UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
TRM Copy Centers Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
872636105
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(CUSIP Number)
Paul M. Brown, Jr.
5208 NE 122nd Avenue
Portland, Oregon 97230-1074
(503) 257-8766
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 3, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement. [ ]
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 the
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
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CUSIP No. 872636105 Page 2 of 8 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frederick O. Paulsell
Edwin S. Chan
Donald L. Van Maren
Sherman M. Coe
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
3) SEC USE ONLY _____________________________________________________________
4) SOURCE OF FUNDS
OO
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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
All of the reporting persons are United States citizens.
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7) SOLE VOTING POWER
Frederick O. Paulsell - 0
Edwin S. Chan - 0
Donald L. Van Maren - 0
Sherman M. Coe - 0
--------------------------------------------------
NUMBER OF 8) SHARED VOTING POWER
SHARES Frederick O. Paulsell - 1,764,562
Edwin S. Chan - 1,764,562
BENEFICIALLY Donald L. Van Maren - 1,764,562
Sherman M. Coe - 1,764,562
OWNED BY --------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING Frederick O. Paulsell - 917,242
Edwin S. Chan - 531,782
PERSON Donald L. Van Maren - 157,769
Sherman M. Coe - 157,288
WITH --------------------------------------------------
10) SHARED DISPOSITIVE POWER
Frederick O. Paulsell - 0
Edwin S. Chan - 0
Donald L. Van Maren - 0
Sherman M. Coe - 0
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Frederick O. Paulsell - 1,764,562
Edwin S. Chan - 1,764,562
Donald L. Van Maren - 1,764,562
Sherman M. Coe - 1,764,562
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
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14) TYPE OF REPORTING PERSON*
All reporting persons are IN.
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Item 1. Security and Issuer
This statement relates to the Common Stock ("Common Stock") of TRM Copy
Centers Corporation, a corporation organized under the laws of Oregon (the
"Company"). The Company's principal executive offices are located at 5208 NE
122nd Avenue, Portland, Oregon 97230-1074.
Item 2. Identity and Background
(a) This Statement is filed by Frederick O. Paulsell, Edwin S. Chan,
Donald L. Van Maren and Sherman M. Coe, individuals (the "Reporting Persons").
Messrs. Paulsell, Chan, Van Maren and Coe are part of a group.
(b) - (f)Mr. Paulsell is Chairman of the Board of Directors of the
Company, whose principal executive offices are located at 5208 NE 122nd Avenue,
Portland, Oregon 97230-1074. Mr. Paulsell is a citizen of the United States of
America. Mr. Paulsell has not been convicted in a criminal proceeding in the
last five years (excluding traffic violations or similar misdemeanors). Mr.
Paulsell has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction nor as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Mr. Chan is Vice Chairman of the Board of Directors of the Company, whose
principal executive offices are located at 5208 NE 122nd Avenue, Portland,
Oregon 97230- 1074. Mr. Chan is a citizen of the United States of America. Mr.
Chan has not been convicted in a criminal proceeding in the last five years
(excluding traffic violations or similar misdemeanors). Mr. Chan has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction nor as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Mr. Van Maren is a director of the Company, whose principal executive
offices are located at 5208 NE 122nd Avenue, Portland, Oregon 97230-1074. Mr.
Van Maren is a citizen of the United States of America. Mr. Van Maren has not
been convicted in a criminal proceeding in the last five years (excluding
traffic violations or similar misdemeanors). Mr. Van Maren has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction nor as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
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Mr. Coe is a director of the Company, whose principal executive offices are
located at 5208 NE 122nd Avenue, Portland, Oregon 97230-1074. Mr. Coe is a
citizen of the United States of America. Mr. Coe has not been convicted in a
criminal proceeding in the last five years (excluding traffic violations or
similar misdemeanors). Mr. Coe has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction nor as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
(a) The Reporting Persons entered into a Voting Agreement with the
Company dated as of April 3, 1998 (the "Voting Agreement") in consideration for
the execution and delivery by ReadyCash Investment Partners, L.P. ("ReadyCash")
of a Preferred Stock and Warrants Purchase Agreement dated March 29, 1998
between ReadyCash and the Company (the "Purchase Agreement"). The Purchase
Agreement provides for, among other things, the issuance and sale by the Company
of shares of its Series A Preferred Stock and Warrants to purchase 500,000
shares of its Common Stock at an exercise price of $15.00 per share to ReadyCash
for an aggregate purchase price of $20,000,000. The Purchase Agreement also
provides that the Company's Board of Directors will be increased from seven to
nine directors and two persons designated by ReadyCash will be elected to the
Company's Board of Directors. The Series A Preferred Stock to be issued and sold
to ReadyCash pursuant to the Purchase Agreement is convertible into 1,333,333
shares of the Company's Common Stock and prior to conversion will represent
approximately 19 percent of the voting power of the Company's outstanding
capital stock. The Voting Agreement is attached hereto as Exhibit A and is
incorporated herein by reference. Pursuant to the Voting Agreement, the
Reporting Persons have agreed to vote all of their shares of Common Stock in
favor of all of the transactions contemplated by the Purchase Agreement. The
Voting Agreement will remain in effect until the earlier of (a) the date of
termination of the Purchase Agreement or (b) the date of the Closing pursuant to
the Purchase Agreement.
