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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. 3)*
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)
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) 758-9500
(212) 921-4139
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 15, 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 413,750
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 413,750
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
413,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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 537,950
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 537,950
10 SHARED DISPOSITIVE POWER
247,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
785,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
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
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 537,950
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 537,950
10 SHARED DISPOSITIVE POWER
247,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
785,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
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. 3
TRM COPY CENTERS CORPORATION
This Amendment No. 3 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 and Amendment No. 2 to the Schedule 13D
relating to the event date of June 4, 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 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended to add the
following:
On August 15, 1997, Laifer Capital Management, Inc. sent the
following letter to the President and Chief Executive Officer of the Issuer:
August 15, 1997
TRM Copy Centers Corporation
5208 N.E. 122nd Avenue
Portland, OR 97230
Attention: Michael Simon, President and
Chief Executive Officer
Dear Michael:
As you know, Laifer Capital Management, Inc.,
through its managed accounts, currently beneficially owns 11.4% of the
outstanding common stock of TRM Copy Centers Corporation ("TRM" or the
"Company"). As I have told you in the past and as I indicated in my
letter to the Board of Directors of TRM dated June 4, 1997, I believe
the Company is well positioned and its business prospects are
promising. I believe, however, that the intrinsic value of the
Company's business is not fully reflected in the public market for the
Company's common stock. I am therefore writing to present you with a
proposal that could generate greater value for all of the Company's
shareholders.
5
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I have had discussions in the past with you and
certain other officers and directors of the Company to discuss the
Company's policies and its overall direction. I continue to believe
that there remains significant value in the Company's business that is
not fully reflected in the public market for the Company's common
stock. I believe that a major source of this undervaluation is public
market uncertainty about the Company's priorities and direction as
well as an overly conservative capital structure. I also believe that
there is the potential to create very substantial increases in
shareholder value through a strategic initiative that addresses public
market concerns and sends a credible signal to the market about TRM's
goals and direction. I would like to work with you, your management
team and the Company's Board of Directors to unlock this value.
I think that the best way of accomplishing this
objective is by effecting a recapitalization of the Company. The
recapitalization would be effected by the issuance of shares (at the
price per share specified below) by the Company to an equity investor
for cash, the incurrence of additional indebtedness by the Company in
the form of bank loans and/or senior subordinated notes, and the use
of the proceeds of the debt and equity issuances to repurchase a
substantial portion of TRM's common stock in an issuer tender offer at
$11 to $11.50 per share. To demonstrate my confidence in the Company
and the positive effects of the recapitalization proposal, the
accounts managed by Laifer Capital Management, Inc. would retain all
of their shares of TRM common stock, and not participate in the tender
offer. Based on currently available public information we are
confident we can assist the Company in arranging financing for a
recapitalization of the type proposed.
I believe that a leveraged recapitalization of the
Company, together with an involvement by us in TRM's oversight, would
create a substantial increase in shareholder value and strengthen the
Company. It would maximize value for shareholders who desire to
maintain their investment in the Company over the long term, while
providing those with the desire to realize the value of a portion of
their investment sooner with the opportunity to do so. If, however,
the Company's Board does not agree that a recapitalization makes the
most sense for the Company and its shareholders, I am prepared to
discuss a more conventional acquisition transaction, such as a cash
merger in which all shareholders would receive the same consideration
as would be paid under the recapitalization proposal.
I hope that you and the other members of the Board
of Directors will give serious consideration to my proposal. I will
call you in a few days to discuss my ideas and to see how I can be of
help to you and the Board as you explore alternatives for increasing
value for all TRM shareholders.
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I intend to file with the Securities and Exchange
Commission an amended Statement of Beneficial Ownership on Schedule
13D to reflect the thoughts presented in this letter.
Very truly yours,
Laifer Capital Management, Inc.
By: /s/ Lance Laifer
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Lance Laifer
President
cc: Frederick O. Paulsell
Edwin S. Chan
Sherman M. Coe
Ralph R. Shaw
Donald L. Van Maren
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 413,750 shares (6.0%)
of Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of
785,650 shares (11.4%) of Common Stock. The 785,650 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. include:
(i) 413,750 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) 371,900 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").
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Lance Laifer, as sole Director and principal stockholder of
Laifer Capital Management, Inc., is the beneficial owner of the 785,650 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 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.
(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 413,750
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 413,750 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 124,200 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 247,700 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. 2 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.
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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: August 15, 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
7/11/97 $10.625 .06 1,000 600 300 100
8/8/97 9.9405 .06 2,100 1,200 600 300
8/12/97 10.0395 .06 1,900 1,100 600 200
