SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)(1)
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)
JACK MCGRORY
C/O THE PRICE GROUP LLC
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA 92037
TELEPHONE (858) 551-2303
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 5, 2005
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [_]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 pages)
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1 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 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).
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 2 OF 10 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
52-2255962
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC, OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
NUMBER OF 7
0 (See Item 5)
SHARES --------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
6,675,869 (See Item 5)
OWNED BY --------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0 (See Item 5)
PERSON --------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
6,675,869 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
6,675,869 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
33.9%
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TYPE OF REPORTING PERSON*
14
OO - Limited Liability Company
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 3 OF 10 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
San Diego Revitalization Corp.
33-0898712
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC, OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
NUMBER OF 7
0 (See Item 5)
SHARES --------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,608,750 (See Item 5)
OWNED BY --------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
0 (See Item 5)
PERSON --------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,608,750 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,608,750 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.2%
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TYPE OF REPORTING PERSON*
14
OO - Nonprofit Corporation
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 4 OF 10 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sol Price
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC, OO, AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
NUMBER OF 7
1,187,620 (See Item 5)
SHARES --------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
8,284,619 (See Item 5)
OWNED BY --------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
1,187,620 (See Item 5)
PERSON --------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
8,284,619 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,472,239 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
48.1%
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 5 OF 10 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert E. Price
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC, OO, AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
NUMBER OF 7
292 (See Item 5)
SHARES --------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
10,492,223 (See Item 5)
OWNED BY --------------------------------------------------
SOLE DISPOSITIVE POWER
EACH REPORTING 9
292 (See Item 5)
PERSON --------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
10,492,223 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,492,515 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
53.3%
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TYPE OF REPORTING PERSON*
14
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 6 OF 10 PAGES
This Amendment No. 1 relates to the common stock, par value
$0.0001 per share ("Common Stock"), of PriceSmart, Inc., a Delaware corporation
("PriceSmart"), and amends that certain Schedule 13D jointly filed by The Price
Group LLC, a California limited liability company ("Price Group"), San Diego
Revitalization Corp., a California nonprofit corporation ("SDRC"), Sol Price and
Robert E. Price with the Securities and Exchange Commission ("SEC") on October
29, 2004 (such Schedule 13D, as so amended, being the "Schedule 13D").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended to add the following information:
On December 20, 2004, PriceSmart commenced a rights offering pursuant to
which PriceSmart would distribute to each stockholder, for each share of
Common Stock held by such stockholder as of November 24, 2004, one right
(each a "Subscription Right") to purchase 1.5 shares of Common Stock at
a price of (x) $7.00 per share, if such right is exercised on or prior
to 5:00 PM, New York City time, on January 21, 2005, and (y) $8.00 per
share, if such right is exercised thereafter. The Subscription Rights
expire on December 21, 2005.
On January 5, 2005, (i) Price Group exercised 165,577 Subscription
Rights to acquire 248,366 shares of Common Stock, (ii) SDRC exercised
619,046 Subscription Rights to acquire 928,569 shares of Common Stock,
(iii) the Sol & Helen Price Trust ("SHPT") exercised 38,594 Subscription
Rights to acquire 57,891 shares of Common Stock, (iv) the Robert and
Alison Price Trust UTD 1/20/75 ("RAPT") exercised 9,948 Subscription
Rights to acquire 14,922 shares of Common Stock, and (v) the Robert and
Alison Price Charitable Trust ("RAPCT") exercised 596,067 Subscription
Rights to acquire 894,101 shares of Common Stock, in each case, at a
price of $7.00 per share. Each of Price Group, SDRC, SHPT, RAPT and
RAPCT funded the exercise price of its exercises of Subscription Rights
with working capital.
In addition, on November 23, 2004, pursuant to an exchange offer by
PriceSmart (the "Series A Exchange"), (i) SDRC exchanged 550 shares of
PriceSmart 8% Series A Cumulative Convertible Redeemable Preferred Stock
("Series A Preferred Stock") for 61,135 shares of Common Stock, and (ii)
SHPT exchanged 550 shares of Series A Preferred Stock for 61,135 shares
of Common Stock. For purposes of the Series A Exchange, the Common Stock
was valued at $10.00 per share.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a)-(b) Price Group, SDRC, Mr. S. Price and Mr. R. Price presently may
be deemed to beneficially own, in the aggregate, the equivalent
of 11,680,135 shares of Common Stock, which represent
approximately 59.4% of the outstanding Common Stock.(2) Price
Group, SDRC, Mr. S. Price, Mr. R.
