SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(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. 6)(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)
JACK MCGRORY
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)
FEBRUARY 21, 2006
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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 11 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/A PAGE 2 OF 11 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
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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
7,388,369 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
7,388,369 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,388,369 (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
27.8%
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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/A PAGE 3 OF 11 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
OO
--------------------------------------------------------------------------------
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
3,885,335 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,885,335 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,885,335 (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
14.6%
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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/A PAGE 4 OF 11 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
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
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
894,759 (See Item 5)
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
11,273,704 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
894,759 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
11,273,704 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,168,463 (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
45.8%
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 5 OF 11 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
OO
--------------------------------------------------------------------------------
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
610 (See Item 5)
SHARES --------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
14,382,682 (See Item 5)
OWNED BY --------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
610 (See Item 5)
PERSON --------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
14,382,682 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
14,383,292 (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
54.2%
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 6 OF 11 PAGES
This Amendment No. 6 relates to the common stock, par value
$0.0001 per share ("Common Stock"), of PriceSmart, Inc., a Delaware corporation
("PriceSmart"), and amends that certain Schedule 13D 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, a
natural person, and Robert E. Price, a natural person, with the Securities and
Exchange Commission ("SEC") on October 29, 2004, as amended by Amendment No. 1
thereto, filed with the SEC on January 10, 2005, and by Amendment No. 2 thereto,
filed with the SEC on January 18, 2005, and by Amendment No. 3 thereto, filed
with the SEC on May 9, 2005, and by Amendment No. 4 thereto, filed with the SEC
on January 9, 2006, and by Amendment No. 5 thereto, filed with the SEC on
February 14, 2006 (such Schedule 13D, as so amended, being the "Schedule 13D").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended to add the following information:
On February 21, 2006, SDRC received a charitable gift of 977,907 shares
of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended to add the following information:
The information set forth in Item 3 above is hereby incorporated herein
in its entirety by reference in response to this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated as
follows:
(a)-(b) Price Group, SDRC, Mr. S. Price and Mr. R. Price presently may
be deemed to beneficially own, in the aggregate, 15,278,051
shares of Common Stock, which represent approximately 57.5% of
the outstanding Common Stock.(2) 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 15,308,741 shares of
Common Stock (including options exercisable within 60 days of
the date of this filing for 12,980 shares of Common Stock),
which represent approximately 57.6% 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)
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(2) All calculations of percentage ownership in this Schedule 13D are
based on (i) approximately 26,556,505 shares of Common Stock estimated to be
issued and outstanding as of January 23, 2006, as reported in the Amendment No.
1 to Form 10K/A, filed by PriceSmart with the SEC on January 26, 2006, plus (ii)
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 Price Group Managers and 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 7,388,369 shares held by Price Group, and the shares disclosed for each
of the SDRC Directors and Officers all include 3,885,335 shares held by SDRC.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 7 OF 11 PAGES
Price Group presently may be deemed to beneficially own
7,388,369 shares of Common Stock, which represent
approximately 27.8% of the outstanding Common Stock, no
shares over which it may be deemed to have sole voting
and dispositive power and 7,388,369 shares over which it
may be deemed to have shared voting and dispositive
power.
SDRC presently may be deemed to beneficially own
3,885,335 shares of Common Stock, which represent
approximately 14.6% of the outstanding Common Stock, no
shares over which it may be deemed to have sole voting
and dispositive power and 3,885,335 shares over which it
may be deemed to have shared voting and dispositive
power.
Mr. S. Price presently may be deemed to beneficially own
12,168,463 shares of Common Stock, which represent
approximately 45.8% of the outstanding Common Stock,
894,759 shares over which he may be deemed to have sole
voting and dispositive power and 11,273,704 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
14,383,292 shares of Common Stock, which represent
approximately 54.2% of the outstanding Common Stock, 610
shares over which he may be deemed to have sole voting
and dispositive power and 14,382,682 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. McGrory presently may be deemed to beneficially own
the equivalent of 11,285,404 shares of Common Stock
(including options exercisable within 60 days of the
date of this filing for 6,490 shares of Common Stock),
which represent approximately 42.5% of the outstanding
Common Stock, 6,490 shares over which he may be deemed
to have sole voting and dispositive power and 11,278,914
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 11,292,694 shares of Common Stock
(including options exercisable within 60 days of the
date of this filing for 6,490 shares of Common Stock),
which represent approximately 42.5% of the outstanding
Common Stock, 18,990 shares over which he may be deemed
to have sole voting and dispositive power and 11,273,704
shares over which he may be deemed to have shared voting
and dispositive power.
