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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
PriceSmart, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
741511109
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(CUSIP Number)
Daniel L. Brockman 4649 Morena Blvd., San Diego, CA 92117 (619) 581-4530
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 29, 1997
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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 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 4 pages)
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SCHEDULE 13D
CUSIP NO. 741511109 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Price Family Charitable Fund
95 3842468
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [*]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
San Diego, California - USA
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7 SOLE VOTING POWER
NUMBER OF 625,125
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 625,125
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,125
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
625,125 divided by 5,884,169 = 10.6 %
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14 TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTION BEFORE FILLING OUT!
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1. SECURITY AND ISSUER
PriceSmart, Inc.
Common Stock
Daniel L. Brockman, Senior V.P. - Finance,
Chief Accounting Officer
4649 Morena Blvd.
San Diego, CA 92117
2. IDENTITY AND BACKGROUND
a) The Price Family Charitable Fund
b) 7979 Ivanhoe Avenue, Suite 520
La Jolla, CA 92037
c) Private Foundation
d) None
e) None
f) Private Foundation in United States
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 Price Family Charitable Fund (the
"Fund") in connection with its 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 (625,125 or
10.6%) is held as follows.
- 625,125 shares by The Price Family Charitable Fund
b) The power to vote and the power to dispose of such shares is as
follows:
Sole power to vote or direct the vote: 625,125
Sole power to dispose or direct the disposition 625,125
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c) On August 29, 1997, the Fund acquired 625,125 shares of PriceSmart
Common Stock pursuant to the Distribution.
d) N/A
e) N/A
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER
N/A
7. EXHIBITS
N/A
The Price Family Charitable Fund (the "Fund") is a private foundation. Certain
directors of the Fund beneficially own Common Stock of Price Enterprises, Inc;
accordingly, in accordance with General Instruction C to Schedule 13D, the
information relating to such persons and responsive to Items 2-6 is set forth
below.
The directors of the fund are Sol Price, Robert Price, Jim Cahill, Helen Price
and Allison Price. The officers of the Fund are Mr. Robert Price, Vice President
and Treasurer, Mr. Sol Price, Vice President, and Mr. Joseph Satz, Secretary.
Each of the foregoing individuals disclaims membership in a group with the Fund.
Responses to Items 2-6 for Mr. Sol Price, Mr. Robert Price, Mr. Cahill and Mr.
Joseph Satz are set forth below:
Mr. Sol Price and Ms. Helen Price
Mr. Sol Price files a separate Schedule 13D. Ms. Helen Price is married
to Mr. Sol Price.
Mr. Robert Price and Ms. Allison Price
Mr. Robert Price files a separate Schedule 13D. Ms. Allison Price is
married to Mr. Robert Price.
Mr. Cahill
2. IDENTITY AND BACKGROUND
a) Jim Cahill
b) 7979 Ivanhoe Avenue, Suite 520, La Jolla, CA 92037
c) Executive Vice President, Price Entities
d) None
e) None
f) U.S. Citizen
3. SOURCE AND AMOUNT OF FUNDS: N/A
4. PURPOSE OF TRANSACTION: N/A
5. INTEREST IN SECURITIES OF THE ISSUER:
Sole Voting Power: 3,875
Shared Voting Power: 58,030 (As Co-Trustee)
625,125 (As a director of the Fund)
Sole Dispositive Power: 3,875
Shared Dispositive Power: 58,030 (As Co-Trustee)
625,125 (As a director of the Fund)
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER: N/A
Mr. Satz
2. IDENTITY AND BACKGROUND
a) Joseph Satz
b) 7979 Ivanhoe Avenue, Suite 520, La Jolla, CA 92037
c) General Counsel, Price Enterprises, Inc., 4649 Morena Blvd., San
Diego, CA 92117
d) None
e) None
f) U.S. Citizen
3. SOURCE AND AMOUNT OF FUNDS: N/A
4. PURPOSE OF TRANSACTION: N/A
5. INTEREST IN SECURITIES OF THE ISSUER: N/A
6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER: 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
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DATE Sol Price - Vice President
Price Family Charitable Fund
