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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20540
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 T. Brockman 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 29, 1996
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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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CUSIP No. 741511109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert E. Price
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
See Attached
10 SHARED DISPOSITIVE POWER
See Attached
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,281,903
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
See attached
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1,281,903
---------- = 21.79%
5,884,169
14 TYPE OF REPORTING PERSON*
IN
Number of Shares Beneficially Owned by Each Reporting Person with
7) Sole Voting Power
1,278 By Robert Price as Custodian for His Minor Children (UGMA-CA)
8) Shared Voting Power
320,434 By Robert Price as Co-Trustee of Robert & Allison Price
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Trust 1/10/75
312,500 By Robert Price as Co-Trustee of Robert & Allison Price
Charitable Trust
22,566 By Robert Price as Co-Trustee of a Trust for Benefit of His
Minor Children
625,125 By Robert Price as a Director of the Price Family Charitable
Fund
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1,280,625 TOTAL
9) Sole Dispositive Power
1,278 By Robert Price as Custodian for His Minor Children (UGMA-CA)
10) Shared Dispositive Power
320,434 By Robert Price as Co-Trustee of Robert & Allison Price Trust
1/10/75
312,500 By Robert Price as Co-Trustee of Robert & Allison Price
Charitable Trust
22,566 By Robert Price as Co-Trustee of a Trust for Benefit of His
Minor Children
625,125 By Robert Price as director of the Price Family Charitable
Fund
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1,280,625 TOTAL
12) Exclusion of shares.
The reporting person disclaims beneficial ownership of the following shares:
625,125 held by Price Family Charitable Fund
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
1. SECURITY AND ISSUER
PriceSmart, Inc.
Common Stock
Daniel T. Brockman, Senior V.P. - Finance,
and Chief Accounting Officer
4649 Morena Blvd.
San Diego, CA 92117
2. IDENTITY AND BACKGROUND
a) Robert E. Price
b) 4649 Morena Blvd.
San Diego, CA 92117
c) President and Chief Executive Officer
of PriceSmart, Inc.
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.
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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 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 (1,281,903 or
21.79%) is held as follows:
- 320,434 shares by Robert Price as Co-Trustee of Robert &
Allison Price Trust 1/10/75
- 312,500 By Robert Price as Co-Trustee of Robert & Allison
Price Charitable Trust
- 22,566 shares by Robert Price as Co-Trustee of a Trust for
Benefit of His Minor Children
- 1,278 shares by Robert Price as Custodian for His Minor
Children (UGMA-CA)
- 625,125 shares by Robert Price as a Director of the
Price Family Charitable Fund.
These shares do not include the 2,116,601 shares (approximately
36.0%) of PriceSmart common stock beneficially owned by Sol
Price, the father of Robert Price.
b) The power to vote and the power to dispose of such shares is as
follows:
Sole power to vote or direct the vote: 1,278
Shared power to vote or direct the vote: 1,280,625
Sole power to dispose or direct the disposition: 1,278
Shared power to dispose or direct the disposition: 1,280,625
Allison Price, who is the wife of Robert Price, is the
Co-Trustee with Robert Price for each of the Robert & Allison
Price Trust 1/10/75, the Robert & Allison Price Charitable Trust
and a trust established for the benefit of their three minor
children. Under the terms of these trusts, the Co-Trustees must
act jointly to vote or dispose of shares of stock owned by such
trusts.
c) On August 29, 1997, Robert Price as Co-Trustee of Robert &
Allison Price Trust 1/10/75, acquired 320,434 shares of
PriceSmart Common Stock through the Distribution. On August 29,
1997, Robert Price as Co-Trustee of Robert & Allison Price
Charitable Trust, acquired 312,500 shares of PriceSmart Common
Stock through the Distribution. On August 29, 1997, Robert
Price, as co-trustee of a trust for the benefit of his three
minor children, acquired 22,566 shares of PriceSmart Common
Stock through the Distribution. On August 29, 1997, Robert
Price, as Custodian for his Minor Children (UGMA-CA), acquired
1,278 shares of PriceSmart Common Stock through the
Distribution. On August 29, 1997, The Price Family Charitable
Fund (formerly the Sol & Helen Price Foundation), of which
Robert Price is a director, acquired 625,125 shares of
PriceSmart Common Stock through the Distribution. As a director,
Robert Price has shared voting and dispositive powers over the
total of 625,125 shares held by the Price Family Charitable
Fund. However, Mr. Price disclaims beneficial ownership of such
shares.
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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 5, 1997 /s/ Robert E. Price
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Date Robert E. Price
