UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20540
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 2)*
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 11, 2000
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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
1,743,424
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1,743,424
----------- = 27.9%
6,238,264
14 TYPE OF REPORTING PERSON*
IN
Explanatory Note
This Form is filed primarily to reflect the formation of The Price Group,
LLC, a California Limited Liability Company (the "Price Group") and the transfer
to the Price Group of securities previously owned by one or more of the Members.
Although the formation of the Price Group, and the contribution to it of
securities theretofore held by such Members may technicaly be viewed as a
"transfer" for some purposes, or as a "disposition" of the securities by the
Members and an "acquisition" of the securities by the Price Group, there has
been no meaningful disposition, acquisition or transfer of beneficial interest
because the Managers of the Price Group are the persons who previously owned the
securities in question individually or through trusts. In some instances, the
transfer to the Price Group may for some purposes be viewed as the formation of
a "group" for the purpose of holding, voting or disposing of securities.
As a result of the transfer of title to securities from individual (or
trust) holders to the Price Group, Members who previously held such securities
are amending appropriate reports under the Securities Exchange Act of 1934 to
indicate that they no longer hold such securities, and the Price Group is filing
such reports to indicate that it now holds such securities. Additionally,
persons who were required to file reports under Section 16 of the Securities
Exchange Act of 1934 as a result of being officers or directors of a reporting
company are filing reports that reflect all securities held by the Price Group.
The Members of the Price Group, their voting interests and the Managers of
the Price group are as follows:
Member Voting Interest Manager
------ --------------- -------
Sol and Helen Price Trust 48% Sol Price
Robert and Allison Price Trust 12% Robert Price
James F. Cahill 12% Jim Cahill
Jack and Cheryl McGrory Trust 12% Jack McGrory
Murray and Elaine Galinson Trust 9% Murray Galinson
Kathy Hillan 5% Kathy Hillan
Joseph R. Satz and Linda Satz Trust 2% Joseph R Satz
Under law and the relevant agreements, the Managers generally have the
authority to manage the business and affairs of the Price Group.
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SCHEDULE 13D
Number of Shares Beneficially Owned by Each Reporting Person With
7) Sole Voting Power
907,890 By Sol Price as Trustee of Price Family Charitable Trust
---------------
907,890 TOTAL
8) Shared Voting Power
664,382 by Sol Price as Director of Price Family Charitable Fund
165,577 by Sol Price as Co-manager of the Price Group LLC.
5,575 by Sol Price as a co-trustee of the Dorothy Goldberg Trust
---------------
835,534 TOTAL
9) Sole Dispositive Power
907,890 by Sol Price as Trustee of Price Family Charitable Trust
---------------
907,890 TOTAL
10) Shared Dispositive Power
664,382 by Sol Price as Director of Price Family Charitable Fund
165,577 by Sol Price as Co-manager of the Price Group LLC.
5,575 by Sol Price as Co-Trustee of Dorothy Goldberg Trust
---------------
835,534 TOTAL
12) Exclusion of Shares
The reporting person disclaims beneficial ownership of the following shares:
664,382 Held by Price Family Charitable Fund
165,577 Held by Sol Price as Co-manager of the Price Group LLC.
5,575 Held by Dorothy Goldberg Trust
---------------
835,534 TOTAL
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
1. SECURITY AND ISSUER
PriceSmart, Inc.
Common Stock
Alan Youngberg, 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
See explanatory note.
5. INTEREST IN SECURITIES OF THE ISSUER
a) The aggregate number of shares beneficially owned (1,743,424 or 27.9%)
is held as follows:
- 907,890 shares by Sol Price as Trustee of Price Family Charitable
Trust U/T/D 3/10/84.
- 664,382 shares by Sol Price as a Director of The Price Family
Charitable Fund.
- 165,577 by Sol Price as Co-manager of the Price Group LLC.
- 5,575 shares by Sol Price as Co-Trustee of Dorothy Goldberg
Trust.
These shares include 835,534 shares of which the reporting person
disclaims beneficial ownership.
These shares do not include the 1,449,380 shares (approximately 23.2%)
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: 907,890
Shared power to vote or direct the vote: 835,534
Sole power to dispose or direct the disposition: 907,890
Shared power to dispose or direct the disposition: 835,534
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.
8) In November 1998, Sol Price, as co-trustee of the Dorothy
Goldberg Trust, sold 4,000 shares on the open market for an
average price of $15.21 per share.
9) On December 4, 1998, Sol Price, as trustee of the Sol & Helen
Price Trust, made a gift of 600 shares to one individual.
10) In December 1998, Sol Price, as co-trustee of the Dorothy
Goldberg Trust, sold 3,000 shares on the open market for an
average price of $15.91 per share.
11) On December 16, 1998, Sol Price, as co-trustee of the Dorothy
Goldberg Trust, contributed 14,500 shares to a charitable
organization.
12) On December 22, 1998, Sol Price, as co-trustee of the Dorothy
Goldberg Trust, made a gift of 4,500 shares to one individual.
13) On May 31, 1999, Sol Price, as trustee of the Sol & Helen Price
Trust, made a gift of 25 shares to one individual.
14) On August 10, 1999 Sol Price, as co-trustee of the Dorothy
Goldberg Trust, sold 5,000 shares on the open market for an
average price of $41.83 per share.
15) On March 6, 2000, Sol Price, as trustee of the Sol & Helen Price
Trust, made a gift of 900 shares to two individuals.
16) On March 30, 2000, Sol Price, as trustee of the Price Family
Charitable Trust, sold 3,300 shares at $41.00 per share in a
private transaction.
17) On June 12, 2000, Sol Price, as trustee of the Sol & Helen Price
Trust, sold 1,000 shares at $38.00 per share in a private
transaction.
18) On August 8, 2000, the Price Family Charitable Fund, of which Sol
Price is a director, received a contribution of 8,737 shares.
19) On August 8, 2000, Sol Price, as trustee of the Marion Brodie
Trust, contributed 8,737 shares to a charitable organization.
20) On August 11, 2000, Sol Price, as trustee of the Sol & Helen
Price Trust, made a capital contribution of 165,577 shares to the
Price Group LLC. Mr. Price is a co-manager of this LLC.
21) On August 11, 2000, the Price Group LLC, of which Sol Price, is a
co-manager of, received a capital contribution of 165,577 shares
from the Sol and Helen Price Trust. Mr. Price is trustee of this
trust.
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.
August 21, 2000 /s/ Sol Price
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Date Sol Price
