-----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, IRs1KR0nkyr6mKHYZ+42zJjoa9S9LH0K0nM/padEGmvzFKUgCdbIHWWifxfzN/P5 VcYBabfjOOHh5AlVFLRZWA== 0000936392-97-001189.txt : 19970912 0000936392-97-001189.hdr.sgml : 19970912 ACCESSION NUMBER: 0000936392-97-001189 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: 97676907 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 ROBERT E CENTRAL INDEX KEY: 0000934818 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7979 IVANHOE AVE STREET 2: STE 520 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6195512311 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 T. 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, 1996 - ------------------------------------------------------------------------------- (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) 2 CUSIP No. 741511109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert E. Price ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 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 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER See Attached 10 SHARED DISPOSITIVE POWER See Attached 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,281,903 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / See attached 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1,281,903 ---------- = 21.79% 5,884,169 14 TYPE OF REPORTING PERSON* IN Number of Shares Beneficially Owned by Each Reporting Person with 7) Sole Voting Power 1,278 By Robert Price as Custodian for His Minor Children (UGMA-CA) 8) Shared Voting Power 320,434 By Robert Price as Co-Trustee of Robert & Allison Price 3 Trust 1/10/75 312,500 By Robert Price as Co-Trustee of Robert & Allison Price Charitable Trust 22,566 By Robert Price as Co-Trustee of a Trust for Benefit of His Minor Children 625,125 By Robert Price as a Director of the Price Family Charitable Fund - --------- 1,280,625 TOTAL 9) Sole Dispositive Power 1,278 By Robert Price as Custodian for His Minor Children (UGMA-CA) 10) Shared Dispositive Power 320,434 By Robert Price as Co-Trustee of Robert & Allison Price Trust 1/10/75 312,500 By Robert Price as Co-Trustee of Robert & Allison Price Charitable Trust 22,566 By Robert Price as Co-Trustee of a Trust for Benefit of His Minor Children 625,125 By Robert Price as director of the Price Family Charitable Fund - --------- 1,280,625 TOTAL 12) Exclusion of shares. The reporting person disclaims beneficial ownership of the following shares: 625,125 held by Price Family Charitable Fund *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) Robert E. Price b) 4649 Morena Blvd. San Diego, CA 92117 c) President and Chief Executive Officer of PriceSmart, Inc. 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 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 the 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 (1,281,903 or 21.79%) is held as follows: - 320,434 shares by Robert Price as Co-Trustee of Robert & Allison Price Trust 1/10/75 - 312,500 By Robert Price as Co-Trustee of Robert & Allison Price Charitable Trust - 22,566 shares by Robert Price as Co-Trustee of a Trust for Benefit of His Minor Children - 1,278 shares by Robert Price as Custodian for His Minor Children (UGMA-CA) - 625,125 shares by Robert Price as a Director of the Price Family Charitable Fund. These shares do not include the 2,116,601 shares (approximately 36.0%) of PriceSmart common stock beneficially owned by Sol Price, the father of Robert Price. b) The power to vote and the power to dispose of such shares is as follows: Sole power to vote or direct the vote: 1,278 Shared power to vote or direct the vote: 1,280,625 Sole power to dispose or direct the disposition: 1,278 Shared power to dispose or direct the disposition: 1,280,625 Allison Price, who is the wife of Robert Price, is the Co-Trustee with Robert Price for each of the Robert & Allison Price Trust 1/10/75, the Robert & Allison Price Charitable Trust and a trust established for the benefit of their three minor children. Under the terms of these trusts, the Co-Trustees must act jointly to vote or dispose of shares of stock owned by such trusts. c) On August 29, 1997, Robert Price as Co-Trustee of Robert & Allison Price Trust 1/10/75, acquired 320,434 shares of PriceSmart Common Stock through the Distribution. On August 29, 1997, Robert Price as Co-Trustee of Robert & Allison Price Charitable Trust, acquired 312,500 shares of PriceSmart Common Stock through the Distribution. On August 29, 1997, Robert Price, as co-trustee of a trust for the benefit of his three minor children, acquired 22,566 shares of PriceSmart Common Stock through the Distribution. On August 29, 1997, Robert Price, as Custodian for his Minor Children (UGMA-CA), acquired 1,278 shares of PriceSmart Common Stock through the Distribution. On August 29, 1997, The Price Family Charitable Fund (formerly the Sol & Helen Price Foundation), of which Robert Price is a director, acquired 625,125 shares of PriceSmart Common Stock through the Distribution. As a director, Robert Price has shared voting and dispositive powers over the total of 625,125 shares held by the Price Family Charitable Fund. However, Mr. Price disclaims beneficial ownership of such shares. 5 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/ Robert E. Price - ---------------------- ------------------------------------ Date Robert E. Price -----END PRIVACY-ENHANCED MESSAGE-----