UNITED STATES
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. 10) (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)
NOVEMBER 13, 2007
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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 16)
----------------------
(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 16
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Price Group LLC
52-2255962
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
NUMBER OF
0 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
6,820,204 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
0 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
6,820,204 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,820,204 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.0%
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14 TYPE OF REPORTING PERSON*
OO - Limited Liability Company
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 3 of 16
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Price Charities (formerly known as San Diego Revitalization Corp.)
33-0898712
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
NUMBER OF
0 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
3,885,335 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
0 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,885,335 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,885,335 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
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14 TYPE OF REPORTING PERSON*
OO - Nonprofit Corporation
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 4 of 16
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sol Price
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, WC, AF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
891,759 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
10,705,539 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
891,759 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
10,705,539 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,597,298 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
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14 TYPE OF REPORTING PERSON*
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 5 of 16
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert E. Price
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, WC, AF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
610 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
13,836,863 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
610 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
13,836,863 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,837,473 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.7%
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14 TYPE OF REPORTING PERSON*
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 6 of 16
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jack McGrory
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, WC, AF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
7,470 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
10,710,749 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
7,470 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
10,710,749 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,718,219 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2%
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14 TYPE OF REPORTING PERSON*
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 7 of 16
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Murray Galinson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
19,970 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
10,705,539 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
19,970 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
10,705,539 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,725,509 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2%
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14 TYPE OF REPORTING PERSON*
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 8 of 16
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keene Wolcott
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
20,600 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
20,600 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,600 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14 TYPE OF REPORTING PERSON*
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 9 of 16
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jose Luis Laparte
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
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7 SOLE VOTING POWER
NUMBER OF
233,850 (See Item 5)
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0 (See Item 5)
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH REPORTING
233,850 (See Item 5)
PERSON --------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,850 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
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14 TYPE OF REPORTING PERSON*
IN
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* See instructions before filling out!
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 10 of 16
This Amendment No. 10 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 Charities (formerly
known as San Diego Revitalization Corp.), a California nonprofit public benefit
corporation, Sol Price, a natural person, Robert E. Price, a natural person, and
Jose Luis Laparte, a natural person (collectively, the "Reporting Persons"),
with the Securities and Exchange Commission ("SEC") on October 29, 2004, as
amended by Amendment No. 1 thereto, filed with the SEC on January 10, 2005, and
by Amendment No. 2 thereto, filed with the SEC on January 18, 2005, and by
Amendment No. 3 thereto, filed with the SEC on May 9, 2005, and by Amendment No.
4 thereto, filed with the SEC on January 9, 2006, and by Amendment No. 5
thereto, filed with the SEC on February 14, 2006, and by Amendment No. 6
thereto, filed with the SEC on February 24, 2006, and by Amendment No. 7
thereto, filed with the SEC on May 10, 2007, and by Amendment No. 8 thereto,
filed with the SEC on May 22, 2007, and by Amendment No. 9 thereto, filed with
the SEC on October 31, 2007 (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 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated as
follows:
(a)-(b) The Reporting Persons presently may be deemed to beneficially
own, in the aggregate and as a group, 15,016,332 shares of
Common Stock (including options exercisable, and restricted
stock awards vesting, within 60 days of the date of this
filing for 120,420 shares of Common Stock), which represent
approximately 50.5% of the outstanding Common Stock.((2)) The
Reporting Persons, the Price Group Managers and the Price
Charities Directors and Officers presently may be deemed to
beneficially own, in the aggregate, the equivalent of
15,056,580 shares of Common Stock (including options
exercisable, and restricted stock awards vesting, within 60
days of the date of this filing for 120,420 shares of Common
Stock), which represent approximately 50.6% of the outstanding
Common Stock. The beneficial ownership of shares of Common
Stock (or equivalents thereof) by each of the Reporting
Persons, the Price Group Managers and the Price Charities
Directors and Officers is as follows:((3))
Price Group presently may be deemed to
beneficially own 6,820,204 shares of Common
Stock, which represent approximately 23.0% of the
outstanding Common Stock, no shares over which it
may be deemed to have sole voting and dispositive
power and
----------------------
(2) All calculations of percentage ownership in this Schedule 13D are
based on (i) approximately 29,635,560 shares of Common Stock estimated to be
issued and outstanding as of June 30, 2007, as reported in the Form 10-Q, filed
by PriceSmart with the SEC on July 3, 2007, plus (ii) 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.
