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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
TRM Copy Centers Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
8762636105
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(CUSIP Number)
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<S> <C>
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) 921-4139 (212) 758-9500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 9, 1997
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(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).
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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 453,450
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 453,450
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
453,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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
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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 586,350
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 586,350
10 SHARED DISPOSITIVE POWER
274,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
860,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
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
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SCHEDULE 13D
CUSIP No. 872636105 Page 4 of Pages
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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 586,350
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 586,350
10 SHARED DISPOSITIVE POWER
274,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
860,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
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
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SCHEDULE 13D AMENDMENT NO. 4
TRM COPY CENTERS CORPORATION
This Amendment No. 4 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 and Amendment No. 3 to the Schedule 13D
relating to the event date of August 15, 1997 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 453,450 shares (6.6%)
of Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of
860,750 shares (12.4%) of Common Stock. The 860,750 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. include:
(i) 453,450 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) 407,300 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").
Lance Laifer, as sole Director and principal stockholder of
Laifer Capital Management, Inc., is the beneficial owner of the 860,750 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 6,924,928 outstanding shares of Common Stock as reported in the
Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 1997.
5
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(b) 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 453,450
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.
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 453,450 shares of Common Stock beneficially owned by it in its capacity as
the General Partner of Hilltop. 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 132,900 shares of Common Stock owned by Offshore. Laifer
Capital Management, Inc. shares with certain of the Clients the power to dispose
and direct the disposition of the 274,400 shares of Common Stock owned by Laifer
Capital Management, Inc. in its capacity as Investment Advisor to such Clients.
Wolfson retains the sole power to vote and direct the voting of the shares of
Common Stock owned by it.
(c) Each of the Reporting Persons acquired beneficial
ownership of additional shares of Common Stock since the filing of Amendment No.
3 to the Schedule 13D. All such transactions were effected on the open market.
Additional information concerning transactions during the past 60 days is
contained on Annex A hereto.
(d) Not applicable.
(e) Not applicable.
6
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Signature
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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: September 18, 1997
HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT, INC.,
as General Partner
By: /s/ Lance Laifer
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Lance Laifer, President
LAIFER CAPITAL MANAGEMENT, INC.
By: /s/ Lance Laifer
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Lance Laifer, President
/s/ Lance Laifer
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LANCE LAIFER
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Annex A
Laifer Hilltop Wolfson Offshore
Date Price Comm. # Shares # Shares # Shares # Shares
08/19/97 $9.75 .06 1,200 700 400 100
08/19/97 10.125 .05 2,500 1,400 800 300
08/21/97 10.25 .06 9,500 5,200 3,100 1,200
08/22/97 10.1875 -- 6,000 3,300 2,000 700
08/22/97 10.125 .06 1,000 600 300 100
08/25/97 10.1875 -- 15,000 8,200 5,000 1,800
08/29/97 10.1875 .06 1,000 600 300 100
09/02/97 10.1875 .06 1,000 600 300 100
09/03/97 10.00 .06 900 0 900 0
09/05/97 10.1875 .06 10,000 5,400 3,400 1,200
09/08/97 10.2902 .06 14,000 7,600 4,700 1,700
09/09/97 10.3125 .06 9,000 4,900 3,000 1,100
09/09/97 10.50 .06 500 0 500 0
09/10/97 10.50 .06 500 0 500 0
09/11/97 10.50 .06 200 0 200 0
09/12/97 10.25 .06 2,100 1,200 600 300
09/15/97 10.1875 .06 200 0 200 0
09/15/97 10.50 .06 500 0 500 0