While the Reporting Persons reserve the right to develop plans or proposals
in the future with respect to the following items, at the present time the
Reporting Persons have no plans or proposals that relate to or would result in
any of the following:
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
5
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(c) Sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any material change in the present capitalization or dividend
policy of the Company;
(e) Any other material change in the Company's business or corporate
structure;
(f) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(g) Causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(h) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(i) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) - (c)As of the date of this filing, the Reporting Persons
beneficially own 1,764,562 shares of Common Stock, including 180,000 shares of
Common Stock which the Reporting Persons have the right to purchase. The
Reporting Persons have sole voting power to vote or direct the vote of 1,764,562
shares of Common Stock. These shares represent 25.3% of the 6,984,141 shares
issued and outstanding on March 29, 1998. The Reporting Persons have sole power
to dispose or direct the disposition of 1,764,562 shares of Common Stock. These
shares represent 25.3% of the 6,984,141 shares issued and outstanding on March
29, 1998.
As of the date of this filing, Mr. Paulsell beneficially owns 1,764,562
shares of Common Stock, including 92,500 shares of Common Stock which he has the
right to purchase. Mr. Paulsell has shared voting power to vote or direct the
vote of the 1,764,562 shares of Common Stock subject to the Voting Agreement.
These shares represent 25.3% of the 6,984,141 shares issued and outstanding on
March 29, 1998. Mr. Paulsell has sole power to dispose or direct the disposition
of 917,242 shares of Common Stock. His power to dispose of these shares is not
affected by the Voting Agreement. These shares represent 13.1% of the 6,984,141
shares issued and outstanding on March 29, 1998.
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As of the date of this filing, Mr. Chan beneficially owns 1,764,562 shares
of Common Stock, including 10,000 shares of Common Stock which he has the right
to purchase. Mr. Chan has shared voting power to vote or direct the vote of the
1,764,562 shares of Common Stock subject to the Voting Agreement. These shares
represent 25.3% of the 6,984,141 shares issued and outstanding on March 29,
1998. Mr. Chan has sole power to dispose or direct the disposition of 531,782
shares of Common Stock. His power to dispose of these shares is not affected by
the Voting Agreement. These shares represent 7.6% of the 6,984,141 shares issued
and outstanding on March 29, 1998.
As of the date of this filing, Mr. Van Maren beneficially owns 1,764,562
shares of Common Stock, including 31,000 shares of Common Stock which he has the
right to purchase. Mr. Van Maren has shared voting power to vote or direct the
vote of the 1,764,562 shares of Common Stock subject to the Voting Agreement.
These shares represent 25.3% of the 6,984,141 shares issued and outstanding on
March 29, 1998. Mr. Van Maren has sole power to dispose or direct the
disposition of 157,769 shares of Common Stock. His power to dispose of these
shares is not affected by the Voting Agreement. These shares represent 2.3% of
the 6,984,141 shares issued and outstanding on March 29, 1998.
