1996-0604_PQI , INC AKA PRICESMART_Assignment of Promissory noteU.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934. (Mark One)
/X/ Annual report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
[NO FEE REQUIRED] for the fiscal year ended
August 31, 1998.
Transitional report pursuant to Section 13
or 15(d) of the Securities Exchange Act of
1934 [NO FEE REQUIRED) for the transition
period from to
COMMISSION FILE NUMBER: 0-22793
PRICESMART, INC.
(Exact name of small business issuer in its charter)
DELAWARE
(State of other jurisdiction of
incorporation or organization)
33-0628530
(I.R.S. Employer
Identification Number)
4649 MORENA BLVD., SAN DIEGO, CA 92117
(Address of principal executive offices, Zip Code)
Co13&T
Y1Q.(Yle_&� t�bT
CKa-ncieGQ +O
prise 5ryv��
Registrant's telephone number, including area code: (619) 581-4530
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.0001 PAR VALUE
(Title of Class)
Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S -K contained herein, and will not be contained, to the best of
the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
The aggregate market value of the voting stock held by non -affiliates of the
Registrant as of November 16, 1998 was $31,287,666, based on the last reported
sale of $15.125 per share on November 16, 1996.
As of November 16, 1996, 5,315,794 shares of Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Annual Report for fiscal year ending August 31, 1998,
are incorporated by reference into Part II of this Form 10-K.
Portions of the Company's Proxy Statement for the Annual Meeting of Stockholders
to be held on January 12, 1999 are incorporated by reference into Part III of
this Form 10-K.
T.01 CONTENTS
TABLE.
CAPTION.
.Sa
Part I
Item 1. BU91n<Se
Rem 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Part II
Item S. Market for Common Stock and Related Stockholder Matters
THE INFORMATION REQUIRED BY ITEM 5 IS INCORPORATED HEREIN BY REFERENCE
FROM PRICESMART'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
AUGUST 31, 1998
Item 6. Selected Financial Data
THE INFORMATION REQUIRED BY ITEM 6 IS INLORPOMTED HEREIN BY
REFERENCE FROM PRICESMART'S ANNUAL REPORT FOR THE FISCAL YEAR
ENDED AUGUST 31, 1998
Item 7. Management's Discussion and Rnalysis of Financial Condition and Results of Operations
ME INFCR_>TION REQUIRED BY ITEM 7 IS INWRPORATED IIRRFIN BY
REFERCNCE FROM FRICESMART'S ANNUAL REFORM POR THE FISCAL YEAR
ENDED AUGUST 31, 1996
Item 7A. QUantitdtive and Qualitative Diaelo9ure6 About Market Risk
Iteol a. Financial Statements
TME INFORMATION REQUIRED BY ITEM B IS INCORPOWTED HERSIN BY
REFERENCE PROM PRICESNARTIS AMHUAL REPORT POR WE PISChL YEAR
ENDED AUGUST 31, 1998
Item 9. Changes in and Disagreements with Aecoastanta on Accounting and Financial Disclosure
ME INFORMATION REQUIRED BY ITE4 9 IS INCORP shA HEREIN BY ASFEREN,E TAMC PAICSSMAAT'3
ANNUAL REPORT POR ME FISCAL YEAR SNDED AUGUST 31, 1998
Part III
Item 10. Directors and Executive Officers of the Registrant
THE INFORMATION REQUIRED BY ITEM 10 IS INCORPORATED HEREIN BY REFERENCE FROM PRICESMART'S
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCg10LDERS TO BE HELD ON JANUARY 12, 1999
Item 11. Executive Compensation
THE INFORMATION REQUIRED BY ITEM 11 IS INCORPORATED HEREIN BY REFERENCE FROM PRICESMART'S
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCRIOLOERS TO BE HELD ON JANUARY 12, 1999
Item 12. Security O arship of Certain Beneficial Owner$ and Management
THE INFORMATION REQUIRED BY ITEM 12 IS INCORPORATED HEREIN BY REFERENCE FROM PRICESMART'S
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 12, 1999
Item 13. Certain Relationships and Related Transactions
THE INFORMATION REQUIRED BY ITEM 13 IB INCORPORATED HEREIN BY REFERENCE FROM PRICESMAAT`3
PROXY STATEMENT FOR INE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 12, 1999
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Farm s -X
</TABLE.
