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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. 1)*
TRM Copy Centers Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
8762636105
(CUSIP Number)
Mr. Lance Laifer Gerald Adler
Laifer Capital Management, Inc. Shereff, Friedman,
Hilltop Partners, L.P. Hoffman & Goodman, LLP
45 West 45th Street 919 Third Avenue
New York, New York 10036 (212) 921-4139 New York, New York 10022
(212) 758-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 20, 1997
(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.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 369,150
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 369,150
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
369,150
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14 TYPE OF REPORTING PERSON*
PN
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*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.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
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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
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NUMBER OF 7 SOLE VOTING POWER
SHARES 483,850
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 483,850
PERSON 10 SHARED DISPOSITIVE POWER
WITH 206,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,650
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
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14 TYPE OF REPORTING PERSON*
CO, IA
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*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
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance Laifer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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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 483,850
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 483,850
PERSON 10 SHARED DISPOSITIVE POWER
WITH 206,800
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,650
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
- ------------------------------------------------------------------
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. 1
TRM COPY CENTERS CORP.
This Amendment No. 1 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") 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 Corp.
(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 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended to add the following:
Joan Gill is no longer an officer of Laifer Capital Management,
Inc. and thus is no longer a "Covered Person."
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 369,150 shares (5.7%) of
Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of 690,650
shares (10.5%) of Common Stock. The 690,650 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. include:
(i) 369,150 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) 321,500 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 690,650 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
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the Reporting Persons is based on 6,529,091 outstanding shares of Common Stock
as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended
December 31, 1996.
(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 369,150 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 369,150 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 114,700 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 206,800
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 purchased or sold shares of
Common Stock of the Issuer during the past sixty days. All such
transactions were effected on the open market. Additional information
concerning said transactions is contained on Annex A hereto.
(d) Not applicable.
(e) Not applicable.
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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: March 27, 1996
HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT, INC.,
By: /s/ Lance Laifer
-------------------------
Lance Laifer, President
LAIFER CAPITAL MANAGEMENT, INC.
By: /s/ Lance Laifer
-------------------------
Lance Laifer, President
/s/ Lance Laifer
-------------------------
LANCE LAIFER
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Annex A
<TABLE>
<CAPTION>
Laifer Hilltop Wolfson Offshore
Date Price Comm. # Shares # Shares # Shares # Shares Type
<S> <C> <C> <C> <C> <C> <C> <C>
2/5/97 $10.75 $.06 2,000 1,100 500 400 P
2/5/97 10.875 .06 4,600 2,400 1,400 800 S
2/25/97 9.50 .06 6,500 4,000 2,500 0 P
2/27/97 9.50 .06 1,000 600 400 0 P
3/3/97 9.75 .06 2,500 1,600 900 0 P
3/4/97 9.75 .06 2,500 1,600 900 0 P
3/6/97 10.043 .06 17,800 11,100 6,700 0 P
3/7/97 10.375 .06 2,500 1,600 900 0 P
3/13/97 10.2917 .06 300 300 0 0 P
3/19/97 10.25 .06 200 200 0 0 P
3/20/97 10.333 .06 17,500 9,600 5,800 2,100 P
3/24/97 10.625 .06 1,000 600 300 100 P
3/24/97 10.50 .06 2,800 1,600 800 400 P
3/25/97 10.25 .06 3,000 1,700 900 400 P
3/26/97 10.25 .06 4,500 2,600 1,300 600 P
</TABLE>
_________________________
P - Purchase
S - Sale