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2 All calculations of percentage ownership in this Schedule 13D are
based on (i) approximately 17,525,607 shares of Common Stock estimated to be
issued and outstanding as of November 30, 2004, as reported in Amendment No. 1
to Form 10-K/A for the Fiscal Year Ended August 31, 2004, filed by PriceSmart
with the SEC on December 29, 2004, plus (ii) the shares of Common Stock to be
issued to Price Group, SDRC, SHPT, RAPT and RAPCT in connection with their
exercise of Subscription Rights, as described in Item 3 above, plus (iii) plus
the shares of Common Stock to be issued to Mr. Galinson in connection with his
exercise of Subscription Rights, as described in Item 5(c) below, plus (iv) the
shares of Common Stock issuable upon the exercise of all stock options (if any)
exercisable within 60 days of the date of this filing that may be deemed to be
beneficially owned by the person(s) whose percentage ownership is being
calculated.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 7 OF 10 PAGES
Price, the Price Group Managers and the SDRC Directors and
Officers presently may be deemed to beneficially own, in the
aggregate, the equivalent of 11,763,228 shares of Common Stock
(including options exercisable within 60 days of the date of
this filing for 17,350 shares of Common Stock), which represent
approximately 59.7% of the outstanding Common Stock. The
beneficial ownership of shares of Common Stock (or equivalents
thereof) by each of Price Group, SDRC, Mr. S. Price, Mr. R.
Price, the Price Group Managers and the SDRC Directors and
Officers is as follows:(3)
Price Group presently may be deemed to beneficially own
the equivalent of 6,675,869 shares of Common Stock,
which represent approximately 33.9% of the outstanding
Common Stock, no shares over which it may be deemed to
have sole voting and dispositive power and 6,675,869
shares over which it may be deemed to have shared voting
and dispositive power.
SDRC presently may be deemed to beneficially own the
equivalent of 1,608,750 shares of Common Stock, which
represent approximately 8.2% of the outstanding Common
Stock, no shares over which it may be deemed to have
sole voting and dispositive power and 1,608,750 shares
over which it may be deemed to have shared voting and
dispositive power.
Mr. S. Price presently may be deemed to beneficially own
the equivalent of 9,472,239 shares of Common Stock,
which represent approximately 48.1% of the outstanding
Common Stock, 1,187,620 shares over which he may be
deemed to have sole voting and dispositive power and
8,284,619 shares over which he may be deemed to have
shared voting and dispositive power. Helen Price is the
wife of Mr. S. Price. To the extent she may be deemed to
beneficially own any shares, they are included in the
shares reported as may be deemed to be beneficially
owned by Mr. S. Price.
Mr. R. Price presently may be deemed to beneficially own
the equivalent of 10,492,515 shares of Common Stock,
which represent approximately 53.3% of the outstanding
Common Stock, 292 shares over which he may be deemed to
have sole voting and dispositive power and 10,492,223
shares over which he may be deemed to have shared voting
and dispositive power. Allison Price is the wife of Mr.
R. Price. To the extent she may be deemed to
beneficially own any shares, they are included in the
shares reported as may be deemed to be beneficially
owned by Mr. R. Price.
Mr. Cahill presently may be deemed to beneficially own
the equivalent of 8,344,312 shares of Common Stock
(including options exercisable within 60 days of the
date of this filing for 6,450 shares of Common Stock),
which represent approximately 42.4% of the outstanding
Common Stock, 10,325
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3 Shares of Common Stock (or equivalents thereof) disclosed for each
of the Price Group Managers and the SDRC Directors and Officers include shares
that may be deemed to be beneficially owned by more than one person. In
particular, the shares disclosed for each of the Price Group Managers all
include the equivalent of 6,675,869 shares held by Price Group, and the shares
disclosed for each of the SDRC Directors and Officers all include the equivalent
of 1,608,750 shares held by SDRC.
Disclosure of shares should not be construed as an admission of
beneficial ownership of such shares.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 8 OF 10 PAGES
shares over which he may be deemed to have sole voting
and dispositive power and 8,333,987 shares over which he
may be deemed to have shared voting and dispositive
power.
Mr. McGrory presently may be deemed to beneficially own
the equivalent of 8,290,069 shares of Common Stock
(including options exercisable within 60 days of the
date of this filing for 5,450 shares of Common Stock),
which represent approximately 42.1% of the outstanding
Common Stock, 5,450 shares over which he may be deemed
to have sole voting and dispositive power and 8,284,619
shares over which he may be deemed to have shared voting
and dispositive power.
Mr. Galinson presently may be deemed to beneficially own
the equivalent of 8,302,569 shares of Common Stock
(including options exercisable within 60 days of the
date of this filing for 5,450 shares of Common Stock),
which represent approximately 42.2% of the outstanding
Common Stock, 17,950 shares over which he may be deemed
to have sole voting and dispositive power and 8,284,619
shares over which he may be deemed to have shared voting
and dispositive power.
Mr. Satz presently may be deemed to beneficially own the
equivalent of 8,284,619 shares of Common Stock, which
represent approximately 42.1% of the outstanding Common
Stock, no shares over which he may be deemed to have
sole voting and dispositive power and 8,284,619 shares
over which he may be deemed to have shared voting and
dispositive power.
