SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(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. 3)1
PRICESMART, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
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(Title of Class of Securities)
741511109
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(CUSIP Number)
JAMES F. CAHILL
PRICE ENTITIES
7979 IVANHOE AVENUE, SUITE 520
LA JOLLA, CALIFORNIA
(858) 551-2303
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 22, 2002
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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: / /.
(Continued on the following pages)
Page 1 of 9 Pages
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.
SCHEDULE 13D
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CUSIP NO. 741511109 PAGE 2 OF 9
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SOL PRICE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO, WC, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
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7 SOLE VOTING POWER
NUMBER OF
SHARES 936,972 SHARES
BENEFICIALLY ------ ------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 844,625 SHARES
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9 SOLE DISPOSITIVE POWER
936,972 SHARES
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10 SHARED DISPOSITIVE POWER
844,625 SHARES
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,781,597 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%(1)
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14 TYPE OF REPORTING PERSON*
IN
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(1) BASED ON 6,297,421 SHARES OF PRICESMART COMMON STOCK OUTSTANDING AS OF
DECEMBER 31, 2001, AS REPORTED IN PRICESMART'S QUARTERLY REPORT ON FORM
10-Q FOR THE QUARTER ENDED NOVEMBER 30, 2001, AND INCLUDES 1,650 SHARES OF
SERIES A PREFERRED STOCK CURRENTLY CONVERTIBLE INTO 43,998 SHARES OF
PRICESMART COMMON STOCK.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 9
This Amendment No. 3 to Schedule 13D relating to PriceSmart, Inc., a
Delaware corporation ("PriceSmart"), is being filed on behalf of the undersigned
to amend the Schedule 13D filed with the Securities and Exchange Commission on
September 8, 1997, as amended by Amendment No. 1 thereto filed with the
Securities and Exchange Commission on September 8, 1998 and Amendment No. 2
thereto filed with the Securities and Exchange Commission on August 25, 2000.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of PriceSmart's common stock, par
value $0.0001 per share ("PriceSmart Common Stock"). The principal executive
offices of PriceSmart are located at 4649 Morena Boulevard, San Diego,
California 92117.
ITEM 2. IDENTITY AND BACKGROUND.
(a),(f) This statement on Schedule 13D is filed by Sol Price, a U.S.
Citizen.
(b) The principal business address of Mr. Price is 7979 Ivanhoe
Avenue, Suite 520, La Jolla, California 92037.
(c) The principal occupation of Mr. Price is self-employed
investor and manager of The Price Group LLC, a California
limited liability company (the "Price Group").
(d)-(e) During the last five years, Mr. Price has not 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 he 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Distribution Agreement dated as of August 26, 1997
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 PEI's
common stock, par value $.0001 per share ("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 in connection with the acquisition pursuant to
the Distribution of the shares of PriceSmart Common Stock subject to this
statement.
On August 29, 1997, Mr. Price as trustee of the Sol and Helen Price
Trust U/T/D 2/20/70 (the "Sol and Helen Price Trust"), acquired 382,352 shares
of PriceSmart Common Stock through the Distribution. On August 29, 1997, Mr.
Price, as trustee of the Price Charitable Remainder Trust U/T/D 1/10/83 (the
"Price Charitable Remainder Trust"), acquired 152,622 shares of PriceSmart
Common Stock through the Distribution. On August 29, 1997, Mr. Price, as trustee
for the Price Family Charitable Trust U/T/D 3/10/84 (the "Price Family
Charitable Trust"), acquired 911,190 shares of PriceSmart Common Stock through
the Distribution. On August 29, 1997, Mr. Price, as a director of The Price
Family Charitable Fund (formerly the Sol and Helen Price Foundation) (the "Price
Family Charitable Fund"), acquired 625,125 shares of PriceSmart Common Stock
through the Distribution. On August 29, 1997, Mr. Price, as co-trustee of the
Marion Brodie Trust, acquired 8,737 shares of PriceSmart Common Stock through
the Distribution. On August 29, 1997, Mr. Price, as co-trustee of the Dorothy
Goldberg Trust, acquired 36,575 shares of PriceSmart Common Stock through the
Distribution.
On December 22, 1997, the Price Family Charitable Fund, of which Mr.
Price is a director, received a bequest of 30,520 shares of PriceSmart Common
Stock.
On December 29, 1997, Mr. Price, as trustee of the Sol and Helen Price
Trust, made gifts of an aggregate of 3,150 shares of PriceSmart Common Stock to
eight individuals.
PAGE 4 OF 9
On December 29, 1997, Mr. Price, as trustee of the Sol and Helen Price
Trust, sold 3,000 shares of PriceSmart Common Stock for $16.00 per share.
