-----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, SEWne7AbN2/UEMgg5O6ukHrOE2Jv1tpmb5kqnM0GNrGCfQQ/xRvnPj5KVLGaHlnE AM+SIaYhOkvfQp9YSelDhQ== 0000950116-98-001480.txt : 19980714 0000950116-98-001480.hdr.sgml : 19980714 ACCESSION NUMBER: 0000950116-98-001480 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980710 SROS: NONE 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 SEC ACT: SEC FILE NUMBER: 005-47069 FILM NUMBER: 98664701 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: READYCASH INVESTMENT PARTNERS LP CENTRAL INDEX KEY: 0001065594 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 4TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2157319450 MAIL ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 4TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19102 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TRM COPY CENTERS CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 8762636105 (CUSIP Number) With Copies to: Daniel G. Cohen J. Baur Whittlesey, Esquire ReadyCash Investment Partners, L.P. Ledgewood Law Firm, P.C. c/o ReadyCash GP Corp. 1521 Locust Street - 8th Fl. 1521 Locust Street Philadelphia, PA 19102 Philadelphia, PA 19103 (215) 731-9450 (215) 546-5005 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 24, 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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent. The remainder of this cover 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). _______________________________________________________________________________ CUSIP No. 8762636105 _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ReadyCash Investment 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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 2,465,200(1) BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 1,412,300 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,412,300 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT (1) Consists of 1,015,872 shares of Common Stock issuable upon conversion of Series A Preferred Stock of the Issuer held by the Reporting Person, (ii) 396,428 shares of Common Stock issuable upon exercise of Warrants held by the Reporting Person and (iii) 1,052,900 shares of Common Stock as to which the Reporting Person has a three year irrevocable proxy. Excludes 423,280 shares of Series A Preferred Stock (convertible to 317,460 shares of Common Stock) held by a third party as to which the Reporting Person has a three-year irrevocable proxy since such proxy automatically terminates upon conversion of the Series A Preferred Stock to Common Stock. Item 1. Security and Issuer This statement relates to the Common Stock, no par value, of TRM Copy Centers Corporation (the "Issuer" or "TRM"). The principal executive offices of the Issuer are located at 5208 NE 122nd Avenue, Portland, Oregon 97230-1074. Item 2. Identity and Background This Statement is being filed by ReadyCash Investment Partners, L.P. ("RCIP"), a Delaware limited partnership, whose principal office is located at 1521 Locust Street, Philadelphia, Pennsylvania 19102. The General Partner of RCIP is ReadyCash GP Corp. (?RCGP?), a Delaware corporation, whose principal office is located at the same address. Edward E. Cohen, Daniel G. Cohen and Jeremy Hirsh, are the sole executive officers and directors of RCGP. Edward E. Cohen is the Chairman, Chief Executive Officer and a director of Resource America, Inc., 1521 Locust Street, Philadelphia, Pennsylvania 19102, a specialty finance company engaged primarily in real estate finance and equipment leasing. Daniel G. Cohen is the President and a director of such company. Jeremy Hirsh is an analyst with such company. All such persons are United States citizens. None of such persons, has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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 RCIP acquired 1,777,778 shares of Issuer's Series A Preferred Stock ("Preferred Stock") and Warrants to purchase 500,000 shares of Common Stock ("Warrants") for $20,000,000. Simultaneously with the acquisition from the Issuer, RCIP sold 423,280 shares of Preferred Stock and Warrants to acquire an aggregate of 103,572 shares of Issuer's Common Stock to FBR Financial Fund II, L.P, for $5,000,000. The $15,000,000 balance of the purchase price was derived from the capital contributions of RCIP's limited partners, which were made for such purpose. The limited partners of RCIP are as follows: Laifer Capital Management, Wellington Management Company LLP, Geller & Friend Capital, Seneca Capital, L.P., Boston Provident Partners, L.P., Deltec Asset Management, Hillary Ballon, Laurence Fink, Donald G. Dropkin and Ernest C. Frohboese. The Preferred Stock and the Warrants were acquired from the Issuer in a negotiated transaction. Each share of Preferred Stock has one vote, and votes together with the Common Stock as a single class on all matters. Under the terms of the Preferred Stock, each share is convertible at any time at the option of the holder into .7499997 of a share of the Issuer's Common Stock, while the Warrants are exercisable at $15.00 per share at any time at the option of the holder. In addition, each share of the Preferred Stock is automatically converted into .7499997 shares of the Issuer's Common Stock if the last bid price quoted in the Nasdaq System as of 4:00 p.m. for the Issuer's Common Stock is at least $20.00 for a period of 90 consecutive calendar days commencing after June 30, 1999. The conversion ratio and the exercise prices are adjusted for any combination or subdivision of shares, stock dividend, stock split or recapitalization. In connection with the transaction, Messrs. Edwin S. Chan, Sherman M. Coe and Donald L. Van Maren resigned from the Issuer's Board of Directors (the "Board") effective as of the Closing Date, the Issuer's Board was increased to nine members, and Messrs. Daniel G. Cohen, Edward E. Cohen, Joseph G. Denton, Kent A. Godfrey, Joel R. Mesznik and Kenneth L. Tepper were elected to the Board. Pursuant to the terms of the transaction, Messrs. Daniel G. Cohen and Edward E. Cohen were designated by RCIP to be nominated for election to the Board, and the nominations of Messrs. Denton, Godfrey, Mesznik and Tepper were approved by RCIP. Messrs. Denton, Godfrey, Mesznik and Tepper are not affiliated with RCIP. Item 4. Purpose of Transaction The purpose of the transaction is to enable the Issuer to finance the formation and development of a new automated teller machine business. The financing involved the issuance of a new series of Preferred Stock and the Warrants and certain changes to the Issuer's board of directors, each as described in item 3, above. Item 5. Interest in Securities of the Issuer (a) RCIP has the sole power to vote and dispose of the Preferred Stock held by it and the Common Stock issuable upon exercise of the Warrants, which constitute approximately 18.9% of the voting power of the Issuer's capital stock. However, upon conversion of the Preferred Stock to Common Stock, RCIP will automatically dissolve and its assets and will be distributed to the limited partners referred to in item 2. In addition, RCIP holds irrevocable three year proxies to vote (i) 1,052,900 shares of the Common Stock held by Laifer Capital Management Inc. and (ii) 423,280 shares of Preferred Stock held by FBR Financial Fund II, L.P., constituting an additional 15.9% of the voting power of the Issuer's capital stock. Each such proxy terminates on the earlier of June 24, 2001 or the conversion of the Preferred Stock to Common Stock. (b) Laifer Capital Management, Inc., 45 West 45th Street, New York, New York 10022, an investment management firm, has sole dispositive power of the securities held by it. FBR Financial Fund II, L.P., 1001 19th Street North, Arlington, Virginia 22209, an investment firm, has sole dispositive power with respect to the securities owned by it. RCIP is unaware of any legal proceedings against Laifer or FBR Financial of the type set forth in items 2(d) or 2(e). (c) None (d) None (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer For a description of the terms of the Preferred Stock and the Warrants, see item 2, above. For a description of the terms under which RCIP may be dissolved, and its assets distributed to its limited partners, prior to its July 31, 2001 termination date, see item 5, above. RCIP's Agreement of Limited Partnership provides for the allocation of 0.1% of profit and loss to its general partner. Item 7. Materials to be Filed as Exhibits None 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. ReadyCash Investment Partners, L.P. By: ReadyCash GP Corp. By: /s/ Daniel G. Cohen ---------------------------------- DANIEL G. COHEN, PRESIDENT READYCASH GP CORP., G.P. July 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----