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. )*
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 6, 2002
-----------------
(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 11
_____________________________________________________________________________
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 388,750 Common Stock
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 388,750 Common Stock
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
388,750 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)
5.8% (based on 6,731,814 common shares outstanding at 6/30/02)
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
_____________________________________________________________________________
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 3 of 11
_____________________________________________________________________________
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 106,633 Common Stock
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 106,633 Common Stock
______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
_____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
106,633 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)
1.6% (based on 6,745,147 common shares outstanding at 6/30/02 (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 11
_____________________________________________________________________________
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 6,731,814 common shares outstanding at 6/30/02)
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 5 of 11
_____________________________________________________________________________
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 6,731,814 common shares outstanding at 6/30/02)
_____________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 6 of 11
Item 1 Security and Issuer.
This statement relates to the shares of common stock of PriceSmart, Inc.
("PriceSmart"), 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.
This statement on Schedule 13D ("Statement") is filed by Performance
Capital, L.P., a New York limited partnership ("PCI"), Performance Capital
II, L.P., a New York limited partnership ("PCII"), Brett Fialkoff, a United
States citizen ("BF") and 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"). Performance Capital, LLC, a New
York limited liability company ("PCLLC"), is the sole general partner of
PCI and Brian Warner is the sole manager of PCLLC. Performance Management,
LLC, a New York limited liability company ("PMLLC"), is the sole general
partner of PCII and Brian Warner is the sole manager of PMLLC. PCI and PCII
are private investment limited partnership that each make diversified
investments. PCLLC and PMLLC are private entities that serve to manage the
assets of PCI and PCII, respectively. BW's present principal occupation is
serving as the sole manager of PCLLC and PMLLC. BF's present principal
occupation is serving as a member and employee of PCLLC and PMLLC. The
address of principal business and the address of the principal office of
PCI, PCII, PCLLC and PMLLC is 767 Third Avenue, 16th Floor, New York, NY
10017. The business address of BW and BF is 767 Third Avenue, 16th Floor,
New York 10017.
During the last five years, neither the Members nor, to the best knowledge
of the respective Members, either of PCLLC or PMLLC 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 and as a result of such proceeding 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 with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
PCI and PCII are each private investment entities that pool their
respective participants' contributions. BW and BF are each individual
investors. All funds used by PCI and PCII to acquire the PriceSmart Common
Stock they each currently beneficially own came from working capital. BW
and BF each used personal funds to acquire the PriceSmart Common Stock they
each currently beneficially owned. PCI has used $7,326,616 in the aggregate
to acquire the 388,750 shares of PriceSmart Common Stock it currently
beneficially owns. PCII has used $2,500,457 in the aggregate to acquire the
106,633 shares of PriceSmart Common Stock it currently beneficially owns.
BF has used $3,790 in the aggregate to acquire the 230 shares of
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 7 of 11
PriceSmart Common Stock he currently beneficially owns. BW has used
$138,050 in the aggregate to acquire the 3,900 shares of PriceSmart Common
Stock he currently beneficially owns.
Item 4. Purpose of Transaction.
The Group is filing this Statement for the purpose of stating its intention
to possibly influence management and/or the Board of Directors of
PriceSmart for the purpose of maximizing shareholder value and may consider
plans or proposals with respect to any or all of the following items:
(a) the acquisition by any person of additional securities of PriceSmart,
or the disposition of securities of PriceSmart;
(b) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving PriceSmart or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of PriceSmart or
any of its subsidiaries;
(d) any change in the present Board of Directors or management of
PriceSmart, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the Board of
Directors;
(e) any material change in the present capitalization or dividend policy
of PriceSmart;
(f) any other material change in PriceSmart's business or corporate
structure;
(g) changes in PriceSmart's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of PriceSmart by any person;
(h) causing a class of securities of PriceSmart to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of PriceSmart becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
The Group currently has no plans or proposals that relate to or that would
result in any of the actions or transactions described in paragraphs (a)
through (j) above. However, the Group reserves the right from time to time
to formulate plans or proposals regarding PriceSmart or any of its
securities and to carry out any of the
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 8 of 11
actions or transactions described in paragraphs (a) through (j) above, to
the extent it deems advisable.
Item 5. Interest in Securities of the Issuer.
Item 5(a)
PCI beneficially owns 388,750 shares of PriceSmart Common Stock,
representing 5.8% of PriceSmart's issued and outstanding common shares
(based on 6,731,814 common shares outstanding at June 30, 2002). PCII
beneficially owns 106,633 shares of PriceSmart Common Stock, representing
1.6% of PriceSmart's issued and outstanding common shares (based on
6,745,147 common shares outstanding at June 30, 2002 (including 13,333 to
be issued upon exercise of preferred stock)). PCII's ownership is as
follows: (i) 93,300 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. BF beneficially owns 230 shares of PriceSmart Common Stock,
representing less than 0.1% of PriceSmart's issued and outstanding common
shares (based on 6,731,814 common shares outstanding at June 30, 2002).
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. 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 6,731,814 common shares
outstanding at June 30, 2002). 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 5(b)
Each Member is the sole beneficial owner of the securities identified in
subsection (a) above. PCLLC, as the sole general partner of PCI, has sole
voting and dispositive power over the PriceSmart Common Stock beneficially
owned by PCI. PMLLC, as the sole general partner of PCII, has sole voting
and dispositive power over the shares of PriceSmart Common Stock and
beneficially owned by PCII. BF has sole voting and dispositive power over
the PriceSmart Common Stock that he beneficially owns. BW has sole voting
and dispositive power of the PriceSmart Common Stock that he beneficially
owns.
Item (c)
None of the Members has effected any transactions in the PriceSmart Common
Stock during the past sixty (60) days.
Item 5(d)
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 9 of 11
No other person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the PriceSmart Common
Stock.
Item 5(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Members or PCLLC and PMLLC, or between such
persons and any other person with respect to any securities of PriceSmart,
including, but not limited to, transfer or voting of any of such
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 10 of 11
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 6, 2002
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
SCHEDULE 13D
CUSIP NO. 741511 10 9 Page 11 of 11
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT made as of this 6th day of September, 2002, by and
among PERFORMANCE CAPITAL, L.P., PERFORMANCE CAPITAL II, L.P., BRETT FIALKOFF
and BRIAN WARNER.
W I T N E S S E T H :
WHEREAS, PERFORMANCE CAPITAL, L.P., PERFORMANCE CAPITAL II, L.P., BRETT
FIALKOFF and BRIAN WARNER collectively beneficially own more than five (5%)
percent of the issued and outstanding common stock, $.0001 par value, of
PRICESMART, INC. ("PI Common Stock"), a Delaware corporation; and
WHEREAS, the parties have previously filed a Schedule 13G with the
Securities and Exchange Commission ("SEC") and now desire to convert to filing a
Schedule 13D.
NOW, THEREFORE, the parties agree as follows:
1. PERFORMANCE CAPITAL, L.P., PERFORMANCE CAPITAL II, L.P., BRETT FIALKOFF
and BRIAN WARNER hereby agree to jointly file a Schedule 13D with the SEC
regarding the beneficial ownership of PI Common Stock and to file any and all
amendments and supplements thereto.
2. This Agreement contains the entire agreement among the parties
concerning the subject matter hereof and may not be amended, modified or changed
except pursuant to a written instrument signed by all parties.
IN WITNESS WHEREOF, the parties have signed this Agreement the day and year
first above written.
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