On January 10, 1998, Mr. Price, as trustee of the Sol and Helen Price
Trust, made a gift of 1,100 shares of PriceSmart Common Stock to one individual.
In May 1998, Mr. Price, as trustee of the Sol and Helen Price Trust,
made gifts of an aggregate of 7,000 shares of PriceSmart Common Stock to seven
individuals.
On August 28, 1998, Mr. Price, as trustee of the Sol and Helen Price
Trust, sold 200,000 shares of PriceSmart Common Stock at $15.00 per share to
PriceSmart in connection with PriceSmart's stock repurchase plan.
On August 31, 1998, the Price Charitable Remainder Trust, of which Mr.
Price is a trustee, made a gift of 152,623 shares of PriceSmart Common Stock to
a charitable organization.
In November 1998, Mr. Price, as co-trustee of the Dorothy Goldberg
Trust, sold 4,000 shares of PriceSmart Common Stock on the open market for an
average price of $15.21 per share.
On December 4, 1998, Mr. Price, as trustee of the Sol and Helen Price
Trust, made a gift of 600 shares of PriceSmart Common Stock to one individual.
In December 1998, Mr. Price, as co-trustee of the Dorothy Goldberg
Trust, sold 3,000 shares of PriceSmart Common Stock on the open market for an
average price of $15.91 per share.
On December 16, 1998, Mr. Price, as co-trustee of the Dorothy Goldberg
Trust, contributed 14,500 shares of PriceSmart Common Stock to a charitable
organization.
On December 22, 1998, Mr. Price, as co-trustee of the Dorothy Goldberg
Trust, made a gift of 4,500 shares of PriceSmart Common Stock to one individual.
On May 31, 1999, Mr. Price, as trustee of the Sol and Helen Price
Trust, made a gift of 25 shares of PriceSmart Common Stock to one individual.
On August 10, 1999 Mr. Price, as co-trustee of the Dorothy Goldberg
Trust, sold 5,000 shares of PriceSmart Common Stock on the open market for an
average price of $41.83 per share.
On March 6, 2000, Mr. Price, as trustee of the Sol and Helen Price
Trust, made gifts of an aggregate of 900 shares of PriceSmart Common Stock to
two individuals.
On March 30, 2000, Mr. Price, as trustee of the Price Family Charitable
Trust, sold 3,300 shares of PriceSmart Common Stock at $41.00 per share in a
private transaction.
On June 12, 2000, Mr. Price, as trustee of the Sol and Helen Price
Trust, sold 1,000 shares of PriceSmart Common Stock at $38.00 per share in a
private transaction.
On August 8, 2000, the Price Family Charitable Fund, of which Mr. Price
is a director, received a contribution of 8,737 shares of PriceSmart Common
Stock.
On August 8, 2000, Mr. Price, as trustee of the Marion Brodie Trust,
contributed 8,737 shares of PriceSmart Common Stock to a charitable
organization.
On August 11, 2000, Mr. Price, as trustee of the Sol and Helen Price
Trust, made a capital contribution of 165,577 shares of PriceSmart Common Stock
to the Price Group.*
On August 11, 2000, the Price Group, of which Mr. Price is a
co-manager, received a capital contribution of 165,577 shares of PriceSmart
Common Stock from the Sol and Helen Price Trust, of which Mr. Price is a
trustee.
PAGE 5 OF 9
On October 31, 2000, Mr. Price resigned as co-trustee of the Dorothy
Goldberg Trust.
On January 2, 2001, Mr. Price, as trustee of the Price Family
Charitable Trust, transferred 38,844 shares of PriceSmart Common Stock as a
trust distribution to the Sol and Helen Price Trust, of which Mr. Price is a
trustee.
On July 12, 2001, Mr. Price, as trustee of the Sol and Helen Price
Trust, made a gift of 250 shares of PriceSmart Common Stock to one individual.
On January 23, 2002, each of the Price Family Charitable Fund, of which
Mr. Price is a director, the Sol and Helen Price Trust, of which Mr. Price is a
trustee, and the Price Family Charitable Trust, of which Mr. Price is a trustee,
acquired for cash 550 shares of PriceSmart's 8% Series A Cumulative Convertible
Redeemable Preferred Stock, par value $.0001 per share (the "Series A Preferred
Stock"), from PriceSmart in a private transaction for $1,000 per share. The
Series A Preferred Stock is convertible at the option of the holder at any time,
or automatically on January 17, 2012, into shares of PriceSmart Common Stock at
a conversion price of $37.50 per share, subject to customary anti-dilution
adjustments; accrues a cumulative preferential dividend at an annual rate of 8%,
payable quarterly in cash; and may be redeemed by PriceSmart at any time on or
after January 17, 2007. PriceSmart is required to register with the Securities
and Exchange Commission the shares of PriceSmart Common Stock issuable upon
conversion of the Series A Preferred Stock.
