-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BPuEY5rFOrsnnkQdC7P7uJab9K4euF3WZgFuc1cT7zRPEiWCv3/Q/RwM6uAw88M5 pyxSLEPU4CR4i+cA7jKwZw== 0000889812-98-001682.txt : 19980707 0000889812-98-001682.hdr.sgml : 19980707 ACCESSION NUMBER: 0000889812-98-001682 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980706 SROS: NASD GROUP MEMBERS: HILLTOP PARTNERS, L.P. GROUP MEMBERS: LAIFER CAPITAL MANAGMENT INC GROUP MEMBERS: LANCE LAIFER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRM COPY CENTERS CORP CENTRAL INDEX KEY: 0000749254 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 930809419 STATE OF INCORPORATION: OR FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47069 FILM NUMBER: 98660426 BUSINESS ADDRESS: STREET 1: 5208 N E 122ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97230-1074 BUSINESS PHONE: 5032578766 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAIFER CAPITAL MANAGMENT INC CENTRAL INDEX KEY: 0000901103 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 114 WEST 47TH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-921-4139 MAIL ADDRESS: STREET 1: 114 WEST 47TH STREET 26TH FLOOR STREET 2: 114 WEST 47TH STREET 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: LAIFER INC DATE OF NAME CHANGE: 19930419 SC 13D/A 1 AMENDMENT NO. 7 TO STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* TRM Copy Centers Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 8762636105 (CUSIP Number) Mr. Lance Laifer Gerald Adler Laifer Capital Management, Inc. Shereff, Friedman, Hoffman & Goodman, LLP Hilltop Partners, L.P. 919 Third Avenue 45 West 45th Street New York, New York 10022 New York, New York 10036 (212) 758-9500 (212) 921-4139 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 29, 1998 (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 statement because of Rule 13d-1(b) (3) or (4), check the following: [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 ("Act") 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). SCHEDULE 13D CUSIP No. 872636105 Page 2 of Pages -------------------- --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hilltop Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 709,063 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 709,063 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 709,063 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7 SCHEDULE 13D CUSIP No. 872636105 Page 3 of Pages -------------------- --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Laifer Capital Management, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 912,471 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 912,471 10 SHARED DISPOSITIVE POWER 516,992 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,429,463 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.2% 14 TYPE OF REPORTING PERSON* CO, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7 SCHEDULE 13D CUSIP No. 872636105 Page 4 of Pages -------------------- --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lance Laifer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 912,471 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 912,471 10 SHARED DISPOSITIVE POWER 516,992 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,429,463 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.2% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7 SCHEDULE 13D AMENDMENT NO. 7 TRM COPY CENTERS CORPORATION This Amendment No. 7 to the Statement on Schedule 13D amends and supplements the Statement on Schedule 13D relating to the event date of March 29, 1996 (the "Schedule 13D"), Amendment No. 1 to the Schedule 13D relating to the event date of March 21, 1997, Amendment No. 2 to the Schedule 13D relating to the event date of June 4, 1997, Amendment No. 3 to the Schedule 13D relating to the event date of August 15, 1997, Amendment No. 4 to the Schedule 13D relating to the event date of September 9, 1997, Amendment No. 5 to the Schedule 13D relating to the event date of October 10, 1997 and Amendment No. 6 to the Schedule 13D relating to the event date of June 18, 1998 filed by Hilltop Partners, L.P., Laifer Capital Management, Inc. and Lance Laifer (the "Reporting Persons") relating to the common stock (the "Common Stock") of TRM Copy Centers Corporation (the "Issuer"). The address of the Issuer is 5208 N.E. 122nd Avenue, Portland, Oregon 97230. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: (a) Hilltop is the beneficial owner of 709,063 shares (9.8%) of Common Stock, comprised of 563,400 shares of Common Stock, 112,762 shares of Series A Stock (as defined below), three-year Warrants (as defined below) to purchase 42,063 shares of Common Stock and seven-year Warrants to purchase 19,028 shares of Common Stock. Laifer Capital Management, Inc. is the beneficial owner of 1,429,463 shares (19.2%) of Common Stock, comprised of 1,052,900 shares of Common Stock, 313,228 shares of Series A Stock, three-year Warrants to purchase 88,786 shares of Common Stock and seven-year Warrants to purchase 52,856 shares of Common Stock. The 1,429,463 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. include: (i) 709,063 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. in its capacity as General Partner of and Investment Advisor to Hilltop, which shares have been described in the previous paragraph; and (ii) 720,400 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. in its capacity as investment advisor to (A) various Wolfson family entities ("Wolfson"), One State Street Plaza, New York 10004-1505 and (B) Hilltop Offshore Limited ("Offshore"), a Cayman Islands company, c/o Consolidated Fund Management Limited, P.O. Box HM 2257, Par La Ville Place, Par La Ville Road, Hamilton HMJX, Bermuda (Wolfson and Offshore are collectively referred to herein as the "Clients"). 