0001144204-11-050535.txt : 20110830 0001144204-11-050535.hdr.sgml : 20110830 20110830152847 ACCESSION NUMBER: 0001144204-11-050535 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110830 DATE AS OF CHANGE: 20110830 GROUP MEMBERS: LAMPE, CONWAY & CO., LLC GROUP MEMBERS: RICHARD F. CONWAY GROUP MEMBERS: STEVEN G. LAMPE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Access to Money, Inc. CENTRAL INDEX KEY: 0000749254 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 930809419 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47069 FILM NUMBER: 111065735 BUSINESS ADDRESS: STREET 1: 1101 KINGS HIGHWAY N STREET 2: SUITE G100 CITY: CHERRY HILL STATE: NJ ZIP: 08034 BUSINESS PHONE: 8008778762X2718 MAIL ADDRESS: STREET 1: 1101 KINGS HIGHWAY N STREET 2: SUITE G100 CITY: CHERRY HILL STATE: NJ ZIP: 08034 FORMER COMPANY: FORMER CONFORMED NAME: TRM CORP DATE OF NAME CHANGE: 19980928 FORMER COMPANY: FORMER CONFORMED NAME: TRM COPY CENTERS CORP DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: ALL COPY CORP DATE OF NAME CHANGE: 19911216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LC CAPITAL MASTER FUND LTD CENTRAL INDEX KEY: 0001222051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O LAMPE CONWAY & CO LLC STREET 2: 730 FIFTH AVENUE STE 1002 CITY: NEW YORK STATE: NY ZIP: 10019-4105 BUSINESS PHONE: 2125818989 MAIL ADDRESS: STREET 1: C/O TRIDENT FUND SERVICES (BVI) LIMITED STREET 2: PO BOX 146, WATERFRONT DR, WICKHAMS CAY CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 SC 13D/A 1 v233826_sc13da.htm FORM SC 13D/A Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)

ACCESS TO MONEY, INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
872636105
(CUSIP Number)
 
Lampe, Conway & Co., LLC
680 Fifth Avenue — 12th Floor
New York, New York 10019-5429
Tel: (212) 581-8989
 
(Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications)
 
August 30, 2011
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨
 
 
 
 

CUSIP No. 23962Q100
Page 2 of 8
 
1
NAMES OF REPORTING PERSONS
 
LC Capital Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  (a)  ¨ 
  (b) x 
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS (see instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨ 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
10,997,903
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
10,997,903
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,997,903
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
 
¨ 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.4%
14
TYPE OF REPORTING PERSON (see instructions)
 
CO
 
 
 
 
 
CUSIP No. 23962Q100
Page 3 of 8
 
1
NAMES OF REPORTING PERSONS
 
Lampe, Conway & Co., LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  ¨
 
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
11,124,903
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
11,124,903
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,124,903
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.8%
14
TYPE OF REPORTING PERSON (see instructions)
 
OO, IA
 
 
 
 
 
CUSIP No. 23962Q100
Page 4 of 8
 
1
NAMES OF REPORTING PERSONS
 
Steven G. Lampe
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  ¨
 
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
11,124,903
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
11,124,903
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,124,903
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.8%
14
TYPE OF REPORTING PERSON (see instructions)
 
IN, HC
 
 
 
 

CUSIP No. 23962Q100
Page 5 of 8
 
1
NAMES OF REPORTING PERSONS
 
Richard F. Conway
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a)  ¨
 
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (see instructions)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
11,124,903
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
11,124,903
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,124,903
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.8%
14
TYPE OF REPORTING PERSON (see instructions)
 
IN, HC
 
 
 
 

CUSIP No. 23962Q100
Page 6 of 8
 
Item 1.  Security and Issuer.

