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. 1)*
PRICESMART, INC.
----------------
(Name of Issuer)
Common Stock, $.0001 par value
------------------------------
(Title of Class of Securities)
741511 10 9
-----------
(CUSIP Number)
Brian Warner
Performance Capital, L.P.
767 Third Avenue, 16th Floor
New York, New York 10017
(212) 593-4538
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Robert G. Leonard, Esq.
Bryan Cave LLP
1290 Avenue of the Americas
New York, NY 10104
September 16, 2003
------------------
(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(e), 13d-1(f) or 13d-1(g), check the following
box [X].
* 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 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 2 of 9
_____________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Performance Capital, L.P.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS
WC
_____________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
_____________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 148,650 Common Stock
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 148,650 Common Stock
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
148,650 Common Stock
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% (based on 6,871,913 common shares outstanding at 6/30/03)
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
_____________________________________________________________________________
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 3 of 9
_____________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Performance Capital II, L.P.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS
WC
_____________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
_____________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 48,900 Common Stock
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 48,900 Common Stock
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
48,900 Common Stock
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (based on 6,885,246 common shares outstanding at 6/30/03 (including
13,333 to be issued upon exercise of preferred stock))
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
_____________________________________________________________________________
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 4 of 9
_____________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brett Fialkoff
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS
PF
_____________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
_____________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 230 Common Stock
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 230 Common Stock
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230 Common Stock
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% (based on 6,871,913 common shares outstanding at 6/30/03)
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 5 of 9
_____________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brian Warner
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 SOURCE OF FUNDS
PF
_____________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
_____________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
_____________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,900 Common Stock
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,900 Common Stock
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,900 Common Stock
_____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% (based on 6,871,913 common shares outstanding at 6/30/03)
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 6 of 9
Item 1 Security and Issuer.
Item 1 of the Statement is hereby amended and supplemented by adding
the following:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends the
Schedule 13D filed on September 6, 2002 (the "Statement") by (i)
Performance Capital, L.P., a New York limited partnership ("PCI"),
(ii) Performance Capital II, L.P., a New York limited partnership
("PCII"), (iii) Brett Fialkoff, a United States citizen ("BF") and
(iv) Brian Warner, a United States citizen ("BW"; PCI, PCII, BF and BW
shall be referred to collectively as the "Group"; each member of the
Group being hereinafter referred to individually as a "Member" and
collectively as "Members"), in connection with the ownership of common
stock, $0.0001 per share (the "PriceSmart Common Stock") of
PriceSmart, Inc., a Delaware corporation ("PriceSmart"). The principal
executive offices of PriceSmart are located at 4649 Morena Boulevard,
San Diego, California 92117. Other than as set forth below, to the
best knowledge of the Members, there has been no material change in
the information set forth in the responses to Items 2, 3, 5(b), 5(d)
and 6. Accordingly, those Items are omitted from this Amendment No. 1.
Unless otherwise defined herein, capitalized terms used herein shall
have the meanings set forth in the Statement.
This Amendment No. 1 is hereby filed to report a reduction in the
percentage of the beneficial ownership of the Group in the PriceSmart
Common Stock, and accordingly, as of the close of business on
September 16, 2003, the Group has ceased to be the beneficial owner of
more than five percent of the PriceSmart Common Stock.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented by adding
the following:
Between September 12, 2003 and September 16, 2003, the Group engaged
in the following transactions with respect to PriceSmart Common Stock
held by the Group:
Date Buy/Sell Quantity Price
---- -------- -------- -----
09/12/03 Sell 94,400 $9.2097
09/15/03 Sell 93,500 $8.4731
09/16/03 Sell 72,200 $8.0629
All of the above transactions were made through sales in the open
market.
Item 5. Interest in Securities of the Issuer.
Items 5 (a), (c) and (e) of the Statement are hereby amended and
supplemented by adding the following:
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 7 of 9
Item 5(a)
As of the close of business on September 16, 2003, PCI beneficially
owns 148,650 shares of PriceSmart Common Stock, representing 2.2% of
PriceSmart's issued and outstanding common shares (based on 6,871,913
common shares outstanding at June 30, 2003). As of the close of
business on September 16, 2003, PCII beneficially owns 48,900 shares
of PriceSmart Common Stock, representing 0.7% of PriceSmart's issued
and outstanding common shares (based on 6,885,246 common shares
outstanding at June 30, 2003 (including 13,333 common shares to be
issued upon exercise of preferred stock)). PCII's ownership is as
follows: (i) 48,400 shares of PriceSmart Common Stock; and (ii) 500
shares of Series A Preferred Stock of PriceSmart which are currently
convertible at $37.50 per share into an aggregate of 13,333 shares of
PriceSmart Common Stock. As of the close of business on September 16,
2003, BF beneficially owns 230 shares of PriceSmart Common Stock,
representing less than 0.1% of PriceSmart's issued and outstanding
common shares (based on 6,871,913 common shares outstanding at June
30, 2003). BF's ownership is as follows: (i) 100 shares of PriceSmart
Common Stock owned directly; and (ii) 130 shares of PriceSmart Common
Stock owned through an individual retirement account. As of the close
of business on September 16, 2003, BW beneficially owns 3,900 shares
of PriceSmart's Common Stock, representing less than 0.1% of
PriceSmart's issued and outstanding common shares (based on 6,871,913
common shares outstanding at June 30, 2003). BW's ownership is as
follows: (i) BW has an individual retirement account which owns 1,000
shares of PriceSmart Common Stock; (ii) BW has a SEP individual
retirement account which owns 1,900 shares of Common Stock; and (iii)
BW serves as a custodian under the Uniform Gift to Minors Act for two
minor children, each of whom owns 500 shares of PriceSmart Common
Stock.
Item (c)
None of the Members has effected any transactions in the PriceSmart
Common Stock during the past sixty (60) days, other than those as set
forth in Item 4 of this Amendment No. 1.
Item 5(e)
As of the close of business on September 16, 2003, Group has ceased to
be the beneficial owner of more than five percent of the PriceSmart
Common Stock.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Statement is hereby amended and supplemented by adding
the following:
The Members have entered into a Joint Filing Agreement dated September
6, 2002 (the "Joint Filing Agreement"), a copy of which was previously
filed as an exhibit to the Statement filed on September 6, 2002,
pursuant to which the Members agreed to
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 8 of 9
file the Statement and any amendments thereto jointly in accordance
with the provisions of Rule 13d-1(k) of the Securities Exchange Act of
1934, as amended. The Joint Filing Agreement is hereby incorporated by
reference.
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 9 of 9
Signatures
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: September 18, 2003
PERFORMANCE CAPITAL, L.P.
By: Performance Capital, LLC, General Partner
By: /s/BRIAN WARNER
------------------------------------------
Brian Warner, Manager
PERFORMANCE CAPITAL II, L.P.
By: Performance Management, LLC, General Partner
By: /s/BRIAN WARNER
------------------------------------------
Brian Warner, Manager
/s/ BRIAN WARNER
------------------------------------------
Brian Warner
/s/ BRETT FIALKOFF
------------------------------------------
Brett Fialkoff