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*Explanatory Note:
This statement reflects the formation of 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 technically 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
amended 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
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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.
PAGE 6 OF 9
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth above in Item 3 is incorporated herein by
reference. All shares of PriceSmart Common Stock and Series A Preferred Stock
beneficially owned by Mr. Price are held for investment purposes only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Price beneficially owns 1,781,597 shares of PriceSmart Common
Stock, consisting of 1,737,599 shares of PriceSmart Common Stock
and 1,650 shares of Series A Preferred Stock currently
convertible into 43,998 shares of PriceSmart Common Stock. The
shares of PriceSmart Common Stock beneficially owned by Mr. Price
represent approximately 28.1% of the issued and outstanding
shares of PriceSmart Common Stock, based on 6,297,421 shares of
PriceSmart Common Stock outstanding as of December 31, 2001, as
reported in PriceSmart's Quarterly Report on Form 10-Q for the
quarter ended November 30, 2001. The shares are beneficially
owned by Mr. Price as follows:
(1) 883,712 shares of PriceSmart Common Stock, including
550 shares of Series A Preferred Stock currently
convertible into 14,666 shares of PriceSmart Common
Stock, by Mr. Price as trustee of the Price Family
Charitable Trust;
(2) 679,048 shares of PriceSmart Common Stock, including
550 shares of Series A Preferred Stock currently
convertible into 14,666 shares of PriceSmart Common
Stock, by Mr. Price as a director of the Price Family
Charitable Fund;
(3) 165,577 shares of PriceSmart Common Stock by Mr. Price
as co-manager of the Price Group; and
(4) 53,260 shares of the PriceSmart Common Stock, including
550 shares of Series A Preferred Stock currently
convertible into 14,666 shares of PriceSmart Common
Stock, by Mr. Price as trustee of the Sol and Helen
Price Trust.
Mr. Price disclaims beneficial ownership of the 844,625 shares of
PriceSmart Common Stock beneficially owned by the Price Family
Charitable Fund and the Price Group.
These shares do not include 1,463,546 shares of PriceSmart Common
Stock beneficially owned by Robert E. Price, the son of Mr.
Price, which represent approximately 23.2% of the issued and
outstanding shares of PriceSmart Common Stock. However, of the
1,463,546 shares beneficially owned by Mr. R. Price, Mr. Price
and Mr. R. Price are each deemed to beneficially own the 844,625
shares of PriceSmart Common Stock held by the Price Family
Charitable Fund and the Price Group, which represent
approximately 13.4% of the issued and outstanding shares of
PriceSmart Common Stock.
(b) The power to vote and the power to dispose of such shares is as
follows:
Sole power to vote or direct the vote: 936,972 shares
Shared power to vote or direct the vote: 844,625 shares
Sole power to dispose or direct the disposition: 936,972
shares
Shared power to dispose or direct the disposition: 844,625
shares
Mr. Price shares the power to vote and dispose of the shares of
PriceSmart Common Stock held by the Price Family Charitable Fund
and the Price Group.
PAGE 7 OF 9
The directors and executive officers of the Price Family
Charitable Fund (collectively, the "PFCF Directors and
Officers"), each of whom is a citizen of the United States, are
as follows:
Sol Price Director and Chairman of the Board
Robert E. Price Director and President
James F. Cahill Director and Vice President
Jack McGrory Director
Allison Price Director
Helen Price Director
Murray Galinson Director
William Gorham Director
Joseph R. Satz Secretary
Kathy Hillan Treasurer
The members of the Price Group, their voting interests and the
Managers of the Price Group, who are also directors and executive
officers, as the case may be, of the Price Family Charitable
Fund, are set forth in the Explanatory Footnote. The principal
executive office of the Price Family Charitable Fund, the Price
Group and the principal business address of each of the PFCF
Directors and Officers is 7979 Ivanhoe Avenue, Suite 520, La
Jolla, California 92037.
The principal business of the Price Family Charitable Fund is to
function as a private foundation. The principal business of the
Price Group is real estate and investment. The principal
occupation of Mr. R. Price is self-employed investor and manager
of the Price Group. The principal occupation of each of Mr.
Cahill, Mr. McGrory, Mr. Galinson, Mr. Satz and Ms. Hillan is
manager of Price Group. Mr. Gorham is self-employed. Ms. A. Price
and Ms. H. Price are not presently employed.
To Mr. Price's knowledge, during the last five years, neither the
Price Family Charitable Fund, the Price Group nor any of the PFCF
Directors and Officers 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.
