SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
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)
with a copy to:
Jeffrey S. Halis Eli S. Goldberg, Esq.
500 Park Avenue Lowenstein Sandler PC
Fifth Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 378-0879 (973) 992-8700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 26, 1998
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(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>
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of
Above Persons):
Jeffrey S. Halis
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC, PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: 189,125*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 189,125*
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Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
189,125*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 3.2%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 106,725 shares (1.8%) of PriceSmart, Inc. common stock are owned by Tyndall
Partners, L.P., a Delaware limited partnership. 37,425 shares (0.7%) of
PriceSmart, Inc. common stock are owned by Tyndall Institutional Partners,
L.P., a Delaware limited partnership. 13,925 shares (0.2%) of PriceSmart,
Inc. common stock are owned by Madison Avenue Partners, L.P., a Delaware
limited partnership. 29,800 shares (0.5%) 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 5. Interest In Securities of the Issuer.
As of August 26, 1998, Jeffrey Halis ceased to be the beneficial owner
of more than five percent (5%) of the shares of common stock of PriceSmart, Inc.
Based upon the information set forth in PriceSmart, Inc.'s quarterly report
dated May 31, 1998, as of July 7, 1998 there were issued and outstanding
5,884,169 shares of common stock of PriceSmart, Inc. As of August 26, 1998,
Tyndall Partners, L.P. owned 106,725 of such shares, or 1.8% of those
outstanding, Tyndall Institutional Partners, L.P. owned 37,425 of such shares,
or 0.7% of those outstanding, Madison Avenue Partners, L.P. owned 13,925 of such
shares, or 0.2% of those outstanding, Halo International, Ltd. owned 29,800 of
such shares, or 0.5% 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. and Madison Avenue Partners, L.P., in shares of common stock of PriceSmart,
Inc. during the sixty days preceding the date of event which requires filing of
this statement (each of which were effected in ordinary brokers transactions):
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
August 26, 1998 201,800 $16.00
<PAGE>
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
August 26, 1998 91,500 $16.00
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
August 26, 1998 35,700 $16.00
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 1, 1998
/s/ Jeffrey S. Halis
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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).
