-----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, DK+qcGl7ZX0wkFQKyjDE4n9jvIi/bJHu8X5UWZ8FEOHm8BVytUj1AXxFi6Rk+iuR LH8REZJmenPjZyNuVpuGXw== 0000950147-99-000454.txt : 19990512 0000950147-99-000454.hdr.sgml : 19990512 ACCESSION NUMBER: 0000950147-99-000454 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RENT A WRECK OF AMERICA INC CENTRAL INDEX KEY: 0000763567 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 953926056 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36720 FILM NUMBER: 99617500 BUSINESS ADDRESS: STREET 1: 11460 CRONRIDGE DRIVE SUITE 118 CITY: OWINGS MILLS STATE: MD ZIP: 21117 BUSINESS PHONE: 4105815755 MAIL ADDRESS: STREET 1: 11460 CRONRIDGE DRIVE STE 118 CITY: OWINGS MILLS STATE: MD ZIP: 21117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RICHTER WILLIAM L CENTRAL INDEX KEY: 0001032113 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O RICHTER & COMPANY STREET 2: 450 PARK AVE 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124216300 MAIL ADDRESS: STREET 1: 450 PARK AVE 28TH FLOOR STREET 2: WILLIAM RICHTER RICHTER & INC CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6 )* RENT-A-WRECK OF AMERICA, INC. ----------------------------- (NAME OF ISSUER) COMMON STOCK ------------------------------ (TITLE OF CLASS OF SECURITIES) 760098-10-3 (CUSIP NUMBER) WILLIAM L. RICHTER, RICHTER & CO., INC. 450 PARK AVENUE, 28TH FLOOR, NEW YORK, NEW YORK 10022; (212) 421-6300 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notes and Communications) MARCH 5, 1999 ----------------------------- (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 o. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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). (Continued on following page(s)) Page 1 of 12 Pages SCHEDULE 13D - --------------------- ------------------- CUSIP NO. 760098-10-3 13D PAGE 2 OF 12 PAGES - --------------------- ------------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WILLIAM L. RICHTER ###-##-#### -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] -------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------- 6 CITZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,075,631 (including shares shown on pages 3-4 hereof) NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,200 OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,734,006 (including shares shown on pages 3-4 hereof) PERSON --------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,200 --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,076,831 -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.9% -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------- SCHEDULE 13D - --------------------- ------------------- CUSIP NO. 760098-10-3 13D PAGE 3 OF 12 PAGES - --------------------- ------------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RICHTER INVESTMENT CORP. -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] -------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------- 6 CITZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,702,100 (including shares shown on page 4 hereof) NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,360,475 (including shares shown on page 4 hereof) PERSON --------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,702,100 -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.6% -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------- SCHEDULE 13D - --------------------- ------------------- CUSIP NO. 760098-10-3 13D PAGE 4 OF 12 PAGES - --------------------- ------------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RICHTER & CO., INC. -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] -------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------- 6 CITZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------- 7 SOLE VOTING POWER 296,375 NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 296,375 PERSON --------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 296,375 -------------------------------------------------------------------------- 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% -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BD, CO -------------------------------------------------------------------------- ITEM 1. SECURITY AND COMPANY. This Statement relates to Common Stock, par value $.01 per share (the "Common Stock"), of Rent-A-Wreck of America, Inc. (the "Company" or the "Issuer"). The principal executive offices of the Company are located at 11460 Cronridge Drive, Suite 120, Owings Mills, Maryland 21117. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed by: (a) William L. Richter, Richter Investment Corp., a Delaware corporation ("RIC"), and Richter & Co., Inc., a Delaware corporation ("RCI") (collectively, the "Reporting Persons"). (b) Principal business and office addresses for Reporting Persons : Richter & Co., Inc. 450 Park Avenue, 28th Floor New York, New York 10022. (c) William L. Richter is President of RCI, which is a broker-dealer wholly owned by RIC, a holding company. Mr. Richter is a director and Vice Chairman of the Company. He is a director and Co-Chairman of Avesis Incorporated, which markets and administers discount benefit programs. Mr. Richter is Senior Managing Director of Cerberus Capital Management, L.P., which manages a group of private investment funds and related entities. The names, residence or business addresses and present principal occupation or employment of the executive officers and directors of Richter Investment Corp. and Richter & Co, Inc. are set forth in Appendix 1 hereto and incorporated herein by this reference. (d) To the best of the Reporting Persons' knowledge, during the last five years, none of the persons named in this Item 2 or in Appendix 1 hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) To the best of the Reporting Persons' knowledge, during the last five years, none of the persons named in this Item 2 or in Appendix 1 hereto has been 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. (f) All individuals named in this Item 2 or in Appendix 1 hereto are citizens of the United States. Page 5 of 12 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This Statement is being filed to reflect changes in beneficial ownership and voting power of the Reporting Persons that have occurred as a result of the Company's continuing program to repurchase Common Stock and Series A Convertible Preferred Stock (the "Preferred Stock") funded from the Company's working capital. Consequently, the changes in beneficial ownership and voting power reported in this Statement are not the result of any expenditures of funds by the Reporting Persons, but rather resulted from the Company's repurchasing shares of its Common and Preferred Stock from shareholders, including shareholders that have granted RIC a proxy to vote their shares, other than the Reporting Persons. ITEM 4. PURPOSE OF TRANSACTION. The disposition of shares reported herein was not the result of actions on the part of the Reporting Persons, but rather resulted from the Company's repurchasing shares of Common Stock and Preferred Stock pursuant to an established repurchase program. Pursuant to that program, the most recent purchase occurred on March 5, 1999. The Company has repurchased 429,175 shares of Common Stock and 247,500 shares of Preferred Stock since the Reporting Persons filed their last amendment to Schedule 13D on August 29, 1997. Because certain of the repurchased shares of Preferred Stock, which are convertible one-to-one into shares of Common Stock, were subject to a proxy held by RIC prior to their repurchase by the Company, such repurchases decreased the number of common shares over which RIC had voting power (and over which William L. Richter indirectly had voting power because of his control of RIC) by 247,500 shares. Despite this decrease in the number of shares over which William L. Richter held voting power, and thereby beneficially owned for purposes of Schedule 13D, Mr. Richter's aggregate percentage of beneficial ownership increased from 38.1% to 40.9% from the last amendment to Schedule 13D filed by the Reporting Persons on August 29, 1997 to this current Statement. This was the result of the above described decrease in aggregate beneficial holdings and an even greater decrease in shares of Preferred and Common Stock outstanding as a result of the Company's repurchase program. Shares of Common Stock outstanding on a fully diluted basis decreased from 5,693,892 as of August 29, 1997 to 5,073,217 as of March 5, 1999. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. (a) The aggregate number and percentage of Common Stock beneficially owned by William L. Richter are 2,076,831 (including the securities referred to in the next sentence) and 40.9%, respectively. RIC is the beneficial owner of 1,702,100 shares of Common Stock or 33.6% (including the securities referred to in the next sentence). RCI is the beneficial owner of 296,375 shares of Common Stock or 5.8%. The shares held by RCI include 170,375 shares of Common Stock held directly; and warrants for 36,000 shares of Common Stock and options for 20,000 shares of Common Stock exercisable Page 6 of 12 Pages at $1.00 per share. (RCI also holds warrants for 45,000 shares and options for 25,000 shares exercisable at $1.15 per share on July 1, 2002, subject