(c) The information set forth above in Item 3 is incorporated herein
by reference.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Grupo Gigante, S.A. de C.V., a corporation organized under the laws of
the United Mexican States ("Gigante"), entered into a Right of First Refusal
Agreement dated as of January 15, 2002 (the "Right of First Refusal Agreement")
with Robert E. Price, Sol Price, the Price Family Charitable Fund, the Price
Group, the Robert and Allison Price Trust, the Robert & Allison Price Charitable
Remainder Trust, the Price Family Charitable Trust and the Sol and Helen Price
Trust (each a "Price Entity," and collectively, the "Price Entities"), pursuant
to which, in the event the Price Entities desire to sell, give or otherwise
transfer shares of PriceSmart Common Stock (the "Stock") owned by the Price
Entities to any party other than to (i) another Price Entity, (ii) Gigante or
(iii) in the case of a Price Entity that is a trust, the beneficiary of the
trust upon an event causing a distribution of trust assets under the trust's
governing documents, the Price Entities are obligated to offer to sell the Stock
to Gigante on the same terms, except that the Price Entities are permitted to
sell, give or otherwise transfer an aggregate of 50,000 shares of the Stock
without regard to the transfer restrictions in the Right of First Refusal
Agreement. For purposes of the Right of First Refusal Agreement, any merger,
recapitalization, sale, transfer or other business combination or disposition
involving 50% or more of PriceSmart's assets will constitute a transfer
requiring the Price Entities to
PAGE 8 OF 9
first offer the Stock to Gigante. This right of first refusal, unless sooner
terminated in accordance with the terms of the Right of First Refusal Agreement,
will remain in effect until January 22, 2003. Under the Right of First Refusal
Agreement, the Price Entities also have agreed to vote the Stock in favor of the
election of Gigante's designee to the PriceSmart board of directors until
January 22, 2004 or until PriceSmart is no longer required to nominate such
designee pursuant to the Series A Preferred Stock and Warrant Purchase Agreement
entered into on January 15, 2002 between PriceSmart and Gigante, whichever
occurs first.
ITEM 7. EXHIBITS.
Exhibit 1* Right of First Refusal Agreement by and
among Grupo Gigante, S.A. de C.V. and Robert
E. Price, Sol Price, The Price Family
Charitable Fund, The Price Group LLC, the
Robert and Allison Price Trust, the Robert &
Allison Price Charitable Remainder Trust,
the Price Family Charitable Trust and the
Sol and Helen Price Trust dated as of
January 15, 2002.
Exhibit 2* Series A Preferred Stock Purchase
Agreement dated as of January 18, 2002
between PriceSmart and the Investors Listed
on Exhibit A Thereto.
Exhibit 3** Amended and Restated Certificate of
Incorporation of PriceSmart, Inc.
Exhibit 4* Certificate of Designations, Preferences
and Relative, Participating, Optional and
Other Special Rights of 8% Series A
Cumulative Convertible Redeemable Preferred
Stock and Qualifications, Limitations and
Restrictions Thereof dated January 15, 2002.
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* Incorporated by reference to PriceSmart's Current
Report on Form 8-K filed with the Securities and
Exchange Commission on January 24, 2002.
** Incorporated by reference to PriceSmart's Annual
Report on Form 10-K for the year ended August 31,
1997 filed with the Securities and Exchange
Commission on November 26, 1997.
PAGE 9 OF 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 6, 2002
/s/ SOL PRICE
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Sol Price
EXHIBIT INDEX
Exhibit 1* Right of First Refusal Agreement by and among Grupo Gigante, S.A
de C.V. and Robert E. Price, Sol Price, The Price Family
Charitable Fund, The Price Group LLC, the Robert and Allison
Price Trust, the Robert & Allison Price Charitable Remainder
Trust, the Price Family Charitable Trust and the Sol and Helen
Price Trust dated as of January 15, 2002.
Exhibit 2* Series A Preferred Stock Purchase Agreement dated as of January
18, 2002 between PriceSmart and the Investors Listed on Exhibit
A Thereto.
Exhibit 3** Amended and Restated Certificate of Incorporation of PriceSmart,
Inc.
Exhibit 4* Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of 8% Series A
Cumulative Convertible Redeemable Preferred Stock and
Qualifications, Limitations and Restrictions Thereof dated
January 15, 2002.
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* Incorporated by reference to PriceSmart's Current Report on Form
8-K filed with the Securities and Exchange Commission on January
24, 2002.
** Incorporated by reference to PriceSmart's Annual Report on Form
10-K for the year ended August 31, 1997 filed with the Securities
and Exchange Commission on November 26, 1997.