-----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, AbNFoBRInTW5yxSmDCBgK16QIbkigSvPB/woCFX7xF7BHaOMf1trx70MydxX9R5I E6vnWsfVUlBVCPP/N0yJgQ== /in/edgar/work/0000950147-00-001538/0000950147-00-001538.txt : 20001009 0000950147-00-001538.hdr.sgml : 20001009 ACCESSION NUMBER: 0000950147-00-001538 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RENT A WRECK OF AMERICA INC CENTRAL INDEX KEY: 0000763567 STANDARD INDUSTRIAL CLASSIFICATION: [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: 736418 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: COHN ALAN S CENTRAL INDEX KEY: 0000905760 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 114 CRONRIDGE DRIVE SUITE 120 CITY: OWINGS MILLS STATE: MD ZIP: 21117 MAIL ADDRESS: STREET 1: 11460 CORNRIDGE DRIVE STREET 2: SUITE 120 CITY: OWINGS MILLS STATE: MD ZIP: 21117 SC 13D/A 1 0001.txt AMENDMENT 4 TO SCHEDULE 13D ------------------------------------ OMB APPROVAL ------------------------------------ OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours to perform............ 14.90 ------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Rent-A-Wreck of America, Inc. ------------------------------ (Name of Issuer) Common Stock, $.01 par value ------------------------------ (Title of Class of Securities) 760098-10-3 -------------- (CUSIP Number) Ms. Robin Cohn 10324 South Dolfield Road Owings Mills, MD 21117 (410) 581-8700 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) WITH A COPY TO: Walter J. Skipper, Esq. Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, WI 53202 (414) 277-5000 September 21, 2000 ------------------------------------------------------- (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 schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. * 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/A - --------------------- ----------------- CUSIP NO. 760098-10-3 Page 2 of 5 Pages - --------------------- ----------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robin Cohn -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] -------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF -------------------------------------------------------------------------- 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 456,395 NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 456,395 PERSON --------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -0- --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 456,395 -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% -------------------------------------------------------------------------- 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. SCHEDULE 13D/A - --------------------- ----------------- CUSIP NO. 760098-10-3 Page 3 of 5 Pages - --------------------- ----------------- ITEM 1. SECURITY AND ISSUER. Name of Issuer and Address of Principal Executive Offices: Rent-A-Wreck of America, Inc. (the "Company") 10324 South Dolfield Road Owings Mills, MD 21117 Title of Security to which this statement relates: Common Stock, $.01 par value ("Common Stock") ITEM 2. IDENTITY AND BACKGROUND. (a)-(c). This Amendment No. 4 to Schedule 13D is being filed on behalf of Alan S. Cohn and Robin Cohn, who have a business address of 10324 South Dolfield Road, Owings Mills, MD 21117 (husband and wife). (d) and (e). During the last five years neither Mr. or Ms. Cohn has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been 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. (f). Mr. and Ms. Cohn are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Ms. Cohn will use the proceeds obtained from the Company in repurchasing certain of her stock options as the source of funds for the exercise price for the remaining stock options held by her. The Company used working capital as the source of funds for its repurchase of certain of Ms. Cohn's stock options. See Item 4 below for a full description of the covered transactions. ITEM 4. PURPOSE OF THE TRANSACTION. On September 21, 2000, pursuant to Board of Director authorization given the same day, the Company repurchased from Ms. Cohn the following stock options, all of which were to expire on June 30, 2003: (i) 354,167 options exercisable at $1.15 per share for $1.25 per option, or a total of $442,708.75; and (ii) 154,105 options exercisable at $1.00 per share for $1.40 per option, or a total of $215,747. On September 21, 2000, Ms. Cohn also exercised all 329,228 of her remaining stock options, which were exercisable at $1.00 per share and set to expire on June 30, 2003, for $1.00 per option, or a total of $329,228. These transactions had as their purpose the elimination of the market overhang associated with the numerous stock options outstanding before the transactions. As a result of the above described transactions, as well as the transactions described in Amendment No. 4 to Schedule 13D filed by Mr. Ken Blum, Jr. concurrently herewith, the Company has eliminated all of its outstanding options and warrants. SCHEDULE 13D/A - --------------------- ----------------- CUSIP NO. 760098-10-3 Page 4 of 5 Pages - --------------------- ----------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b). Mr. and Ms. Cohn hold an aggregate of 456,395 shares of the Company's Common Stock, representing in the aggregate approximately 10.2% of the class. Mr. and Ms. Cohn have the power to vote or to direct the vote of, and the power to dispose or to direct the disposition of, the shares. (c). Except for the transactions described in response to Items 5(a) and (b) above, there have been no transactions by Mr. or Ms. Cohn with respect to the Company Common Stock during the 60 days preceding the date of this Schedule 13D. (d). Not Applicable. (e). Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings, or relationships between Mr. Cohn, Ms. Cohn and any other person with respect to any securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Management Agreement dated June 30, 1993 between the Company and KAB* 2. Stock Option Grant to KAB dated June 30, 1993 relating to options for the purchase of 2,250,000 shares of the Company's Common Stock.* 3. Registration Rights Agreement dated June 30, 1993 among KAB, Kenneth L. Blum, Sr. and the Company.* 4. Certification of Joint Filing pursuant to Rule 13d-1(k). - ---------- * Incorporated by reference from the Company's Report on Form 8-K dated June 30, 1993. SCHEDULE 13D/A - --------------------- ----------------- CUSIP NO. 760098-10-3 Page 5 of 5 Pages - --------------------- ----------------- 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 accurate. October 4, 2000 ALAN S. COHN /s/ Alan S. Cohn --------------------------------------- ROBIN COHN /s/ Robin Cohn --------------------------------------- EX-4 2 0002.txt JOINT FILING CERTIFICATION CERTIFICATION REGARDING JOINT FILING OF SCHEDULE 13D PURSUANT TO RULE 13D-1(k) OF THE SECURITIES AND EXCHANGE COMMISSION Alan S. Cohn and Robin Cohn do hereby certify that the Schedule 13D to which this certification is attached as Exhibit 4 is being filed with the Securities and Exchange Commission on behalf of each of the undersigned. October 4, 2000 /s/ Alan S. Cohn --------------------------------------- Alan S. Cohn /s/ Robin Cohn --------------------------------------- Robin Cohn -----END PRIVACY-ENHANCED MESSAGE-----