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10
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13
• PART I 0
ITEM 1. BUSINESS
PriceSmart, Inc. ("PriceSmart" or the "Company"1 was formed in August 1994 as
a subsidiary of Price Enterprises, Inc. ("Price Enterprises" or "PEI") in
connection with the spin off of PEI from Costco Companies, Inc. ("Costco"),
formerly Price/Costco, Inc. PEI began to operate as a separate company from
Costco effective August 29, 1994 and became a separate publicly -traded
company on December 21, 1994. PriceSmart initially operated under the name
Price Quest, Inc. and was subsequently operated under the name PQI, Inc. The
Company changed its name to PriceSmart, Inc. effective June 30, 1997 in
anticipation of the spin-off of the Company from PEI.
In June 1997, the PEI Board of Directors approved, in principle, a plan to
Separate PEI's core real estate business from the merchandising businesses it
operated through a number of subsidiaries. These merchandising businesses
included international merchandising businesses and domestic merchandising
businesses consisting of an auto referral program (the "Auto Referral
Program") and a travel program (the "Travel Program"). To effect such
separation, PEI first transferred to the Company, through a series of
preliminary transactions, the merchandising businesses, certain properties
formerly held for sale by PEI, $58.4 million of cash, and certain notes
receivable. PEI then distributed on August 29, 1997 to PEI's existing
stockholders all of the Company's outstanding Common Stock through a special
dividend (the "Distribution"1.
The Company'a international merchandising businesses focus on emerging
consumer markets in Latin America and Asia. The Company licenses, and in
Panama owns through a joint venture, membership stores using the trade name
"PriceSmart" in most markets and "PriceCostco" in Panama and the Northern
Mariana Islands. The Company's Auto Referral Program and Travel Program offer
discounts on new cars and on travel services to Costco members pursuant to an
agreement with Costco under which the Company is the exclusive provider of
such programs to Costco's members.
BUSINESS STRATEGY
The Company's strategy is to focus on development of the international
merchandising business and to invest in, acquire or create new merchandising
businesses that leverage existing capabilities and provide appropriate
returns for its stockholders. Specifically, key elements of the Company's
business strategy include:
PROVIDE LOWER PRICES IN THE MARKET PLACE. The Company's principal business
philosophy is bringing lower prices to the consumer. Future development of
the Company's business will be directed to markets in which the Company can
compete effectively by lowering the costs of goods and services to consumers.
INCREASE MARKET SHARE IN DEVELOPING MARKETS. The Company believes that it is
well positioned to profit from the growth in developing markets due to its
capital resources and experience with membership stores in Latin America and
Asia. The Company has, and intends to continue, to satisfy the growing demand
for consumer goods in such markets by entering into additional joint venture
relarionships with local business people and opening additional membership
stores through such joint ventures, principally in Latin America. The Company
intends to continue to expand its business in Asia, primarily focusing on
China.
AUTO REFERRAL PROGRAM STRATEGY. T':c Company's strategy for its Auto Referral
Program is to provide a hassle -free, high value Auto Program to Costco
members and to develop and provide the dealership network with affinity
products and services to create additional value to our customers.
In August 1998, the Company entered into an agreement to sell the Auto
Referral Program, effective November 1, 1999. The Company will continue to
own and operate the Program through the expiration of the agreement with
Coatco on October 31, 1999.
TRAVEL PROGRAM STRATEGY. The Company's strategy for its Travel Program is to
provide low prices on travel services for consumers who are customers of
other companies with which the Company has established affinity
relationships. The Company plans to maintain and enhance its relationships
with the travel service providers in order to offer the best possible prices
on travel services to its customers. The Company will continue to operate in
an efficient manner by referring its customers directly to travel service
providers whenever possible. The Company currently provides direct customer
PriceSmart, Inc. • •
4649 Morena Blvd.
San Diego, CA 92117
Tel 858-581-4530
www.pricosmart.com
March 30, 2000
Ms. Cynthia Russell
Director of Administration
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
VIA FACSIMILE: (949) 493-1053
Cynthia:
Per our conversation a couple of days ago, I wanted to provide you with the supporting documentation as to
how PQI, Inc. became PriceSmart, Inc. so you could update your records accordingly.
As such, please find attached a copy of a few pages from our 10-K as filed with the Securities and Exchange
Commission for -the fiscal year ended August 31, 1998 (the fiscal year in which the name changed). This
information is publicly available from the SEC home page at htW://www.sec.gov.