(3) Shares of Common Stock (or equivalents thereof) disclosed for each
of the Price Group Managers and the Price Charities 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 6,820,204 shares held by Price Group, and the shares disclosed for
each of the Price Charities Directors and Officers all include 3,885,335 shares
held by Price Charities.
Disclosure of shares should not be construed as an admission of
beneficial ownership of such shares.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 11 of 16
6,820,204 shares over which it may be deemed to
have shared voting and dispositive power.
Price Charities presently may be deemed to
beneficially own 3,885,335 shares of Common
Stock, which represent approximately 13.1% of the
outstanding Common Stock, no shares over which it
may be deemed to have sole voting and dispositive
power and 3,885,335 shares over which it may be
deemed to have shared voting and dispositive
power.
Mr. S. Price presently may be deemed to
beneficially own 11,597,298 shares of Common
Stock, which represent approximately 39.1% of the
outstanding Common Stock, 891,759 shares over
which he may be deemed to have sole voting and
dispositive power and 10,705,539 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 13,837,473 shares of Common
Stock, which represent approximately 46.7% of the
outstanding Common Stock, 610 shares over which
he may be deemed to have sole voting and
dispositive power and 13,836,863 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. McGrory presently may be deemed to
beneficially own the equivalent of 10,718,219
shares of Common Stock (including options
exercisable within 60 days of the date of this
filing for 7,470 shares of Common Stock), which
represent approximately 36.2% of the outstanding
Common Stock, 7,470 shares over which he may be
deemed to have sole voting and dispositive power
and 10,710,749 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 10,725,509
shares of Common Stock (including options
exercisable within 60 days of the date of this
filing for 7,470 shares of Common Stock), which
represent approximately 36.2% of the outstanding
Common Stock, 19,970 shares over which he may be
deemed to have sole voting and dispositive power
and 10,705,539 shares over which he may be deemed
to have shared voting and dispositive power.
Mr. Wolcott presently may be deemed to
beneficially own 20,600 shares of Common Stock
(including options exercisable within 60 days of
the date of this filing for 600 shares of Common
Stock), which represents approximately 0.1% of
the outstanding Common Stock, 20,600 shares over
which he may be deemed to have sole voting and
dispositive power and no shares over which he may
be deemed to have shared voting and dispositive
power.
Mr. Laparte presently may be deemed to
beneficially own 233,850 shares of Common Stock
(including options exercisable, and restricted
stock awards vesting, within 60 days of the date
of this filing for 104,880 shares of Common Stock
and restricted stock awards vesting at least 60
days after the date of this
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 12 of 16
filing over which Mr. Laparte may exercise only
voting control for 125,120 shares of Common
Stock), which represents approximately 0.8% of
the outstanding Common Stock, 233,850 shares
over which he may be deemed to have sole voting
and dispositive power and no shares over which
he may be deemed to have shared voting and
dispositive power.
Mr. Lynn presently may be deemed to beneficially
own 6,820,204 shares of Common Stock, which
represent approximately 23.0% of the outstanding
Common Stock, no shares over which he may be
deemed to have sole voting and dispositive power
and 6,820,204 shares over which he may be deemed
to have shared voting and dispositive power.
Mr. Gorham presently may be deemed to
beneficially own 3,885,335 shares of Common
Stock, which represent approximately 13.1% of the
outstanding Common Stock, no shares over which he
may be deemed to have sole voting and dispositive
power and 3,885,335 shares over which he may be
deemed to have shared voting and dispositive
power.
Ms. Bahrambeygui presently may be deemed to
beneficially own 10,745,787 shares of Common
Stock, which represent approximately 36.3% of the
outstanding Common Stock, no shares over which
she may be deemed to have sole voting and
dispositive power and 10,745,787 shares over
which she may be deemed to have shared voting and
dispositive power.
Except as set forth below, to the extent any of the Reporting
Persons, the Price Group Managers or the Price Charities
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 the Reporting
Persons, the Price Group Managers or the Price Charities
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 18,805
shares of Common Stock with Rebecca Brewer
(formerly Rebecca Price) and 18,805 shares of
Common Stock with Sarah Price. Ms. Brewer is
employed by the Price Family Charitable Fund, and
Ms. S. Price is an actress.
