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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. 8)*
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. Swidler Berlin Shereff Friedman, LLP
Hilltop Partners, L.P. 919 Third Avenue
45 West 45th Street New York, New York 10022
New York, New York 10036 (212) 921-4139 (212) 758-9500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 4, 1999
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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
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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 694,062
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 694,062
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
694,062
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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
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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 809,970
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 809,970
10 SHARED DISPOSITIVE POWER
516,992
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,326,962
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%
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
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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 809,970
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 809,970
10 SHARED DISPOSITIVE POWER
516,992
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,326,962
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%
14 TYPE OF REPORTING PERSON*
IN
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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 AMENDMENT NO. 8
TRM COPY CENTERS CORPORATION
This Amendment No. 8 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, Amendment No. 5 to the
Schedule 13D relating to the event date of October 10, 1997, Amendment No. 6
to the Schedule 13D relating to the event date of June 18, 1998 and Amendment
No. 7 to the Schedule 13D relating to the event date of June 29, 1998, each
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 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 694,062 shares (9.6%) of
Common Stock, comprised of 548,400 shares of Common Stock, 112,762 shares of
Series A Stock (as defined below), three-year Warrants (as defined below) to
purchase 42,063 shares of Common Stock and seven-year Warrants to purchase
19,028 shares of Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of 1,326,962
shares (17.8%) of Common Stock, comprised of 950,400 shares of Common Stock,
313,228 shares of Series A Stock, three-year Warrants to purchase 88,786
shares of Common Stock and seven-year Warrants to purchase 52,856 shares of
Common Stock. The 1,326,962 shares of Common Stock beneficially owned by
Laifer Capital Management, Inc. include:
(i) 694,062 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) 632,900 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 1,326,962 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 7,065,784 outstanding shares of Common Stock on September 30, 1998 as
reported in the Issuer's Quarterly Report on Form 10-Q for the period ended
September 30, 1998.
(b) Subject to the Proxy described in 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 694,062 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 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 694,062 shares of Common Stock
beneficially owned by it in its capacity as the General Partner of Hilltop.
Subject to the Proxy described in 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 115,908 shares of Common Stock owned by
Offshore. Laifer Capital Management, Inc. shares with Wolfson the power to
dispose and direct the disposition of the 516,992 shares of Common Stock owned
by Laifer Capital Management, Inc. in its capacity as Investment Advisor to
Wolfson. Subject to the Proxy described in Item 6, Wolfson retains the sole
power to vote and direct the voting of the shares of Common Stock owned by it.
(c) As the Issuer has previously disclosed, on June 29, 1998,
ReadyCash Investment Partners, L.P. ("ReadyCash") purchased from the Issuer
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. Laifer Capital Management, Inc. was allocated three-year
Warrants to purchase 65,000 shares of Common Stock by ReadyCash. Laifer
Capital Management, Inc. further allocated such Warrants to Hilltop and the
Clients pro-rata in accordance with the total equity of their portfolio. In
addition, Hilltop and the Clients 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").
All transactions in the Common Stock effected by the Reporting
Persons since the filing of Amendment No. 7 to the Scheduled 13D are set forth
in Annex A hereto and are
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incorporated herein by reference. Except as indicated, all such transactions
were effected in the public market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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. was allocated three-year Warrants to purchase 65,000 shares of Common
Stock by ReadyCash. Laifer Capital Management, Inc., upon receipt of the
65,000 Warrants, further allocated such Warrants to Hilltop and the Clients
pro-rata in accordance with the total equity of their portfolio. In addition,
Hilltop and the Clients subscribed for an aggregate of $3,700,000 of limited
partnership interests in ReadyCash ("Limited Partnership Interests"), which
acquired Series A Stock and Warrants upon the consummation of the Transaction.
The 65,000 Warrants and the Series A Stock and Warrants allocable to the
Limited Partnership Interests are reflected in the Reporting Persons'
beneficial ownership in Item 5 and the cover pages hereto.
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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: January 13, 1999
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 Commission # Shares # Shares # Shares # Shares
12/31/98 $7.437 -- 10,000 10,000 0 0
12/31/98 $7.50 .06 5,000 5,000 0 0
01/04/99* $7.5625 -- 87,500 0 0 87,500
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* In-kind distribution to limited partners.
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