SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
RENT-A-WRECK OF AMERICA, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
760098-10-3
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(CUSIP Number)
David S. Schwartz
12333 West Pico Boulevard, Los Angeles California 90064 (310) 478-0676
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(Name, Address and Telephone Number of Person
Authorized to Receive Notes and Communications)
April 28, 1994
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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
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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).
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE>
13D
CUSIP NO. 760098-10-3
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================================================================================
NAME OF REPORTING PERSON
1 S.S. OR I.R.S IDENTIFICATION NO. OR ABOVE PERSON
DAVID S. SCHWARTZ
###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
NA
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OR ORGANIZATION
6
United States
- --------------------------------------------------------------------------------
SOLE VOTING POWER
Number of 7
Shares 865,000
Beneficially -----------------------------------------------
Owned by SHARED VOTING POWER
Each 8
Reporting -0-
Person -----------------------------------------------
With SOLE DISPOSITIVE POWER
9
865,000
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SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
865,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES (See Instructions)
[ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.2%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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Page 2 of 5 Pages
<PAGE>
Item 1. Security and Company.
This Statement relates to Common Stock, par value $.01 per
share (the "Common Stock"), of Rent-A-Wreck of America, Inc. (the "Company" or
the "Issuer"). The principal executive offices of the Company are located at
11460 Cronridge Drive, Suite 118, Owings Mills, Maryland 21117.
Item 2. Identity and Background.
This Statement is being filed by:
(a) David S. Schwartz, an individual.
(b) Office address: 12333 West Pico Boulevard
Los Angeles, California 90064
(c) Mr. Schwartz is the Vice Chairman of the Board of the
Issuer. He is also the President and sole shareholder
of Bundy Rent-A-Wreck Inc., a California corporation
which rents used cars, under a special license
arrangement with the Issuer.
(d) During the last five years, Mr. Schwartz has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Schwartz has not been
and is not 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.
(f) Mr. Schwartz is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The transactions reported herein relate to the extinguishment
of a right to convert debt to common stock and to sales in the open market; no
funds were expended.
In 1990, Mr. Schwartz loaned the Issuer funds to repay a bank
loan the Issuer had previously obtained. In December 1992, the Issuer entered
into an agreement with Mr. Schwartz to convert a portion of the note payable to
him by the Issuer to common stock at a conversion price of $.75 per share. The
Issuer issued 133,333 shares to Mr. Schwartz in exchange for cancellation of
$100,000 in debt. In addition, Mr. Schwartz had the option of converting the
remaining portion of the Note into common stock at a conversion price of $.75
per share, which was to expire in December 1995. The maturity date of the Note
was also extended to December 31, 1995.
Page 3 of 5 Pages
<PAGE>
In April 1994, the Issuer repaid the note at face value and
Mr. Schwartz' option to convert was extinguished. At the time the note was
repaid, Mr. Schwartz had the option to convert a principal amount of $127,942
into 170,589 shares of the Issuer. The extinguishment of the option reduced the
number of shares beneficially owned by Mr. Schwartz to 921,333, or 21.7% of the
total outstanding shares of the Issuer at that time.
Item 4. Purpose of Transaction.
The right to convert the principal amount of the note to
common stock discussed in Item 3, was acquired for investment. The right to
convert was also acquired in connection with making the loan to the Issuer and
the extension of the maturity date.
The right to convert debt to common stock was extinguished
upon the repayment of the Note by the Issuer; no shares were issued to Mr.
Schwartz other than those described.
Mr. Schwartz may acquire additional shares of the Issuer's
common stock, whether in the open market or privately negotiated transactions.
Except to the extent stated herein, Mr. Schwartz does not have
any present plan or proposal that relates to or would result in any of the
actions described in clauses (a) - (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Company.
(a) As of September 30, 1997, Mr. Schwartz beneficially owned
865,000 shares of common stock of the Issuer, or 20.2% of the outstanding shares
of the Issuer.
(b) See Items 7 through 10 on the Cover Page of this Amendment
No. 2 to Schedule 13D.
(c) In May and June 1994, Mr. Schwartz sold an aggregate of
42,633 shares in the open market for $0.75 per share, reducing the number of
shares beneficially owned by him to 878,700, or 21.5% of the total outstanding
shares of the Issuer at that time. The shares were sold for the purpose of
portfolio diversification.
In June 1995, Mr. Schwartz sold an aggregate of
13,700 shares in the open market for $0.98 per share, reducing the number of
shares beneficially owned by Mr. Schwartz to 865,000, or 21.2% of the total
outstanding shares of the Issuer at that time. The shares were sold for the
purpose of portfolio diversification.
(d) Not applicable.
(e) Not applicable.
Page 4 of 5 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Company.
Mr. Schwartz has pledged his shares of Common Stock of Issuer (the
"Pledged Stock") to an unrelated third party ("Lender") as security for a loan
made by said Lender to Mr. Schwartz (the "Schwartz Agreement"). Richter
Investment Co., Inc., another reporting person ("RIC") may, at its option, in
the event of a default by Mr. Schwartz under the Schwartz Agreement, pay on Mr.
Schwartz's behalf all sums then due and owing from Mr. Schwartz to Lender. Upon
payment by RIC to Lender, RIC shall have a security interest in the Pledged
Stock. Mr. Schwartz shall have sixty (60) days to repay RIC the amount paid by
it plus interest. If Mr. Schwartz fails to repay RIC within such time, RIC shall
be entitled to (i) retain such number of Pledged Shares evidencing the amount
paid by it plus accrued interest or (ii) sell such number of Pledged Shares to
third parties as required to repay RIC the amount plus accrued interest. The
Pledged Stock constitutes approximately 19.6% of the Common Stock of Issuer
outstanding (exclusive of any warrants, options or other agreements of any
person to acquire Common Stock of the Issuer).
Except as described above, there are no contracts,
arrangements, understandings or relationships between the reporting person and
any other person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
1. Form of Letter between David S. Schwartz and Richter Investment Corp.
(1)
2. Form of Letter between David S. Schwartz, Issuer and Richter Investment
Corp. (1)
- ----------------------------
(1) Incorporated by reference to Exhibits to Schedule 13D filed by Richter
Investment Corp. in August 1989.
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.
October 13, 1997
/s/ David S. Schwartz
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David S. Schwartz
Page 5 of 5 Pages