Mr. McGrory may be deemed to share voting and
dispositive power over 5,210 shares of Common
Stock with Ben Price. Mr. B. Price is
self-employed.
Ms. Bahrambeygui may be deemed to share voting
and dispositive power over 40,248 shares of
Common stock with Joe Satz. The principal
occupation of Mr. Satz is employee of Price Group
The principal business address of each of Ms.
Brewer, Ms. S. Price, Mr. B. Price and Mr. Satz
is 7979 Ivanhoe Avenue, Suite 520, La Jolla,
California 92037.
None of Ms. Brewer, Ms. S. Price, Mr. B. Price
and Mr. Satz 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.
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 13 of 16
Each of Ms. Brewer, Ms. S. Price, Mr. B. Price
and Mr. Satz is a citizen of the United States
of America.
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 any
other Reporting Person, any of the Price Group Managers or any
of the Price Charities Directors and Officers.
Except for PriceSmart securities held by Price Charities,
Price Charities disclaims beneficial ownership of all
PriceSmart securities that may be deemed to be beneficially
owned by any other Reporting Person, any of the Price Group
Managers or any of the Price Charities 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 any other
Reporting Person, any of the Price Group Managers or any of
the Price Charities 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 any other
Reporting Person, any of the Price Group Managers or any of
the Price Charities Directors and Officers.
Except for PriceSmart securities held by Mr. McGrory, either
directly or through entities under his control, Mr. McGrory
disclaims beneficial ownership of all PriceSmart securities
that may be deemed to be beneficially owned by any other
Reporting Person, any of the Price Group Managers or any of
the Price Charities Directors and Officers.
Except for PriceSmart securities held by Mr. Galinson, either
directly or through entities under his control, Mr. Galinson
disclaims beneficial ownership of all PriceSmart securities
that may be deemed to be beneficially owned by any other
Reporting Person, any of the Price Group Managers or any of
the Price Charities Directors and Officers.
Except for PriceSmart securities held by Mr. Wolcott, either
directly or through entities under his control, Mr. Wolcott
disclaims beneficial ownership of all PriceSmart securities
that may be deemed to be beneficially owned by any other
Reporting Person, any of the Price Group Managers or any of
the Price Charities Directors and Officers.
Except for PriceSmart securities held by Mr. Laparte, either
directly or through entities under his control, Mr. Laparte
disclaims beneficial ownership of all PriceSmart securities
that may be deemed to be beneficially owned by any other
Reporting Person, any of the Price Group Managers or any of
the Price Charities Directors and Officers.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended to include the following
information:
As previously disclosed in Amendment No. 9 to Schedule 13D, which was filed
with the SEC on October 31, 2007, the Reporting Persons agreed to act
together with respect to the voting of their respective Common Stock. On
November 13, 2007, the Reporting Persons entered into a written voting
agreement (the "Voting Agreement") in order to formalize and define in more
detail the scope and nature of their
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 14 of 16
agreement. Under the Voting Agreement, the Reporting Persons will, during
the term of the Voting Agreement, vote their respective Common Stock, on
all matters subject to a vote by PriceSmart's shareholders, in the manner
agreed by Reporting Persons holding a majority of the Common Stock held by
the Reporting Persons. The term of the Voting Agreement commenced as of
November 13, 2007 and continues until November 13, 2009.
The foregoing description of the Voting Agreement is a summary only and is
qualified in its entirety by reference to the full text of the Voting
Agreement, which is filed as Exhibit 7 to the Schedule 13D and is hereby
incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to include the following
information:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
7 Voting Agreement, dated as of November 13, 2007, by
and among The Price Group LLC, Price Charities, Sol
Price, Robert E. Price, Jack McGrory, Murray Galinson,
Keene Wolcott and Jose Luis Laparte (filed herewith).
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 15 of 16
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: November 15, 2007
THE PRICE GROUP LLC
/s/ Jack McGrory
----------------------------------------
By: Jack McGrory
Title: Manager
PRICE CHARITIES
/s/ Jack McGrory
----------------------------------------
By: Jack McGrory
Title: Executive Vice President
SOL PRICE
/s/ Sol Price
----------------------------------------
ROBERT E. PRICE
/s/ Robert E. Price
----------------------------------------
JACK MCGRORY
/s/ Jack McGrory
----------------------------------------
MURRAY GALINSON
/s/ Murray Galinson
----------------------------------------
KEENE WOLCOTT
/s/ Keene Wolcott
----------------------------------------
JOSE LUIS LAPARTE
/s/ Jose Luis Laparte
----------------------------------------
CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 16 of 16
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 Joint Filing Agreement, dated as of October 29, 2004, by
and among The Price Group LLC, San Diego Revitalization
Corp., Sol Price and Robert E. Price (incorporated by
reference to Exhibit 1 to the Schedule 13D filed by The
Price Group LLC, San Diego Revitalization Corp., Sol
Price and Robert E. Price with the SEC on October 29,
2004).