If this is not sufficient, please contact me so we may correct.
Sincerely,
Eric—W. Fangmann
Vice President — Accounting
and Financial Reporting
Attachments
a
MEMORANDUM
TO: Memo to File
FROM: Dawn M. Schanderl, Deputy City Clerk
DATE: June 12, 1996
SUBJECT: PQI, Inc. Assignment
On June 4, 1996, Old Mc, Inc., assigned to PQI, Inc., the existing Promissory Note and the right to
"Auto Tax Revenues".
For original Disposition and Development Agreement please see 600.40, Price Company.
�, 13O Ick- T)G.l. c ho-V-Aw no,*,e-+,�)
r i ce S r ncL Y- t
PI,TRA ,
F meu®vvv Ilmvnnnxv
San Juan Capistrano
Community
Redevelopment
Agency
June 5, 1996
Mr. Joseph R. Satz, Vice President -Counsel
Price Enterprises, Inc.
4649 Morena Boulevard
San Diego, California 92117
Re: Assignment of Promissory Note to PQI. Inc.
Dear Mr. Satz:
At their meeting of June 4,1996, the San Juan Capistrano Community Redevelopment
Agency Board of Directors and the City Council held a joint public hearing regarding
the request of Price Enterprises to assign an existing promissory note and the right to
"Auto Tax Revenues" from Old MC, Inc., to PQI, Inc. Following that hearing, both
agencies adopted Resolutions approving the request.
A copy of Resolution No. CRA 96-6-4-1 and Resolution No. 96-6-4-4 are enclosed for
your information, along with a signed copy of the April 18, 1996 letter, as requested.
Please feel free to contact us if you have any questions.
Very truly yours,
nult
Cheryl Johnswn
Agency Secretary
Enclosure
cc: Douglas Dumhart
32400 Paseo Adelanto
San Juan Capistrano
California 92675
714 - 493-1171
0
PRICE ENTERPRISES, WIN
4649 Morena Blvd., San Diego, CA 92117 is (619) 581-4530
April 18, 1996
Mr. George Scarborough
City Manager
CITY OF SAN JUAN CAPISTRANO
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
RE. SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT
AGENCY (THE "AGENCY")
Dear George:
Reference is made to that certain promissory note, executed by the Agency and payable to The Price Company
dated June 4, 1987 as amended by Amendment to Disposition and Development Agreement and Promissory Note
dated October 1, 1991, and Second Amendment to Disposition and Development Agreement and Promissory Note
dated June 20, 1994.
The Price Company assigned the aforementioned promissory note and the right to "Auto Tax Revenues" to Price
Enterprises, Inc., and subsequently, Price Enterprises, Inc., assigned the promissory note and the right to Auto
Tax Revenues" to Old MC, Inc., a wholly owned subsidiary of Price Enterprises, Inc., which was consented to at
the bottom of my letter to you dated May 2, 1995 (see copy enclosed).
Old MC, Inc., now wishes to assign the promissory note and the right to "Auto Tax Revenues" to PQI, Inc., which is
also a wholly owned subsidiary of Price Enterprises, Inc.
Will you please have the Agency give its consent to the assignment of the promissory note and the right to Auto
Tax Revenues to PQI, Inc., by signing the enclosed copy of this letter at the bottom hereof and return same to me.
Thank you for your cooperation.
hcerely, /�
Joseph J/R/Lvl/S z
V
President -Counsel
encl. ASSIGNMENT CONSENTED TO
cc. Bob Gans
SAN JUAN CAPISTRANO
COM NIT/Y�DEVEL MEN PENCY
by:74,
u
David M. Swerdlin, Chairman 6/4/96
I
Price Real Estate, Inc.
Price Guest, L.L.C.
Price Global Trading, L.L.C.
Price Ventures, Inc.
4649 Morena Blvd.
4649 Morena Blvd.
4649 Morena Blvd.
4649 Morena Blvd.
San Diego, CA 92117
San Diego, CA 92117
San Diego, CA 92117
San Diego, CA 92117
(619 581-4530
(619) 581-4530
(619) 581-4530
(619) 581-4530
F =AM
FAX (619) 581-5950
FAX (619) 581-4707
FAX (619) 581-4707
APR
1 9 1996
i4
3
0
JUNE 4, 1996
• REGULAR MEETING OF THE SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT AGENCY
BOARD OF DIRECTORS
The Regular Meeting of the Board of Directors of the City of San Juan Capistrano Redevelopment
Agency was called to order by Chairman Swerdlin at 7:55 p.m. in the City Council Chamber.