This Amendment No. 7 to Schedule 13D, which amends the Amendment No. 6 to Schedule 13D dated August 17, 2011, relates to the shares of common stock of Access to Money, Inc., a Delaware corporation (the “Issuer”), and is being filed pursuant to Rule 13d-1 and Rule 13d-2, as applicable, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The principal executive offices of the Issuer are located at 1101 Kings Highway N, Suite G100, Cherry Hill, NJ 08034.

Item 2.  Identity and Background.

N/A.

Item 3.  Source and Amount of Funds or Other Consideration.

N/A.

Item 4.  Purpose of Transaction.

N/A.

Item 5.  Interest in Securities of the Issuer.

N/A.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and revised:

In August 2011, Cardtronics USA, Inc., (“Cardtronics”), a wholly-owned subsidiary of Cardtronics, Inc. (the “Parent”), CATM Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Cardtronics, the Issuer and LC Capital Master Fund, Ltd. (the “Master Fund”) entered into an Agreement and Plan of Merger (the “Agreement”). The Agreement has been approved by the Boards of Directors of both the Parent and the Issuer. The completion of the transaction is subject to approval by a majority of the shareholders of the Issuer and certain other customary closing conditions.

At the effective time of the Merger (as defined below), each share of the common stock of the Issuer will be converted into the right to receive $0.285 in cash. Total cash consideration to be paid at closing, for both the common stock and retirement of all outstanding indebtedness of the Issuer, is approximately $21.2 million.  In connection with the closing of the Merger, the unpaid principal and interest outstanding under the Amended and Restated Loan and Security Agreement, dated September 3, 2010, by and among the Issuer, the Master Fund, Cadence Special Holdings II, LLC, Lampe, Conway & Co., LLC, as administrative and collateral agent, and the other signatories thereto, as amended, including any and all fees and penalties, will be paid in full.   Pursuant to the Agreement, the Master Fund agreed (i) to vote its shares of the Issuer that the Master Fund owns in favor of the Merger, (ii) to irrevocably appoint Cardtronics as proxy to vote the shares of the Issuer that the Master Fund owns in favor of the Merger, and (iii) to not dispose of the shares of the Issuer that the Master Fund owns.

The Agreement provides for a business combination whereby Merger Sub will merge with and into the Issuer (the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub will cease and the Issuer will be the surviving corporation in the Merger, but will become a wholly-owned subsidiary of Cardtronics.  Additionally, in connection with the Agreement, Master Fund and another investor have agreed to indemnify Cardtronics for up to $250,000 of expenses incurred by Cardtronics in connection with any post closing obligations related to any outstanding warrants of the Issuer. The Master Fund agreed to indemnify for $200,000 of the $250,000.
 
 
 
 

CUSIP No. 23962Q100
Page 7 of 8

The Agreement contains customary representations and warranties, covenants and indemnification obligations of the parties. The Agreement may be terminated prior to closing pursuant to termination provisions that are typical of a transaction of this type, including the right of either party to terminate the Agreement if the closing has not occurred by December 31, 2011. The parties currently anticipate that this transaction will be completed early in the fourth quarter of 2011.

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Agreement, which is incorporated herein by reference to Exhibit 2.1 to the Issuer’s Form 8-K filed on August 17, 2011. It is not intended to provide any other factual information about Cardtronics, the Parent or the Issuer.  The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement.  The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, and such subsequent information may or may not be fully reflected in subsequent public disclosures.

Item 7.  Material to be Filed as Exhibits

N/A.
 
 
 
 

CUSIP No. 23962Q100
Page 8 of 8

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: August 30, 2011

 
LC CAPITAL MASTER FUND, LTD.
   
 
By:
 /s/ Richard F. Conway
 
Name: Richard F. Conway
 
Title: Director
   
 
LAMPE, CONWAY & CO., LLC
   
 
By:
 /s/ Richard F. Conway
 
Name: Richard F. Conway
 
Title: Managing Member
   
 
By:
 /s/ Steven G. Lampe
 
Name: Steven G. Lampe
   
 
By:
 /s/ Richard F. Conway
 
Name: Richard F. Conway