5 Lance Laifer, as sole Director and principal stockholder of Laifer Capital Management, Inc., is the beneficial owner of the 1,429,463 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. as described above. The number of shares beneficially owned by each of the Reporting Persons and the percentage of outstanding shares presented thereby, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership of the Reporting Persons is based on 7,056,811 outstanding shares of Common Stock on May 29, 1998 as reported in the Issuer's Proxy Statement dated June 5, 1998. (b) Subject to the Proxy described in Item 6, Hilltop has the sole power (i) to vote or to direct the voting of and (ii) to dispose and to direct the disposition of the 709,063 shares of Common Stock beneficially owned by it. Hilltop's power to vote and dispose of its shares rests with Laifer Capital Management, Inc., in its capacity as Hilltop's General Partner. Subject to the Proxy described in Item 6, Laifer Capital Management, Inc. has the sole power (i) to vote and to direct the voting of and (ii) to dispose and direct the disposition of the 709,063 shares of Common Stock beneficially owned by it in its capacity as the General Partner of Hilltop. Subject to the Proxy described in Item 6, Laifer Capital Management, Inc. has the sole power (i) to vote and to direct the voting of and (ii) to dispose and direct the disposition of the 203,408 shares of Common Stock owned by Offshore. Laifer Capital Management, Inc. shares with Wolfson the power to dispose and direct the disposition of the 516,992 shares of Common Stock owned by Laifer Capital Management, Inc. in its capacity as Investment Advisor to Wolfson. Subject to the Proxy described in Item 6, Wolfson retains the sole power to vote and direct the voting of the shares of Common Stock owned by it. (c) As the Issuer has previously disclosed, on June 29, 1998, ReadyCash Investment Partners, L.P. ("ReadyCash") purchased from the Issuer 1,777,778 shares of Series A Preferred Stock of the Issuer ("Series A Stock") and warrants to purchase an aggregate of 500,000 shares of Common Stock at an exercise price of $15.00 per share (the "Warrants") for an aggregate purchase price of $20,000,000 (the "Transaction"). Each share of Series A Stock is convertible at any time at the election of its holder, into 0.7499997 shares of Common Stock. Laifer Capital Management, Inc. was allocated three-year Warrants to purchase 65,000 shares of Common Stock by ReadyCash. Laifer Capital Management, Inc. further allocated such Warrants to Hilltop and the Clients pro-rata in accordance with the total equity of their portfolio. In addition, Hilltop and the Clients subscribed for an aggregate of $3,700,000 of limited partnership interests in ReadyCash (or approximately 17.6% of the total of $21,000,000 of limited partnership interests). The Reporting Persons have also granted an irrevocable proxy to the general partner of ReadyCash to vote all securities of the Issuer held by such Reporting Persons (the "Proxy"). (d) Not applicable. (e) Not applicable. 6 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended to add the following: The Reporting Persons have granted an irrevocable proxy to ReadyCash GP Corp., the general partner of ReadyCash, with respect to securities of the Issuer. Upon the consummation of the Transaction, Laifer Capital Management, Inc. was allocated three-year Warrants to purchase 65,000 shares of Common Stock by ReadyCash. Laifer Capital Management, Inc., upon receipt of the 65,000 Warrants, further allocated such Warrants to Hilltop and the Clients pro-rata in accordance with the total equity of their portfolio. In addition, Hilltop and the Clients subscribed for an aggregate of $3,700,000 of limited partnership interests in ReadyCash ("Limited Partnership Interests"), which acquired Series A Stock and Warrants upon the consummation of the Transaction. The 65,000 Warrants and the Series A Stock and Warrants allocable to the Limited Partnership Interests are reflected in the Reporting Persons' beneficial ownership in Item 5 and the cover pages hereto. 7 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: July 2, 1998 HILLTOP PARTNERS, L.P. By: LAIFER CAPITAL MANAGEMENT, INC., as General Partner By: /s/ Lance Laifer ---------------- Lance Laifer, President LAIFER CAPITAL MANAGEMENT, INC. By: /s/ Lance Laifer ---------------- Lance Laifer, President /s/ Lance Laifer ---------------- LANCE LAIFER 8 -----END PRIVACY-ENHANCED MESSAGE-----