ROLL CALL: PRESENT: David M. Swerdlin, Chairman
Carolyn Nash, Vice Chairman
Collene Campbell, Director
Wyatt Hart, Director
Gil Jones, Director
ABSENT: None
STAFF PRESENT: George Scarborough, Executive Director, Thomas Tomlinson, Deputy Director;
Richard K. Denhalter, Agency Counsel/City Attorney; Cynthia L. Pendleton, Finance Officer; Cheryl
Johnson, Agency Secretary; William Huber, Engineering and Building Director; Joe Arraiiaga, Public
Lands and Facilities Director; Al King, Jr., Community Services Director; Lt. Paul Sullivan, Chief of
MPolice Services; Nancy Bernardi, Recording Secretary.
PUBLIC HEARINGS
1
MC_ INCJPQL INC) (600.40
Proposal:
Consideration of a request from Price Enterprises, Inc. to assign the existing Promissory Note
and right to auto tax revenues from Old MC, Inc. to PQI, Inc., a holding corporation for
accounting and tax purposes.
Applicant:
Price Enterprises, Inc.
4649 Morena Blvd.
San Diego, CA 92117
Written Communication:
Report dated June 4, 1996, from Douglas Dumhart, Management Analyst II, recommending
that the existing Promissory note be assigned to PQI, Inc. The Report explained that this
assignment would allow PQI to receive payments under the Agency's Promissory Note based
0 on the sales tax generated by the entire Price Club Plaza. Should the Price Club close, Price
CRA Minutes -1- 6/4/96
0
Costco would be obligated to pay PQI an amount equal to 72% of the outstanding book
balance of the Promissory Note, reduced by payments to that date.
Mr. Scarborough made an oral presentation.
Public Hearine:
Notice having been given as required by law, Mayor Hart opened the Public Hearing, and
there being no response, closed the hearing with the right to reopen at any time.
Adoption of Resolution Approving the Assignment of the Promissory Note_ and Auto
Tax Revenues to POI. Inc.:
It was moved by Director Nash, seconded by Chairman Swerdlin, that the following
Resolution be adopted:
PLAZA) - A RESOLUTION OF THE SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT AGENCY, APPROVING
ASSIGNMENT OF THE OLD MC, INC. PROMISSORY NOTE TO PQI,
INC. (PRICE CLUB PLAZA).
The motion carried by the following vote:
AYES: Directors Campbell, Hart, Jones, Nash, and Chairman Swerdlin
NOES: None
ABSENT: None
The Agency Chairman was authorized to execute the Assignment on behalf of the Agency.
It was moved by Director Jones, seconded by Director Campbell, that the staff recommendations be
accepted for the following items listed on the Consent Calendar. The motion carried by the following
vote:
AYES: Directors Campbell, Hart, Jones, Nash, and Chairman Swerdlin
NOES: None
ABSENT: None
CRA Minutes -2- 6/4/96
AGENDA ITEM June 4, 1996
TO: George Scarborough, Executive Director
FROM: Douglas D. Dumhart, Management Analyst II
SUBJECT: Joint Public Hearing to Consider Assignment of an Existing Promissory Note from
Old MC, Inc. (a wholly owned subsidiary of Price Enterprises, Inc.) to PQI, Inc.
RECOMMENDATION:
By Motion, adopt the attached Resolution approving the assignment of the Promissory Note and
"auto tax revenues" from Old MC, Inc. to PQI, Inc.
SUMMARY:
Price Enterprises, Inc. is requesting the Redevelopment Agency to assign the existing Promissory
Note and right to "auto tax revenues" with Old MC, Inc. to PQI, Inc. Price Enterprises is currently
in the process of transferring Redevelopment Agency Promissory Notes and other assets to PQI,
Inc., a holding corporation for accounting and tax purposes.
In 1986, the Redevelopment Agency entered into a Disposition and Development Agreement (DDA)
with The Price Company to facilitate the development of the Price Club Plaza. The Price Company
loaned the Agency $5,107,517 to be utilized in part toward the purchase of the site by the Agency,
an Environmental Impact Report, on-site and off-site improvements, and certain development fees.
