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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. 6)*
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)
June 18, 1998
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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 563,400
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 563,400
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
563,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
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 707,400
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 707,400
10 SHARED DISPOSITIVE POWER
345,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
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) 9
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 707,400
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
707,400
10 SHARED DISPOSITIVE POWER
345,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
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. 6
TRM COPY CENTERS CORPORATION
This Amendment No. 6 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, Amendment No. 3 to the Schedule 13D
relating to the event date of August 15, 1997, Amendment No. 4 to the Schedule
13D relating to the event date of September 9, 1997 and Amendment No. 5 to the
Schedule 13D relating to the event date of October 10, 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:
As the Issuer has previously disclosed, ReadyCash Investment
Partners, L.P. ("ReadyCash") has entered into an agreement with the Issuer to,
subject to stockholder approval and certain other conditions, purchase
1,777,778 shares of Series A Preferred Stock of the Issuer ("Series A Stock")
and warrants to purchase an aggregate of 500,000 shares of Common Stock at an
exercise price of $15.00 per share (the "Warrants") for an aggregate purchase
price of $20,000,000 (the "Transaction"). Each share of Series A Stock is
convertible at any time at the election of its holder, into 0.7499997 shares
of Common Stock. In connection with the Transaction, certain members of the
Board of Directors of the Issuer are resigning and ReadyCash is nominating for
election a majority of the Board of Directors of the Issuer. Laifer Capital
Management, Inc. will be allocated Warrants to purchase 65,000 shares of
Common Stock by ReadyCash. Laifer Capital Management, Inc. will, upon receipt
of the 65,000 Warrants, further allocate such Warrants to Hilltop and the
Clients (as defined below) pro-rata in accordance with the total equity of
their portfolio. In addition, Hilltop and the Clients have subscribed for an
aggregate of $3,700,000 of limited partnership interests in ReadyCash (or
approximately 17.6% of the total of $21,000,000 of limited partnership
interests). The Reporting Persons have also granted an irrevocable proxy to
the general partner of ReadyCash to vote all securities of the Issuer held by
such Reporting Persons (the "Proxy").
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 563,400 shares (8.0%)
of Common Stock.
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Laifer Capital Management, Inc. is the beneficial owner of 1,052,900
shares (14.9%) of Common Stock. The 1,052,900 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. include:
(i) 563,400 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) 489,500 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 1,052,900 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 7,056,811 outstanding shares of Common Stock on May 29, 1998 as
reported in the Issuer's Proxy Statement dated June 5, 1998.
(b) Subject to the Proxy described in Item 4 and Item 6, 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 563,400 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.
Subject to the Proxy described in Item 4 and Item 6, 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 563,400 shares of Common
Stock beneficially owned by it in its capacity as the General Partner of
Hilltop. Subject to the Proxy described in Item 4 and Item 6, 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 144,000 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 345,500
shares of Common Stock owned by Laifer Capital Management, Inc. in its
capacity as Investment Advisor to such Clients. Subject to the Proxy described
in Item 4 and Item 6, Wolfson retains the sole power to vote and direct the
voting of the shares of Common Stock owned by it.
(c) Not applicable.
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended to add the
following:
As described above in Item 4, the Reporting Persons have granted an
irrevocable proxy to ReadyCash GP Corp., the general partner of ReadyCash,
with respect to securities of the Issuer. Upon the consummation of the
Transaction, Laifer Capital Management, Inc. will be allocated Warrants to
purchase 65,000 shares of Common Stock by ReadyCash as an introduction fee.
Laifer Capital Management, Inc., upon receipt of the 65,000 Warrants, will
further allocate such Warrants to Hilltop and the Clients pro-rata in
accordance with the total equity of their portfolio. In addition, Hilltop and
the Clients have subscribed for an aggregate of $3,700,000 of limited
partnership interests in ReadyCash, which will be acquiring Series A Stock and
Warrants upon the consummation of the Transaction.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to add the following:
1. Form of Proxy
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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: June 24, 1998
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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