Mr. Satz presently may be deemed to beneficially own
11,273,704 shares of Common Stock, which represent
approximately 42.5% of the outstanding Common Stock, no
shares over which he may be deemed to have sole voting
and dispositive power and 11,273,704 shares over which
he may be deemed to have shared voting and dispositive
power.
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Disclosure of shares should not be construed as an admission of
beneficial ownership of such shares.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 8 OF 11 PAGES
Ms. Hillan presently may be deemed to beneficially own
11,273,704 shares of Common Stock, which represent
approximately 42.5% of the outstanding Common Stock, no
shares over which she may be deemed to have sole voting
and dispositive power and 11,273,704 shares over which
she may be deemed to have shared voting and dispositive
power.
Mr. Lorne presently may be deemed to beneficially own
7,388,369 shares of Common Stock, which represent
approximately 27.8% of the outstanding Common Stock, no
shares over which he may be deemed to have sole voting
and dispositive power and 7,388,369 shares over which he
may be deemed to have shared voting and dispositive
power.
Mr. Morgan presently may be deemed to beneficially own
7,388,369 shares of Common Stock, which represent
approximately 27.8% of the outstanding Common Stock, no
shares over which he may be deemed to have sole voting
and dispositive power and 7,388,369 shares over which he
may be deemed to have shared voting and dispositive
power.
Mr. Lynn presently may be deemed to beneficially own
7,388,369 shares of Common Stock, which represent
approximately 27.8% of the outstanding Common Stock, no
shares over which he may be deemed to have sole voting
and dispositive power and 7,388,369 shares over which he
may be deemed to have shared voting and dispositive
power.
Mr. Gorham presently may be deemed to beneficially own
3,885,335 shares of Common Stock, which represent
approximately 14.6% of the outstanding Common Stock, no
shares over which he may be deemed to have sole voting
and dispositive power and 3,885,335 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 18,805 shares of
Common Stock with Rebecca Price and 18,805 shares of
Common Stock with Sarah Price. Ms. R. Price is employed
by the Price Family Charitable Fund, and Ms. S. Price is
an actress.
Mr. McGrory may be deemed to share voting and
dispositive power over 5,210 shares of Common Stock with
Ben Price. Mr. B. Price is self-employed.
The principal business address of each of Ms. R. Price,
Ms. S. Price and Mr. B. Price is 7979 Ivanhoe Avenue,
Suite 520, La Jolla, California 92037.
None of Ms. R. Price, Ms. S. Price and Mr. B. Price 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
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 9 OF 11 PAGES
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 and Mr. B. Price is a
citizen of the United States of America.
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 by reference in response to this Item
5(c).
CUSIP NO. 741511109 SCHEDULE 13D/A 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: February 24, 2006
THE PRICE GROUP LLC
/s/ Jack McGrory
----------------------------------------
By: Jack McGrory
Title: Manager
SAN DIEGO REVITALIZATION CORP.
/s/ Jack McGrory
----------------------------------------
By: Jack McGrory
Title: Executive Vice President
SOL PRICE
/s/ Sol Price
----------------------------------------
ROBERT E. PRICE
/s/ Robert E. Price
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CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 11 OF 11 PAGES
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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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 (incorporated by
reference to Exhibit 1 to the Schedule 13D filed by The
Price Group LLC, San Diego Revitalization Corp., Sol
Price and Robert E. Price with the SEC on October 29,
2004).
2 Stock Purchase Agreement, dated as of April 19, 2005, by
and among PriceSmart, Inc., The Price Group LLC, the Sol
and Helen Price Trust and the Robert and Allison Price
Trust (incorporated by reference to Exhibit 10.1 of the
Current Report on Form 8-K filed by PriceSmart, Inc.
with the SEC on April 22, 2005).
3 Grant Agreement, dated as of December 22, 2005, by and
among Sol Price, the Sol and Helen Price Trust and San
Diego Revitalization Corp. (incorporated by reference to
Exhibit 3 to Amendment No. 4 to Schedule 13D filed by
The Price Group LLC, San Diego Revitalization Corp., Sol
Price and Robert E. Price with the SEC on January 9,
2006).
4 Put Option Agreement, dated as of September 20, 2004,
and amended and restated as of January 7, 2005, by and
between The Price Group LLC and International Finance
Corporation (incorporated by reference to Exhibit 4 to
Amendment No. 5 to Schedule 13 D filed by The Price
Group LLC, San Diego Revitalization Corp., Sol Price and
Robert E. Price with the SEC on February 14, 2006).