to accelerated vesting upon the Company's meeting certain performance targets.) The shares held by RIC include the shares held by RCI, its wholly owned subsidiary, and 1,084,125 shares of Preferred Stock deemed beneficially owned by RIC due to a proxy held by RIC to vote such shares. RIC also has investment control over 550,000 of the shares of Preferred Stock referred to in the previous sentence. The shares held by Mr. Richter include the shares held by RIC and RCI (due to Mr. Richter's positions as an executive officer and director of such corporations); 289,531 shares of Common Stock held directly or through Mr. Richter's Individual Retirement Account; 178,750 shares of Preferred Stock; 1,200 shares of Common Stock held by Mrs. Richter's IRA; and warrants to acquire 24,000 shares of Common Stock and options to acquire 13,334 shares of Common Stock exercisable at $1.00 per share. The shares of Preferred Stock described in this paragraph are also included in the number of shares deemed to be owned by RIC in the previous paragraph due to RIC's proxy. (Richter also holds warrants to acquire 30,000 shares of Common Stock and options to acquire 16,666 shares of Common Stock exercisable at $1.15 per share on July 1, 2002, subject to accelerated vesting upon the Company's meeting certain performance targets.) (b) See Items 7 through 10 on the Cover Pages of this Amendment No. 6 to Schedule 13D. (c) The following transactions with respect to the Company's securities and involving the Reporting Persons have taken place during the preceding 60 days: (i) On February 5, 1999, the Company repurchased 68,750 shares of Preferred Stock from stockholders unrelated to the Reporting Persons for $1.60 per share. The repurchase was funded out of the Company's working capital and effected via a transfer agent. Because RIC held proxy power over these shares prior to their repurchase, upon their repurchase, the shares were no longer subject to the proxy held by RIC and are, therefore, no longer deemed to be beneficially held by RIC and, indirectly, William L. Richter. (ii) On February 25, 1999, the Company repurchased 61,875 shares of Preferred Stock from a stockholder unrelated to the Reporting Persons for $1.60 per share. The repurchase was funded out of the Company's working capital and effected via a transfer agent. Because RIC held proxy power over these shares prior to their repurchase, upon their repurchase, the shares were no longer subject to the proxy held by RIC and are, therefore, no longer deemed to be beneficially held by RIC and, indirectly, William L. Richter. (iii) On February 10, 1999, William L. Richter exercised a warrant to purchase 12,000 shares of Common Stock at a price of $.80 per share. The exercise was funded out of his personal funds and effected via the Company. Page 7 of 12 Pages (iv) On February 10, 1999, RCI exercised a warrant to purchase 14,000 shares of Common Stock at a price of $.80 per share. The exercise was funded out of working capital and effected via the Company. (v) On March 3, 1999, the Company repurchased 96,250 shares of Preferred Stock from a stockholder unrelated to the Reporting Persons for $1.60 per share and 71,200 shares of Common Stock at $1.25 per share. The repurchase was funded out of the Company's working capital and effected via a transfer agent. Because RIC held proxy power over these Preferred Shares prior to their repurchase, upon their repurchase, the shares were no longer subject to the proxy held by RIC and are, therefore, no longer deemed to be beneficially held by RIC and, indirectly, William L. Richter. (d) Other than the Series A Preferred shares reported herein as owned directly by Reporting Persons, other shareholders have the power to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Series A Preferred shares subject to the proxy held by RIC. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as described herein or in Item 6 of the Reporting Persons' Amendment No. 5 to Schedule 13D, filed August 29, 1997 and incorporated herein by this reference, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to any securities of the Company. Pursuant to the voting agreement entered into by the investors (other than management or former management of the Company) in connection with the previous capital raising, RIC holds the right to vote such shares of Preferred Stock. The holders of the Preferred Stock, as a class, have the right to elect a maximum of four (4) designees to the Board of Directors of the Company. Such right commenced with the issuance of the Preferred Stock and will terminate at such time that less than 500,000 shares of Preferred Stock remain