2 Stock Purchase Agreement, dated as of April 19, 2005, by
and among PriceSmart, Inc., The Price Group LLC, the Sol
and Helen Price Trust and the Robert and Allison Price
Trust (incorporated by reference to Exhibit 10.1 of the
Current Report on Form 8-K filed by PriceSmart, Inc.
with the SEC on April 22, 2005).
3 Grant Agreement, dated as of December 22, 2005, by and
among Sol Price, the Sol and Helen Price Trust and San
Diego Revitalization Corp. (incorporated by reference to
Exhibit 3 to Amendment No. 4 to Schedule 13D filed by
The Price Group LLC, San Diego Revitalization Corp., Sol
Price and Robert E. Price with the SEC on January 9,
2006).
4 Put Option Agreement, dated as of September 20, 2004,
and amended and restated as of January 7, 2005, by and
between The Price Group LLC and International Finance
Corporation (incorporated by reference to Exhibit 4 to
Amendment No. 5 to Schedule 13D filed by The Price Group
LLC, San Diego Revitalization Corp., Sol Price and
Robert E. Price with the SEC on February 14, 2006).
5 Joint Filing Agreement, dated as of May 22, 2007, by and
among The Price Group LLC, Price Charities, Sol Price,
Robert E. Price, Jack McGrory, Murray Galinson and Keene
Wolcott (incorporated by reference to Exhibit 5 to
Amendment No. 8 to Schedule 13D filed by The Price Group
LLC, Price Charities, Sol Price, Robert E. Price, Jack
McGrory, Murray Galinson and Keene Wolcott with the SEC
on May 22, 2007).
6 Joint Filing Agreement, dated as of October 31, 2007, by
and among The Price Group LLC, Price Charities, Sol
Price, Robert E. Price, Jack McGrory, Murray Galinson,
Keene Wolcott and Jose Luis Laparte (incorporated by
reference to Exhibit 6 to Amendment No. 9 to Schedule
13D filed by Price Charities, Sol Price, Robert E.
Price, Jack McGrory, Murray Galinson, Keene Wolcott and
Jose Luis Laparte with the SEC on October 31, 2007).
7 Voting Agreement, dated as of November 13, 2007, by and
among The Price Group LLC, Price Charities, Sol Price,
Robert E. Price, Jack McGrory, Murray Galinson, Keene
Wolcott and Jose Luis Laparte (filed herewith).
EXHIBIT 7
VOTING AGREEMENT
This VOTING AGREEMENT (this "AGREEMENT"), dated as of November 13, 2007
(the "EFFECTIVE DATE"), is by and among THE PRICE GROUP, LLC, a California
limited liability company , PRICE CHARITIES (formerly known as San Diego
Revitalization Corp.), a California nonprofit corporation , SOL PRICE, a natural
person, ROBERT E. PRICE, a natural person, JACK MCGRORY, a natural person,
MURRAY GALINSON, a natural person, KEENE WOLCOTT, a natural person, and JOSE
LUIS LAPARTE, a natural person (collectively, the "PARTIES").
WHEREAS, each party is a beneficial owner (as defined by Rule 13d-3 of
the Securities Exchange Act of 1934, as amended) of capital stock of PriceSmart,
Inc., a Delaware corporation (the "COMPANY");
WHEREAS, the Parties beneficially own an aggregate of approximately
50.2% (fifty and two tenths of one percent) of the Company's issued and
outstanding shares, par value $ 0.0001 per share (the "COMMON SHARES"); and
WHEREAS, each Party desires to enter into an agreement pursuant to
which each Party agrees to vote their respective Common Shares in the manner
described below.