Ms. Hillan presently may be deemed to beneficially own
the equivalent of 8,284,619 shares of Common Stock,
which represent approximately 42.1% of the outstanding
Common Stock, no shares over which she may be deemed to
have sole voting and dispositive power and 8,284,619
shares over which she may be deemed to have shared
voting and dispositive power.
Mr. Gorham presently may be deemed to beneficially own
the equivalent of 1,608,750 shares of Common Stock,
which represent approximately 8.3% of the outstanding
Common Stock, no shares over which he may be deemed to
have sole voting and dispositive power and 1,608,750
shares over which he may be deemed to have shared voting
and dispositive power.
Except as set forth below, to the extent any of Price Group,
SDRC, Mr. S. Price, Mr. R. Price, the Price Group Managers or
the SDRC Directors and Officers may be deemed to share the power
to vote or dispose of any of the shares disclosed above, such
power is shared only with one or more of Price Group, SDRC, Mr.
S. Price, Mr. R. Price, the Price Group Managers or the SDRC
Directors and Officers. The exceptions are as follows:
Mr. R. Price and Ms. A. Price may be deemed to share
voting and dispositive power over 7,522 shares of Common
Stock with Rebecca Price and 7,522 shares of Common
Stock with Sarah Price. Ms. R. Price is self-employed,
and Ms. S. Price is a student.
Mr. Cahill may be deemed to share voting and dispositive
power over 5,210 shares of Common Stock with Ben Price,
3,910 shares of Common Stock with Jonas Price, and
40,248 shares of Common Stock with each of Elliot
Feuerstein and Ed Spring. Mr. B. Price and Mr. J. Price
are each self-employed. Mr. Feuerstein is a property
manager. Mr. Spring is an attorney.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 9 OF 10 PAGES
The principal business address of each of Ms. R. Price,
Ms. S. Price, Mr. B. Price and Mr. J. Price is 7979
Ivanhoe Avenue, Suite 520, La Jolla, California 92037.
The principal business address of Mr. Feuerstein is 8294
Mira Mesa Boulevard, San Diego, California 92126. The
principal business address of Mr. Spring is 10900 N.E.
4th Street, Suite 850, Bellevue, Washington 98004.
None of Ms. R. Price, Ms. S. Price, Mr. B. Price, Mr. J.
Price, Mr. Feuerstein and Mr. Spring has been convicted
in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any such
person was or is 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 of such laws.
Each of Ms. R. Price, Ms. S. Price, Mr. B. Price, Mr. J.
Price, Mr. Feuerstein and Mr. Spring is a citizen of the
United States of America.
The information set forth in Item 2 above is hereby incorporated
herein in its entirety in response to this Item 5(b).
Except for PriceSmart securities held by Price Group, Price
Group disclaims beneficial ownership of all PriceSmart
securities that may be deemed to be beneficially owned by SDRC,
Mr. S. Price, Mr. R. Price, any of the Price Group Managers or
any of the SDRC Directors and Officers. Except for PriceSmart
securities held by SDRC, SDRC disclaims beneficial ownership of
all PriceSmart securities that may be deemed to be beneficially
owned by Price Group, Mr. S. Price, Mr. R. Price, any of the
Price Group Managers or any of the SDRC Directors and Officers.
Except for PriceSmart securities held by Mr. S. Price, either
directly or through entities under his control, Mr. S. Price
disclaims beneficial ownership of all PriceSmart securities that
may be deemed to be beneficially owned by Price Group, SDRC, Mr.
R. Price, any of the Price Group Managers or any of the SDRC
Directors and Officers. Except for PriceSmart securities held by
Mr. R. Price, either directly or through entities under his
control, Mr. R. Price disclaims beneficial ownership of all
PriceSmart securities that may be deemed to be beneficially
owned by Price Group, SDRC, Mr. S. Price, any of the Price Group
Managers or any of the SDRC Directors and Officers.
(c) The information set forth in Item 3 above is hereby incorporated
herein in its entirety in response to this Item 5(c).
On January 3, 2005, Mr. Cahill sold 3,875 Subscription Rights
directly held by him on the open market for $0.85 per
Subscription Right.
On January 3, 2005, certain trusts for which Mr. Cahill serves
as co-trustee sold 40,248 Subscription Rights on the open market
for $0.85 per Subscription Right.
On January 3, 2005, Mr. Galinson exercised 5,000 Subscription
Rights directly held by him to acquire 7,500 shares of Common
Stock at an exercise price of $7.00 per share.
(d)-(e) Not applicable.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 10 OF 10 PAGES
SIGNATURE
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.
Dated: January 10, 2005
THE PRICE GROUP LLC
/s/ Jack McGrory
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By: Jack McGrory
Title: Manager
SAN DIEGO REVITALIZATION CORP.
/s/ Jack McGrory
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By: Jack McGrory
Title: Executive Vice President
SOL PRICE
/s/ Sol Price
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ROBERT E. PRICE
/s/ Robert E. Price
----------------------------------------