outstanding. Currently, the holders of Preferred Stock elect two directors. A shareholder of the Company, David A. Schwartz, has pledged 800,000 of his shares of Common Stock of the Company (the "Pledged Stock") to an unrelated third party ("Lender") as security for a loan made by said Lender to Mr. Schwartz (the "Schwartz Agreement"). RIC may, at its option, in the event of a default by Mr. Schwartz under the Schwartz Agreement, pay on Mr. Schwartz's behalf all sums then due and owing from Mr. Schwartz to Lender. Upon payment by RIC to Lender, RIC shall have a security interest in the Pledged Stock. Mr. Schwartz shall have sixty (60) days to repay RIC the amount paid by it plus interest. If Mr. Schwartz fails to repay RIC within such time, RIC shall be entitled to (i) retain such number of Pledged Shares evidencing the amount paid by it plus accrued interest or (ii) sell such number of Pledged Shares to third parties as required to repay RIC the amount plus accrued interest. Page 8 of 12 Pages The Pledged Stock constitutes approximately 17.0% of the Common Stock of the Company outstanding on a fully diluted basis. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Loan Agreement, dated July 31, 1989 between Richter Investment Corp. and Issuer. (1) 2. Private Placement Agreement, dated July 31, 1989 between Richter & Co., Inc. and Issuer. (1) 3. Commitment Letter, dated July 31, 1989 between Richter Investment Corp. and Issuer. (1) 4. Form of Letter between David Schwartz and Richter Investment Corp. (1) 5. Form of Letter between David Schwartz, Issuer and Richter Investment Corp. (1) 6. Stock Purchase Warrant issued to Richter & Co., Inc. dated July 1, 1993 for the purchase of 93,000 shares of the Company's Common Stock. (2) 7. Stock Purchase Warrant issued to William L. Richter dated July 1, 1993 for the purchase of 62,000 shares of the Company's Common Stock. (2) 8. Voting Agreement among Richter Investment Corp. and certain holders of the Company's Series A Preferred Stock. (3) 9. Certification of Joint Filing pursuant to Rule 13d-1(f). - ---------- (1) Incorporated by reference to Exhibits to Reporting Persons' initial Schedule 13D for August 10, 1989. (2) Incorporated by reference from the Company's Report on Form 8-K dated June 30, 1993. (3) Incorporated by reference from the Company's Report on Form 10-K for the year ended March 31, 1990. Page 9 of 12 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. May 10, 1999 /s/ William L. Richter ---------------------------------- William L. Richter RICHTER & CO., INC. By: /s/ William L. Richter ------------------------------ William L. Richter President RICHTER INVESTMENT CORP. By: /s/ William L. Richter ------------------------------ William L. Richter President Page 10 of 12 Pages Appendix 1
1. RICHTER INVESTMENT CORP. DIRECTORS Richard L. Rubin 36 The Crossing Professor of Political Science Purchase, New York 10577 and Public Policy at Swarthmore College; engaged in various investment activities William L. Richter 450 Park Avenue, 28th Floor Chairman and President of Richter New York, New York 10022 Investment Corp. and Richter & Co., Inc.; Co-Chairman of Avesis Incorporated, Vice-Chairman of Rent-A-Wreck of America, Inc. and Senior Managing Director of Cerberus Capital Management, L.P.; Mr. Richter exercises approximately 94.3% of the voting control of Richter Investment Corp. EXECUTIVE OFFICERS William L. Richter 450 Park Avenue, 28th Floor President New York, New York 10022 L. Christine Lynch 450 Park Avenue, 28th Floor Vice President and Secretary New York, New York 10022 2. RICHTER & CO., INC. DIRECTORS William L. Richter 450 Park Avenue, 28th Floor Director New York, New York 10022 EXECUTIVE OFFICERS William L. Richter 450 Park Avenue, 28th Floor President New York, New York 10022 L. Christine Lynch 450 Park Avenue, 28th Floor Vice President New York, New York 10022
Page 11 of 12 Pages EXHIBIT 9 CERTIFICATION REGARDING JOINT FILING OF SCHEDULE 13D PURSUANT TO RULE 13d-l(k) OF THE SECURITIES AND EXCHANGE COMMISSION William L. Richter, Richter & Co., Inc. and Richter Investment Corp. do hereby certify that the Schedule 13D to which this certification is attached as Exhibit 9 is being filed with the Securities and Exchange Commission on behalf of each of the undersigned. Dated: May 10, 1999 RICHTER & CO., INC. By: /s/ William L. Richter --------------------------------- William L. Richter President RICHTER INVESTMENT CORP. By: /s/ William L. Richter --------------------------------- William L. Richter President /s/ William L. Richter ------------------------------------- William L. Richter Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----