NOW, THEREFORE, in consideration of the foregoing premises and the
covenants, agreements, representations and warranties set forth herein, and
intending to be legally bound hereby, the parties to this Agreement hereby agree
as follows:
1. TERM. The term of this Agreement (the "TERM") shall commence on the
Effective Date and shall continue in effect until November 13, 2009.
2. PURPOSE. During the Term, on all matters subject to a vote by the
Company's shareholders (including but not limited to the nomination, election,
or removal of members of the Board of Directors of the Company), the Parties
hereby agree to vote their respective Common Shares in the manner (including but
not limited to voting for or against a particular matter, or abstaining to vote
on a particular matter) agreed to by the Parties holding a majority of the
outstanding Common Shares held by all the Parties.
3. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with acknowledgment of complete transmission).
All notices shall be delivered to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):
If to The Price 7979 Ivanhoe Avenue, Suite 520
Group: La Jolla, CA 92037
Facsimile: (858) 551-2314
EXHIBIT 7
If to Price 7979 Ivanhoe Avenue, Suite 520
Charities: La Jolla, CA 92037
Facsimile: (858) 551-2314
If to Sol Price: 7979 Ivanhoe Avenue, Suite 520
La Jolla, CA 92037
Facsimile: (858) 551-2314
If to Robert Price: 7979 Ivanhoe Avenue, Suite 520
La Jolla, CA 92037
Facsimile: (858) 551-2314
If to Murray 7979 Ivanhoe Avenue, Suite 520
Galinson: La Jolla, CA 92037
Facsimile: (858) 551-2314
If to Jack McGrory: 7979 Ivanhoe Avenue, Suite 520
La Jolla, CA 92037
Facsimile: (858) 551-2314
If to Keene Wolcott: PriceSmart, Inc.
9740 Scranton Road
San Diego, CA 92121
Facsimile: (858) 404-8828
If to Jose Luis PriceSmart, Inc.
Laparte 9740 Scranton Road
San Diego, CA 92121
Facsimile: (858) 404-8828
4. COUNTERPARTS. This Agreement may be executed by facsimile signature
and in two or more counterparts, each of which shall constitute an original, but
all of which, when taken together, shall constitute but one instrument. Subject
to the terms hereof, this Agreement shall not become effective until one or more
counterparts have been signed by each party hereto and delivered to the other
parties.
5. ENTIRE AGREEMENT; ASSIGNMENT. This Agreement among the parties
hereto: (a) constitutes the entire agreement among the parties with respect to
the respective subject matter hereof and supersedes in their entirety any prior
or contemporaneous oral or written discussions, negotiations, agreements or
understandings between or among the parties with respect to such subject matter;
(b) is not intended to and shall not confer upon any other person not a
signatory hereto any rights or remedies hereunder; and (c) may not be assigned
by operation of law or otherwise without the prior written consent of each other
party hereto, and any purported assignment in violation of this requirement
shall be null and void AB INITIO. Subject to the preceding sentence, this
EXHIBIT 7
AGREEMENT shall be binding on and inure to the benefit of, and is enforceable
by, the respective parties hereto and their respective successors, permitted
assigns, heirs, executors and administrators.
6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
its conflicts or choice of law principles.
7. AMENDMENT. Except as required by applicable law, this Agreement may
be amended by the parties hereto at any time by execution of an instrument in
writing signed by all of the parties hereto.
[The remainder of this page is intentionally left blank.]
EXHIBIT 7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their duly authorized representatives as of the
date first written above.
THE PRICE GROUP LLC
By: /s/ Jack McGrory Date:
--------------------------------------
Name: Jack McGrory
Title: Manager
PRICE CHARITIES
By: /s/ Jack McGrory Date:
--------------------------------------
Name: Jack McGrory
Title: Executive Vice President
SOL PRICE
By: /s/ Sol Price Date:
--------------------------------------
Name: Sol Price
ROBERT PRICE
By: /s/ Robert Price Date:
--------------------------------------
Name: Robert Price
JACK MCGRORY
By: /s/ Jack McGrory Date:
--------------------------------------
Name: Jack McGrory
EXHIBIT 7
MURRAY GALINSON
By: /s/ Murray Galinson Date:
--------------------------------------
Name: Murray Galinson
KEENE WOLCOTT
By: /s/ Keene Wolcott Date:
--------------------------------------
Name: Keene Wolcott
JOSE LUIS LAPARTE
By: /s/ Jose Luis Laparte Date:
--------------------------------------
Name: Jose Luis Laparte