The repayment of the obligation (Promissory Note) was based on sales tax revenues received by the
City from the Price Club and surrounding stores in the Price Club Plaza. Currently, the repayment
is structured so that the first $450,000 of sales tax flows directly to the Agency. The next $600,000
goes to The Price Company to pay-off the Promissory Note. Any sales tax over $1,050,000 is split
with 50% to the City and 50% to repayment of the Note.
Staff recommends that the Agency adopt the attached Resolution approving the assignment of the
Promissory Note and "auto tax revenues" from Old MC, Inc. to PQI, Inc.
Background: In March 1995, The Price Company transferred the Promissory Note to Price
Enterprises, Inc. Price Enterprises, Inc. created Old MC, Inc. a holding corporation to administer
its City and Agency notes, and other assets for tax and accounting purposes. In July of 1995 Price
Enterprises, Inc. transferred the Promissory Note and other assets to OLD MC, Inc. OLD MC, Inc.
now wishes to assign the promissory note and right to "auto tax revenues" to PQI, Inc. The
assignment of the promissory note would not alter any of the terms and conditions of the original
note.
Price Enterprises, Inc. will own and operate the Price Club Plaza and The Price Company will
continue to own and operate the Price Club and underlying property. The auto parcel is separately
owned and operated by Capistrano Ford.
FOR CITY COUNCIL AGE
Agenda Item
-2-
June 4, 1996
Under this assignment, PQI, Inc. will receive payments under the Agency's Promissory Note based
on the sales tax generated by the whole plaza. Should the Price Club close, Price Costco would be
obligated to pay PQI, Inc. an amount equal to 72% of the outstanding book balance of the
Promissory Note (reduced by payments to that date).
COMMISSIONBOARD REVIEW AND RECOMMENDATIONS:
Not Applicable.
FINANCIAL CONSIDERATIONS:
Price Enterprises Ltd. will be invoiced for the miscellaneous costs of processing this request for
assignment.
NOTIFICATION:
Public Hearing Notices were published in the Capistrano Valley News on May 16 and May 23, 1996.
Notices were also posted in City Hall lobby and the San Juan Capistrano Library. Copies of this
Agenda Item were forwarded to Price Enterprises, Inc.
ALTERNATE ACTIONS:
Adopt the attached Resolution approving the assignment of the promissory note and "auto
tax revenues" from Old MC, Inc. to PQI, Inc. and execute the attached assignment.
2. Do not approve the assignment of the Promissory Note and "auto tax revenues".
Request further information from Staff.
RECOMMENDATION:
By Motion, adopt the attached Resolution approving the assignment of the Promissory Note and
"auto tax revenues" from Old MC, Inc. to PQI, Inc.
Respectfully submitted,
A0 4 "��
Douglas D. Dumhart
Management Analyst II
Exhibits #1 -Resolution
#2 - Promissory Note Assignment Form
i„ ^i_ , q n
RESOLUTION NO. CRA 96-6-4-1
a 7a t
A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY, APPROVING ASSIGNMENT OF THE
OLD MC, INC., PROMISSORY NOTE TO PQI, INC. (PRICE CLUB
PLAZA)
WHEREAS, the Community Redevelopment Agency of the City of San Juan
Capistrano (the "Agency") previously issued a Promissory Note to the Price Company dated June 4,
1987, which was amended on October 1, 1991, and June 20, 1994; and,
WHEREAS, the Promissory Note was issued by the Agency pursuant to a
Disposition and Development Agreement which was executed on June 9, 1986, and the "auto tax
revenue" sharing was approved as the second amendment to the Disposition and Development
Agreement on June 20, 1994; and,
WHEREAS, the Promissory Note and the "auto tax revenue" were assigned from the
Price Company to Price Enterprises, Inc., on March 7, 1995, as a result of the Price Costco merger;
and,
WHEREAS, the Promissory Note and the "auto tax revenues" were assigned from
Price Enterprises, Inc., to Old MC, Inc., on July 18, 1995, for accounting purposes; and,
WHEREAS, the Old MC, Inc., wishes to now assign the Promissory Note and the
right to "auto tax revenues" to PQI, Inc., a corporation created for accounting and tax purposes; and,
WHEREAS, the Agency has duly considered the foregoing and believes that it is in
the best interests of the Agency and the health, safety and welfare of the residents of the City of San
Juan Capistrano, and in accordance with the public purposes and provisions of applicable state and
local law requirements.
