<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TRM COPY CENTERS CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
8762636105
(CUSIP Number)
With Copies to:
Daniel G. Cohen J. Baur Whittlesey, Esquire
ReadyCash Investment Partners, L.P. Ledgewood Law Firm, P.C.
c/o ReadyCash GP, Inc. 1521 Locust Street - 8th Fl.
1521 Locust Street Philadelphia, PA 19102
Philadelphia, PA 19103 (215) 731-9450
(215) 546-5005
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 31, 1998
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7(b) for other
parties to whom copies are to be sent.
The remainder of this cover 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).
<PAGE>
_______________________________________________________________________________
CUSIP No. 8762636105 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ReadyCash Investment Partners, L.P.
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS (See Instructions)
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
Commonwealth of Pennsylvania
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 1,252,541(1)
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 199,641
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,252,541
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
PN
______________________________________________________________________________
1 Includes: (i) 199,641 shares of Common Stock issuable upon exercise of
warrants held by the Reporting Person and (ii) 1,052,900 shares of Common
Stock as to which the Reporting Person has irrevocable proxies terminating
July 31, 2001 or upon earlier disposition of such shares by the holder.
Excludes: (a) 412,699 shares of Common Stock issuable upon conversion of
Series A Preferred Stock to Common Stock, as the Reporting Person
automatically dissolves and liquidates upon such conversion; (b) 769,839
shares of Common Stock issuable upon conversion of Series A Preferred
Stock held by third parties, as irrevocable proxies with respect thereto
terminate upon conversion of the Series A Preferred Stock.
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock, no par value, of TRM Copy
Centers Corporation (the "Issuer" or "TRM").
The principal executive offices of the Issuer are located at 5208 NE
122nd Avenue, Portland, Oregon 97230-1074.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
No change, except as set forth in Item 5(a).
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer.
(a) As of September 15, 1998 ReadyCash Investment Partners, L.P.
("RCIP") holds warrants ("Warrants") to purchase 199,641 shares of Common
Stock and irrevocable proxies to vote 1,052,900 shares of Common Stock,
subject to the following: (i) the irrevocable proxies with respect to the
1,052,900 shares of Common Stock terminate on the earlier of July 31, 2001 or
the disposition of such shares of Common Stock by the holder thereof; and (ii)
the warrants, or shares of Common Stock issuable upon exercise of such
warrants, will be distributed to the limited partners of RCIP upon termination
of RCIP. RCIP will terminate upon the conversion of the Series A. Preferred
Stock held by RCIP to Common Stock.
The foregoing excludes: (i) 412,699 shares of Common Stock
issuable upon conversion of Series A Preferred Stock held by RCIP, as RCIP
automatically dissolves and liquidates upon such conversion; and (ii) 769,839
shares of Common Stock issuable upon conversion of Series A Preferred Stock
held by third parties as the irrevocable proxies with respect to the Series A
Preferred Stock terminate upon the conversion of the Series A Preferred Stock
to Common Stock.
(b) RCIP has sole voting and disposition power with respect to the
shares of Common Stock issuable upon exercise of the Warrants and sole voting
power with respect to the 1,052,900 shares of Common Stock referred to in (a),
above, subject to the limitations described in (a), above.
<PAGE>
(c) Pursuant to rights granted in RCIP's agreement of limited
partnership, two limited partners withdrew from RCIP and were distributed, in
the aggregate, (i) warrants to purchase 196,787 shares of Common Stock and
(ii) 804,232 shares of Series A Preferred Stock (convertible into 603,173
shares of Common Stock). Such limited partners gave RCIP irrevocable proxies
with respect to the shares of Series A Preferred Stock. These proxies
terminate upon the earlier of the conversion of the Series A Preferred Stock
to Common Stock or July 31, 2001.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
No change.
Item 7. Materials to be Filed as Exhibits
None
SIGNATURES
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.
ReadyCash Investment Partners, L.P.
By: ReadyCash GP Corp.
By: /s/ Daniel G. Cohen
---------------------------------------------
DANIEL G. COHEN, PRESIDENT
READYCASH GP CORP., GENERAL
PARTNER
September 29, 1998
