UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20540
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 1)*
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)
Karen Ratcliff 4649 Morena Blvd. San Diego, CA 92117 (619) 581-4530
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(Name, Address and Telephone of Person Authorized to
Receive Notice and Communications)
August 28, 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 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)
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SCHEDULE 13D
CUSIP No. 741511109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sol Price
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
N/A (b) / /
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
EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH See Attached
10 SHARED DISPOSITIVE POWER
See Attached
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,780,249
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1,780,249
----------- = 30.0%
5,924,869
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
Number of Shares Beneficially Owned by Each Reporting Person With
7) Sole Voting Power
168,102 By Sol Price as Trustee of Sol & Helen Price Trust
911,190 By Sol Price as Trustee of Price Family Charitable Trust
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1,079,292 TOTAL
8) Shared Voting Power
655,645 by Sol Price as Director of Price Family Charitable Fund
8,737 by Sol Price as Co-Trustee of Marion Brodie Trust
36,575 by Sol Price as Co-Trustee of Dorothy Goldberg Trust
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700,957 TOTAL
9) Sole Dispositive Power
168,102 By Sol Price as Trustee of Sol & Helen Price Trust
911,190 By Sol Price as Trustee of Price Family Charitable Trust
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1,079,292 TOTAL
10) Shared Dispositive Power
655,645 by Sol Price as Director of Price Family Charitable Fund
8,737 by Sol Price as Co-Trustee of Marion Brodie Trust
36,575 by Sol Price as Co-Trustee of Dorothy Goldberg Trust
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700,957 TOTAL
12) Exclusion of Shares
The reporting person disclaims beneficial ownership of the following shares:
655,645 Held by Price Family Charitable Fund
8,737 Held by Marion Brodie Trust
36,575 Held by Dorothy Goldberg Trust
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700,957 TOTAL
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
1. SECURITY AND ISSUER
PriceSmart, Inc.
Common Stock
Karen Ratcliff, Chief Financial Officer
4649 Morena Blvd.
San Diego, CA 92117
2. IDENTITY AND BACKGROUND
a) Sol Price
b) 7979 Ivanhoe Avenue, Suite 520
La Jolla, CA 92037
c) Self-employed investor
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. 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 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 (1,780,249 or 30.0%)
is held as follows:
- 168,102 shares by Sol Price as Trustee of Sol and Helen Price
Trust U/T/D 2/20/70.
- 911,190 shares by Sol Price as Trustee of Price Family
Charitable Trust U/T/D 3/10/84.
- 655,645 shares by Sol Price as a Director of The Price Family
Charitable Fund.
- 8,737 shares by Sol Price as Co-Trustee of Marion Brodie
Trust.
- 36,575 shares by Sol Price as Co-Trustee of Dorothy Goldberg
Trust.
These shares include 700,957 shares of which the reporting person
disclaims beneficial ownership.
These shares do not include the 1,312,426 shares (approximately
21.6%) of PriceSmart common stock beneficially owned by Robert
Price, the son of Sol Price.
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b) The power to vote and the power to dispose of such shares is as
follows:
Sole power to vote or direct the vote: 1,079,292
Shared power to vote or direct the vote: 700,957
Sole power to dispose or direct the disposition: 1,079,292
Shared power to dispose or direct the disposition: 700,957
c) On August 29, 1997, Sol Price as Trustee of the Sol and Helen Price
Trust U/T/D 2/20/70, acquired 382,352 shares of PriceSmart Common
Stock through the Distribution. On August 29, 1997, Sol Price, as
Trustee of the Price Charitable Remainder Trust U/T/D 1/10/83,
acquired 152,622 shares of PriceSmart Common Stock through the
Distribution. On August 29, 1997, Sol Price, as Trustee for the Price
Family Charitable Trust U/T/D 3/10/84, acquired 911,190 shares of
PriceSmart Common Stock through the Distribution. On August 29, 1997,
Sol Price, as a Director of The Price Family Charitable Fund (formerly
the Sol & Helen Price Foundation), acquired 625,125 shares of
PriceSmart Common Stock through the Distribution. On August 29, 1997,
Sol Price, as Co-Trustee of the Marion Brodie Trust, acquired 8,737
shares of PriceSmart Common Stock through the Distribution. On August
29, 1997, Sol Price, as Co-Trustee of the Dorothy Goldberg Trust,
acquired 36,575 shares of PriceSmart Common Stock through the
Distribution.
As a Director of The Price Family Charitable Fund (the "Fund"), Sol
Price has shared voting and dispositive powers over the total of
655,645 shares held by the Fund. However, Sol Price disclaims
beneficial ownership of such shares. As Co-Trustee of the Marion
Brodie Trust, Sol Price has shared voting and dispositive powers over
the 8,737 shares held by such trust. However, Sol Price disclaims
beneficial ownership of such shares. As Co-Trustee of the Dorothy
Goldberg Trust, Sol Price has shared voting and dispositive powers
over the 36,575 shares held by such trust. However, Sol Price
disclaims beneficial ownership of such shares.
1) On December 22, 1997, the Price Family Charitable Fund, of which
Sol Price is a director, received a bequest of 30,520 shares.
2) On December 29, 1997, Sol Price, as trustee of the Sol & Helen
Price Trust, made gifts of an aggregate of 3,150 shares to eight
individuals.
3) On December 29, 1997, So) Price, as trustee of the Sol & Helen
Price Trust, sold 3,000 shares for $16.00 per share.
4) On January 10, 1998, Sol Price, as trustee of the Sol & Helen
Price Trust, made a gift of 1,100 shares to one individual.
5) In May 1998, Sol Price, as trustee of the Sol & Helen Price
Trust, made gifts of an aggregate of 7,000 shares to seven
individuals.
6) On August 28, 1998, So] Price, as trustee of the Sol & Helen
Price Trust, sold 200,000 shares at $15 per share to PriceSmart
in connection with PriceSmart's stock repurchase plan.
7) On August 31, 1998, the Price Charitable Remainder Trust, of
which Sol Price is a trustee, made a gift of 152,623 shares to a
charitable organization.
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 3, 1998 /s/ Sol Price
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Date Sol Price