NOW, THEREFORE, BE IT RESOLVED, by the San Juan Capistrano Community
Redevelopment Agency Board of Directors, City of San Juan Capistrano, California, as follows:
The Agency Board of Directors hereby approves the assignment of the Promissory
Note and authorizes and directs the Chairman to execute and the Agency Secretary to attest, the
assignment.
9 0
This Resolution shall become effective after its adoption.
PASSED, APPROVED, AND ADOPTED this 4th day of
June .1996.
DAVID M. SWERDLIN, CHAIRMAN
ATTEST:
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
CITY OF SAN JUAN CAPISTRANO )
I, CHERYL JOHNSON, Agency Secretary of the San Juan Capistrano Community
Redevelopment Agency, DO HEREBY CERTIFY that the foregoing is a true and correct copy of
Resolution No. CRA 96-6-4-1 adopted by the San Juan Capistrano Community
Redevelopment Agency Board of Directors at a regular meeting thereof held on the 4th day
of ,lune . 1996, by the following vote:
AYES: Directors Jones, Hart, Nash, Campbell and
Chairman Swerdlin
NOES: None
ABSTAIN: None
ABSENT: None
r
I
1JO�N, AGENCY SECRETARY
-2-
AFFIDAVIT OF PUBLICATION
STATE OF CALIFORNIA
COUNTY OF ORANGE
1 am a chizen of the United States and a resident of
the County aforesaid. I am over the ape of eighteen
years, and not a party to or interested In the above
entitled matter. 1 am the principal clerk of the
Capistrano Valley Howes a newspaper that has
been adjudged to be a newspaper of general
circulation by the Superior Court of the County of
Orange, State of California, on June 7, 1984, Case
No. A-122949 in and for the City of San Juan
Capistrano, County of Orange, State of California;
that the notice, of which the annexed is a true
printed copy has been published in each regular and
entire issue of said newspaper and not in any
supplement thereof on the following dates, to wit:
May 16, 23, 1996
I declare under penalty of perjury that the foregoing
is true and correct.
Executed at Lake Forest. Orange County,
California. on
Date May 23 .1996
S"We
Capistrano Valley News
22481 Aspen
Lake Forest, CA 92630
(714) 768-3631
I*
Space below 104 fNIA'amp Only.
MAY 28 3 is PH '96
CITY CLERK
OE4R61JEr1T
CITY 9'r SAN
JUAN W ISTRIN40
Proof of Publication of
PUBLIC NOTICE
NOTICE OF JOINT
PUBLIC HEARING
CITY OF SAN JUAN®
CAPISTRANO and the
COMMUNITY
REDEVELOPMENT
AGENCY
CONSIDERATION OF A RESOLUTION APPROVING
ASSIGNMENT OF AN EXISTIIJG PROMISSORY NOTE
(OLD MC, INC./ I, INC.)
NOTICE IS HEREBY GIVEN, that on the 4th day of June, 1996,
at 4:00 P.M. in the City Council Chamber, 32409 Paseo Adelanio,
San Juan Capistrano, California, the City Council of the City of
San Joan Capistrano and the San Juan Capistrano Community
Redevelopment Agency will hold a joint public hearing pursuant
to the California Community Redevelopment Law -(Health 6:
SafetyCode Section 33080 et sea) for the purpose of considering
an assignment of the existing promissory tate with Old Mc. Da. to
PQI, Inc.
The Community Redevelopment Agency originally had a prom-
oany note with The Price Company for coals associated with the
development of the Price Club Plass. The Price Company has
lranlbrred real estate, redevelopment agency promissory mates,
and other assets to various subsidiaries of the Prim Enterprises,
Inc. for lax and accounting purposes, The current holder of the
promissory note, Old Mc, Inc., now desires to transfer those m aela
to PQI, Inc. The assignment of the promissory note would not
alter any of the terms and conditions of the original note wholly
owned.
Those desiring to be heard in favor of, or in opposition to, this
Rem will be given an opportunity to d0 an during such hearing or,
prior to the meeting, by writing to the City Council at 32400
Paseo Adelanto; San Juan Capistrano, California, 92675, Atten-
tion: City Clerk. Government Code Section 549575 stipulates that
writings distributed to the legislative body by any person are
public records and an" be made available without delay. If you �
bring written information to the City Council meeting for distri-
hulion to the City Council at such meeting,. pleste provide ad-
ditional copies for distribution to the audience.
