-----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, K/9uEOCro+WCXk+VgDBK0Bct67S3+5NAdzpMw5ouJbSiS3Q9IyQzLey1C6+mEAYl gWvztMrUEOxgQuJfplqrWA== 0001193125-07-070934.txt : 20070521 0001193125-07-070934.hdr.sgml : 20070521 20070330203200 ACCESSION NUMBER: 0001193125-07-070934 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070330 FILER: 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: CORRESP BUSINESS ADDRESS: STREET 1: 9740 SCRANTON ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8584048800 MAIL ADDRESS: STREET 1: 9740 SCRANTON ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 CORRESP 1 filename1.htm Accleration Request

PriceSmart, Inc.

9740 Scranton Road

San Diego, California 92121

March 30, 2007

VIA EDGAR AND FACSIMILE

(202) 772-9202

H. Christopher Owings

Assistant Director

Office of Consumer Products

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

  Re: PriceSmart, Inc.

Registration Statement on Form S-3

SEC File No. 333-140290

Dear Mr. Owings:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of PriceSmart, Inc. (the “Company”), respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 3:00 p.m. Eastern Time on Tuesday, April 3, 2007 or as soon as practicable thereafter.

The undersigned, on behalf of the Company, acknowledges the following:

 

   

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

   

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

   

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Latham & Watkins LLP, confirming this request.

Thank you for your assistance and cooperation in this matter.

 

Very truly yours,
PriceSmart, Inc.
By:   /s/ John M. Heffner
  John M. Heffner
  Executive Vice President and
  Chief Financial Officer

 

cc: Kurt Murao, Esq., Attorney Advisor, Office of Consumer Products

Ellie Quarles, Esq., Special Counsel, Office of Consumer Products

Robert E. Burwell, Esq., Latham & Watkins LLP

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