respect of this Agreement, and no modification, discharge or waiver of any such option, power, or right shall be valid unless set forth in writing signed by Creditor or Creditor's authorized agent, and then only to the extent therein set forth. A waiver by Creditor of any right or remedy hereunder on any one occasion shall be effective only in the specific instance and for the specific purpose for which given, and shall not be construed as a bar to any right or remedy that Creditor would otherwise have on any other occasion. (f) ENTIRE AGREEMENT. This Agreement contains the entire agreement between Debtor and Creditor with respect to the subject matter herein, and supersedes all prior communications relating thereto, including, without limitation, all oral statements or representations. No supplement to or modification of this Agreement shall be binding unless executed in writing by Debtor and Creditor. (g) COSTS OF ENFORCEMENT. Debtor shall upon demand pay to Creditor the amount of any and all reasonable expenses, including the reasonable fees and disbursements of counsel 3 and/or any experts and agents, that Creditor may incur in connection with (a) the administration of this Agreement, (b) the exercise or enforcement of any of the rights of Creditor hereunder (including the defense of any claims or counterclaims asserted against Creditor arising out of this Agreement or the transactions contemplated hereby) or under any judgment awarded to Creditor in respect of its rights hereunder (which obligation shall be severable from the remainder of this Agreement and shall survive the entry of any such judgment), or (c) the failure by Debtor to perform or observe any of the provisions hereof. The foregoing shall include any and all expenses and fees incurred by Creditor in connection with a bankruptcy, reorganization, receivership, or similar debtor-relief proceeding by or affecting Debtor or the Collateral. (h) NOTICES. All notices, demands and other communications required or permitted hereunder shall be in writing, addressed to the parties at the following addresses: CREDITOR: Price Family Charitable Trust 7979 Ivanhoe Avenue, Suite 520 La Jolla, CA 92037 DEBTOR: San Diego Revitalization Corporation Suite 520 7979 Ivanhoe Ave La Jolla, CA 92037 or to such other address as may be designated from time to time by notice to the other parties in the manner set forth herein. IN WITNESS WHEREOF, this Agreement is executed by the parties set forth below as of the date first above written. DEBTOR: ------ San Diego Revitalization Corporation By: /s/ James F. Cahill ------------------------------------ James F. Cahill Its Executive Vice President CREDITOR: -------- Price Family Charitable Trust By /s/ Sol Price ------------------------------------ Sol Price, Trustee 4 -----END PRIVACY-ENHANCED MESSAGE-----