SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
PRICESMART, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
741511109
- --------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Jeffrey S. Halis Eli S. Goldberg, Esq.
500 Park Avenue Lowenstein, Sandler, Kohl,
Fifth Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 378-0879 Roseland, New Jersey 07068
(201) 992-8700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 3, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 l3d-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).
<PAGE>
1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Jeffrey S. Halis
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
3) SEC Use Only
4) Source of Funds (See Instructions): WC, PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
6) Citizenship or Place of Organization:
United States
- --------------------------------------------------------------------------------
Number of 7) Sole Voting Power: 333,525*
------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 333,525*
------------------------------------
Person With: 10) Shared Dispositive Power: 0
-------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
333,525*
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
13) Percent of Class Represented by Amount in Row (11): 5.7%*
14) Type of Reporting Person (See Instructions): IA, IN
_______________________________
* 209,725 shares (3.6%) of PriceSmart, Inc. common stock are owned by Tyndall
Partners, L.P., a Delaware limited partnership. 94,225 shares (1.6%) of
PriceSmart, Inc. common stock are owned by Tyndall Institutional Partners,
L.P., a Delaware limited partnership. 25,125 shares (0.4%) of PriceSmart,
Inc. common stock are owned by Madison Avenue Partners, L.P., a Delaware
limited partnership. 3,200 shares (0.1%) of PriceSmart, Inc. common stock
are owned by Halo International, Ltd., a company organized under the laws
of the Cayman Islands. 1,250 shares (0.0%) of PriceSmart, Inc. common stock
are owned individually by Jeffrey S. Halis. Pursuant to the Agreement of
Limited Partnership of each of Tyndall Partners, L.P., Tyndall
Institutional Partners, L.P. and Madison Avenue Partners, L.P., and the
Investment Management Agreement of Halo International, Ltd., Jeffrey S.
Halis possesses sole voting and investment control over all securities
owned by Tyndall Partners, L.P., Tyndall Institutional Partners, L.P.,
Madison Avenue Partners, L.P. and Halo International, Ltd., respectively.
In addition, Jeffrey S. Halis possesses sole voting and investment control
over the securities owned by him individually. See Item 5 for further
information on the computation of percentages set forth herein.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.0001 per share, of
PriceSmart, Inc., whose principal executive offices are located at 4649 Morena
Boulevard, San Diego, California 92117.
Item 2. Identity and Background.
The person filing this statement is Jeffrey S. Halis, whose business
address is 500 Park Avenue, Fifth Floor, New York, New York 10022. Mr. Halis
serves as a general partner of Halo Capital Partners, L.P., a Delaware limited
partnership (Halo") and as a member of Jemi Management, L.L.C., a New York
limited liability company ("Jemi"). Halo serves as the sole general partner of
each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., and
Madison Avenue Partners, L.P., each of which are Delaware limited partnerships
having their principal executive offices located at 500 Park Avenue, Fifth
Floor, New York, New York 10022. In addition, Jemi serves as the Investment
Manager of Halo International, Ltd., a company organized under the laws of the
Cayman Islands, having its principal executive offices located at Butterfield
Fund Managers (Guernsey) Limited, Post Office Box 211, Butterfield House, the
Grange, St. Peter Port, Guernsey, Channel Islands, GY1 3NQ. Each of Tyndall
Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners,
L.P., Halo International, Ltd. and Jeffrey Halis are engaged in the investment
in personal property of all kinds, including, but not limited to, capital stock,
depository receipts, investment companies, mutual funds, subscriptions,
warrants, bonds, notes, debentures, options and other securities of whatever
kind and nature.
Mr. Halis has never been convicted in any criminal proceeding, nor has he
been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now 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 with respect to such laws. Mr. Halis is a citizen
of the United States.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of common stock of PriceSmart, Inc. on
behalf of Tyndall Partners, L.P. come directly from the net assets of Tyndall
Partners, L.P. All funds used to purchase shares of common stock of PriceSmart,
Inc. on behalf of Tyndall Institutional Partners, L.P. come directly from the
net assets of Tyndall Institutional Partners, L.P. All funds used to purchase
shares of PriceSmart, Inc. on behalf of Madison Avenue Partners, L.P. come
directly from the net assets of Madison Avenue Partners, L.P. All funds used to
purchase shares of common stock of PriceSmart, Inc. on behalf of Halo
International, Ltd. come directly from the net assets of Halo International,
Ltd. All funds used to purchase shares of common stock of PriceSmart, Inc. by
Jeffrey S. Halis individually come directly from the personal assets of Jeffrey
S. Halis.
Item 4. Purpose of Transaction.
The acquisition of the shares of common stock referred to in Item 5 is
solely for investment purposes on behalf of Tyndall Partners, L.P., Tyndall
Institutional Partners, L.P., Madison Avenue Partners, L.P., Halo International,
Ltd., and Jeffrey S. Halis, individually, respectively. Jeffrey Halis has no
present plans or intentions which relate to or would result in any of the
transactions required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon the information set forth in PriceSmart, Inc.'s Information
Statement, as of August 12, 1997 there were issued and outstanding 5,884,169
shares of common stock of PriceSmart, Inc. As of September 3, 1997, Tyndall
Partners, L.P. owned 209,725 of such shares, or 3.6% of those outstanding,
Tyndall Institutional Partners, L.P. owned 94,225 of such shares, or 1.6% of
those outstanding, Madison Avenue Partners, L.P. owned 25,125 of such shares, or
0.4% of those outstanding, Halo International, Ltd. Owned 3,200 of such shares,
or 0.1% of those outstanding and Jeffrey S. Halis individually owned 1,250 of
such shares, or 0.0% of those outstanding. Jeffrey Halis possesses sole power to
vote and direct the disposition of all shares of common stock of PriceSmart,
Inc. owned by each of Tyndall Partners, L.P., Tyndall Institutional Partners,
L.P., Madison Avenue Partners, L.P., Halo International, Ltd., and by Jeffrey
Halis individually. The following table details the transactions by each of
Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue
Partners, L.P., Halo International, Ltd., and Jeffrey S. Halis individually, in
shares of common stock of PriceSmart, Inc. during the past sixty days (each of
which were effected in ordinary brokers transactions, except for the
transactions on September 2, 1997, which represent the distribution of shares of
PriceSmart, Inc. from Price Enterprises, Inc. to its shareholders):
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
September 2, 1997 178,325 *
September 3, 1997 31,400 $15.88
(Sales)
NONE
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
September 2, 1997 94,225 *
(Sales)
NONE
<PAGE>
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
September 2, 1997 19,725 *
September 3, 1997 5,400 $15.88
(Sales)
NONE
D. Halo International, Ltd.
Date Quantity Price
(Purchases)
September 3, 1997 3,200 $15.88
(Sales)
NONE
E. Jeffrey S. Halis
Date Quantity Price
(Purchases)
September 2, 1997 1,250 *
(Sales)
NONE
* Represents the distribution of shares of PriceSmart, Inc. from Price
Enterprises, Inc. to its shareholders.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships exist
with respect to the shares of common stock of PriceSmart, Inc. between Jeffrey
S. Halis and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
September 22, 1997
/S/ Jeffrey S. Halis
Jeffrey S. Halis, individually and as a
general partner of Halo Capital Partners,
L.P., the general partner of each of
Tyndall Partners, L.P., Tyndall Institutional
Partners, L.P. and Madison Avenue Partners,
L.P.
/S/ Jeffrey S. Halis
Jeffrey S. Halis, as a member of Jemi
Management, L.L.C., the Investment Manager
for Halo International, Ltd.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