As of the date of this filing, Mr. Coe beneficially owns 1,764,562 shares
of Common Stock, including 46,500 shares of Common Stock which he has the right
to purchase. Mr. Coe has shared voting power to vote or direct the vote of the
1,764,562 shares of Common Stock subject to the Voting Agreement. These shares
represent 25.3% of the 6,984,141 shares issued and outstanding on March 29,
1998. Mr. Coe has sole power to dispose or direct the disposition of 157,788
shares of Common Stock. His power to dispose of these shares is not affected by
the Voting Agreement. These shares represent 2.3% of the 6,984,141 shares issued
and outstanding on March 29, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The Reporting Persons entered into a Voting Agreement with the Company
dated as of April 3, 1998 (the "Voting Agreement") in consideration for the
execution and delivery by ReadyCash Investment Partners, L.P. ("ReadyCash") of a
Preferred Stock and Warrants Purchase Agreement dated March 29, 1998 between
ReadyCash and the Company (the "Purchase Agreement"). The Purchase Agreement
provides for, among other things, the issuance and sale by the Company of shares
of its Series A Preferred Stock and Warrants to purchase 500,000 shares of its
Common Stock at an exercise price of $15.00 per share to ReadyCash for an
aggregate purchase price of $20,000,000. The Purchase Agreement also provides
that the Company's Board of Directors will be increased from seven to nine
directors and two persons designated by ReadyCash will be elected to the
Company's Board of Directors. The Series A Preferred Stock to be issued and sold
to ReadyCash pursuant to the Purchase Agreement is convertible into 1,333,333
shares of the Company's Common Stock and prior to conversion will represent
approximately 19 percent of the voting power of
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the Company's outstanding capital stock. The Voting Agreement is attached hereto
as Exhibit A and is incorporated herein by reference. Pursuant to the Voting
Agreement, the Reporting Persons have agreed to vote all of their shares of
Common Stock in favor of all of the transactions contemplated by the Purchase
Agreement. The Voting Agreement will remain in effect until the earlier of (a)
the date of termination of the Purchase Agreement or (b) the date of the Closing
pursuant to the Purchase Agreement.
Item 7. Material to be Filed as Exhibits
Voting Agreement among the Reporting Persons and the Company dated as of
April 3, 1998, and Section 13D Joint Filing Agreement among the Reporting
Persons dated April 13, 1998.
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.
April 10, 1998
-----------------------------------------
Date
/s/ FREDERICK O. PAULSELL
-----------------------------------------
Frederick O. Paulsell, as representative
of the Reporting Persons
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
A Voting Agreement dated as of April 3, 1998, between 10
TRM Copy Centers Corporation and Frederick O.
Paulsell, Edwin S. Chan, Donald L. Van Maren, and
Sherman M. Coe.
B Joint Filing Agreement between Frederick O. Paulsell, 15
Edwin S. Chan, Donald L. Van Maren, and Sherman M.
Coe.
<PAGE>
Exhibit A
TRM VOTING AGREEMENT
This VOTING AGREEMENT is dated as of April 3, 1998 and is between TRM
Copy Centers Corporation, an Oregon corporation (the "Company"), and each of the
individuals and other parties listed on Schedule A attached hereto (each, a
"Stockholder" and, collectively, the "Stockholders").
WHEREAS, the Company and ReadyCash Investment Partners, L.P., a
Delaware limited partnership ("ReadyCash"), have entered into a Preferred Stock
and Warrants Purchase Agreement dated as of the date hereof (as the same may be
amended or supplemented, the "Purchase Agreement"; capitalized terms used but
not defined herein shall have the meanings set forth in the Purchase Agreement)
providing for, among other things, the issuance and sale by the Company of
1,777,778 shares of the Company's Series A Preferred Stock, and warrants to
purchase an additional 500,000 shares of the Company's Common Stock, for an
aggregate purchase price of $20,000,000 and upon the other terms and subject to
the conditions set forth in the Purchase Agreement; and
WHEREAS, each Stockholder owns the number of shares of Common Stock of
the Company (the "Common Stock") set forth opposite his or its name on Schedule
A attached hereto (such shares of Common Stock, together with any other shares
of capital stock of the Company acquired by such Stockholder after the date
hereof and during the term of this Agreement, being collectively referred to
herein as the "Subject Shares").
NOW, THEREFORE, to induce ReadyCash to complete the transactions
contemplated by the Purchase Agreement, and in consideration of the premises and
the representations, warranties and agreements contained herein, the parties
agree as follows:
1. Representations and Warranties of each Stockholder. Each
Stockholder hereby, severally and not jointly, represents and warrants to the
Company as of the date hereof in respect of himself or itself as follows:
(a) Authority. The Stockholder has all requisite power and authority
to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by the Stockholder and constitutes a valid and binding obligation
of the Stockholder enforceable in accordance with its terms. The execution
and delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby and compliance with the terms hereof will
not, conflict with, or result in any violation of, or default (with or
without notice or lapse of time or both) under any provision of, any trust
agreement, loan or credit agreement, note, bond, mortgage, indenture, lease
or other agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree,
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statute, law, ordinance, rule or regulation applicable to the Stockholder
or to the Stockholder's property or assets. If the Stockholder is married
and the Stockholder's Subject Shares constitute community property or
otherwise need spousal or other approval to be legal, valid and binding,
this Agreement has been duly authorized, executed and delivered by, and
constitutes a valid and binding agreement of, the Stockholder's spouse,
enforceable against such spouse in accordance with its terms. No trust of
which such Stockholder is a trustee requires the consent of any beneficiary
to the execution and delivery of this Agreement or to the consummation of
the transactions contemplated hereby.