For fuller information you may contact Douglas Dund art idthe
. City Manager's Office, at 443-6316.
CHERYL JOHNSON, CITY CLERK
Published: Capistrano Valley News
May 16, 23, 1996 q3-378
NOTICE OF TRANSMITTAL - LEGAL PUBLICATIONS
TO: CAPISTRANO VALLEY NEWS
Jo Ramsey, Legal Publications
FOR PUBLICATION ON:
THURSDAY, MAY 16, 1996
THURSDAY, MAY 23, 1996
DOCUMENT TO BE PUBLISHED: NOTICE OF JOINT PUBLIC HEARING -
CONSIDERATION OF A RESOLUTION
APPROVING ASSIGNMENT OF AN EXISTING
PROMISSORY NOTE (OLD MC, INC.)
PROOF OF PUBLICATION Please send to:
AUTHORIZED BY:
City Clerk's Division, City Hall
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
(714)493-1171
DATE: May 9, 1996
Date of Public Hearing
Date notice published
Date affidavit received
-06/04/96
-05/16/96
-05/23/96
- 15/a6/9d 6z�
Date notice posted in
designated posting places (3) - 05/16/96
Date notice posted on property - N/A
Date of mailing notice to
interested parties -05/16/96
Date notice transmitted to
City Manager's Office -05/09/96
Charge Account No. x
1
0 0
NOTICE OF JOINT
PUBLIC HEARING
CITY OF SAN JUAN CAPISTRANO and the
COMMUNITY REDEVELOPMENT AGENCY
CONSIDERATION OF A RESOLUTION APPROVING ASSIGNMENT
OF AN EXISTING PROMISSORY NOTE (OLD MC, INC./PQI, INC.)
NOTICE IS HEREBY GIVEN, that on the 4th day of June, 1996, at 7:00 P.M. in the City
Council Chamber, 32400 Paseo Adelanto, San Juan Capistrano, California, the City Council
of the City of San Juan Capistrano and the San Juan Capistrano Community Redevelopment
Agency will hold a joint public hearing pursuant to the California Community Redevelopment
Law (Health & Safety Code Section 33000 et seq) for the purpose of considering an assignment
of the existing promissory note with Old Mc, Inc. to PQI, Inc.
The Community Redevelopment Agency originally had a promissory note with The Price
Company for costs associated with the development of the Price Club Plaza. The Price
Company has transferred real estate, redevelopment agency promissory notes, and other assets
to various subsidiaries of the Price Enterprises, Inc. for tax and accounting purposes. The
current holder of the promissory notes, Old Mc, Inc., now desires to transfer those assets to
PQI, Inc. The assignment of the promissory note would not alter any of the terms and
conditions of the original note wholly owned.
Those desiring to be heard in favor of, or in opposition to, this item will be given an
opportunity to do so during such hearing or, prior to the meeting, by writing to the City
Council at 32400 Paseo Adelanto, San Juan Capistrano, California 92675, Attention: City
Clerk. Government Code Section 54957.5 stipulates that writings distributed to the legislative
body by any person are public records and shall be made available without delay. If you bring
written information to the City Council meeting for distribution to the City Council at such
meeting, please provide additional copies for distribution to the audience.
For further information you may contact Douglas Dumhart of the City Manager's Office, at
443-6316.
CHERYL JCMNSON, CITY CLERK
FOR OFFICE USE ON,.:
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SAN JUAN CAPISTRANO
ss. AFFIDAVIT OF POSTING
AND PUBLICATION
I, CHERYL JOHNSON, declare that I am the duly appointed and qualified City
Clerk of the City of San Juan Capistrano; that on May 16, 1996, 1 caused the above Notice to
be posted in three (3) public places in the City of San Juan Capistrano, to wit:
City Hall;
Old Fire Station Recreation Complex;
Orange County Public Library
AND, that on May 16, 1996, and May 23, 1996, the above Notice was published in the
Capistrano Valley News newspaper.
I declare under penalty of perjury that the foregoing is true and correct.
City of San Juan Capistrano
California
9
Joint Public Hearing - June 4, 1996, Cc
Approving Assignment of An Exsisting P
Mailing List
Mr. Joseph R. Satz
Vice President - Counsel
Price Enterprises, Inc.
4649 Morena Boulevard
San Diego, CA 92117