(b) The Subject Shares. The Stockholder is the record and beneficial
owner of, and has good and marketable title to, the Subject Shares set
forth opposite his or its name on Schedule A attached hereto, free and
clear of any Encumbrances. The Stockholder does not own, of record or
beneficially, any shares of capital stock of the Company other than the
Subject Shares set forth opposite his or its name on Schedule A attached
hereto. The Stockholder has the sole right to vote, and the sole power of
disposition with respect to, such Subject Shares, and none of such Subject
Shares is subject to any voting trust or other agreement, arrangement or
restriction with respect to the voting or disposition of such Subject
Shares, except as contemplated by this Agreement.
2. Agreement to Vote. Until the termination of this Agreement in
accordance with Section 4, each Stockholder, severally and not jointly, agrees
that, at any meeting of shareholders of the Company called to vote upon any or
all of the transactions contemplated by the Purchase Agreement or at any
adjournment thereof or in any other circumstances upon which a vote, consent or
other approval with respect to any or all of the transactions contemplated by
the Purchase Agreement is sought, the Stockholder shall be present (in person or
by proxy) and shall vote (or cause to be voted) all Subject Shares then
beneficially owned by such Stockholder in favor of the transactions contemplated
by the Purchase Agreement.
3. Further Assurances. Each Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as the Company may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
4. Termination. This Agreement shall terminate upon the earlier of (a)
the date of termination of the Purchase Agreement, or (b) the date of the
Closing pursuant to the Purchase Agreement.
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5. General Provisions.
(a) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been
signed by each of the parties and delivered to the other party, it being
understood that each party need not sign the same counterpart.
(c) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to
the subject matter hereof and (ii) is not intended to confer upon any
Person other than the parties hereto any rights or remedies hereunder.
(d) Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Oregon regardless of the laws
that might otherwise govern under applicable principles of conflicts of law
thereof.
6. Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Oregon or in an Oregon state court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court located in the State of Oregon or any
Oregon state court in the event any dispute arises out of this Agreement or any
of the transactions contemplated hereby, (ii) agrees that such party will not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court; (iii) agrees that such party will not bring any
action relating to this Agreement or the transactions contemplated hereby in any
court other than a Federal court sitting in the state of Oregon or an Oregon
state court and (iv) waives any right to trial by jury with respect to any claim
or proceeding related to or arising out of this Agreement or any of the
transactions contemplated hereby.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by its officer thereunto duly authorized and each Stockholder has signed this
Agreement, all as of the date first written above.
TRM COPY CENTERS CORPORATION
By: /s/ PAUL M. BROWN, JR.
-------------------------------------
Name: Paul M. Brown, Jr.
Title: Chief Financial Officer
STOCKHOLDERS:
/s/ FREDERICK O. PAULSELL
-------------------------------------
Frederick O. Paulsell
/s/ EDWIN S. CHAN
-------------------------------------
Edwin S. Chan
/s/ DONALD L. VAN MAREN
-------------------------------------
Donald L. Van Maren
/s/ SHERMAN M. COE
-------------------------------------
Sherman M. Coe
13
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SCHEDULE A
Shares of the Company's
Name Common Stock
--------------------- -----------------------
Frederick O. Paulsell 824,742
Edwin S. Chan 521,782
Donald L. Van Maren 126,769
Sherman M. Coe 110,788
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EXHIBIT B
SECTION 13 JOINT FILING AGREEMENT
Each of the undersigned is a person that may be required, from time to
time, to file statements pursuant to Section 13(d) or 13(g) of the Securities
Exchange Act of 1934 (the "Exchange Act") with the Securities and Exchange
Commission ("SEC"). Each of the undersigned may be required, from time to time,
to file such statements jointly with one or more of the other undersigned
persons pursuant to Rule 13d-1(f) under the Exchange Act. Each of the
undersigned agrees that any such statement filed with the SEC that is executed
by Mr. Frederick O. Paulsell shall be deemed to be filed on behalf of the
undersigned.
Dated April 13, 1998.
/s/ FREDERICK O. PAULSELL
-----------------------------------------
Frederick O. Paulsell
/s/ EDWIN S. CHAN
-----------------------------------------
Edwin S. Chan
/s/ DONALD L. VAN MAREN
-----------------------------------------
Donald L. Van Maren
/s/ SHERMAN M. COE
-----------------------------------------
Sherman M. Coe
15
