SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
RENT-A-WRECK OF AMERICA, INC.
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(Name of Issuer)
COMMON STOCK
-----------------------------------
(Title of Class of Securities)
760098-10-3
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(CUSIP Number)
William L. Richter, Richter & Co., Inc.
450 Park Avenue, 28th Floor, New York, New York 10022; (212) 421-6300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notes and Communications)
July 14, 1997
-------------------------------
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 11 Pages
<PAGE>
CUSIP NO. 760098-10-3 13D Page 2 of 11 Pages
---------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OR ABOVE PERSON
WILLIAM L. RICHTER
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
Number of 2,190,840 (including shares shown on
Shares pages 3-4 hereof)
Beneficially -----------------------------------------------
Owned by 8 SHARED VOTING POWER
Each 1,200
Reporting -----------------------------------------------
Person 9 SOLE DISPOSITIVE POWER
With 1,622,340 (including shares shown on
pages 3-4 hereof)
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
1,200
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,192,040
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
CUSIP NO. 760098-10-3 13D Page 3 of 11 Pages
---------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OR ABOVE PERSON
RICHTER INVESTMENT CORP.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
Number of 1,858,975 (including shares shown on
Shares pages 3 hereof)
Beneficially -----------------------------------------------
Owned by 8 SHARED VOTING POWER
Each
Reporting -----------------------------------------------
Person 9 SOLE DISPOSITIVE POWER
With 1,097,975 (including shares shown on
pages 3 hereof)
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,858,975
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
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<PAGE>
CUSIP NO. 760098-10-3 13D Page 4 of 11 Pages
---------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OR ABOVE PERSON
RICHTER & CO., INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(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 OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
Number of 272,975
Shares -----------------------------------------------
Beneficially 8 SHARED VOTING POWER
Owned by
Each -----------------------------------------------
Reporting 9 SOLE DISPOSITIVE POWER
Person 272,975
With -----------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,975
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
BD, CO
================================================================================
<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) William L. Richter, Richter Investment Corp., a
Delaware corporation ("RIC"), and Richter & Co.,
Inc., a Delaware corporation ("RCI").
(b) Office address: Richter & Co., Inc. 450 Park Avenue,
28th Floor, New York, New York 10022.
(c) William L. Richter is President of Richter & Co.,
Inc., which is a broker-dealer wholly owned by
Richter Investment Corp., a holding company. Mr.
Richter is a director and Vice Chairman of the
Company, and is a director and Co- Chairman of Avesis
Incorporated, which markets and administers discount
benefit programs. The names, residence or business
addresses and present principal occupation or
employment of the executive officers and directors of
Richter Investment Corp. and Richter & Co, Inc. are
set forth in Appendix 1 hereto and incorporated
herein by this reference.
(d) To the best of the filing persons' knowledge, during
the last five years, none of the persons named in
this Item 2 or in Appendix 1 hereto has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) To the best of the filing persons' knowledge, during
the last five years, none of the persons named in
this Item 2 or in Appendix 1 hereto has been 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.
(f) All individuals named in this Item 2 or in Appendix 1
hereto are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
A. RCI. Using working capital, RCI purchased 60,000 shares of Issuer
Common Stock on March 31, 1997 through exercise of its common stock purchase
warrant, exercisable at $1.25 per share.
Page 5 of 11 Pages
<PAGE>
B. William L. Richter. Mr. Richter used personal funds to purchase
20,000 shares of Issuer Common Stock through exercise of his common stock
purchase warrant, exercisable at $1.25 per share.
Item 4. Purpose of Transaction.
RCI and Mr. Richter purchased the shares described in Item 3
to this Amendment No. 5 for investment purposes. The disposition of shares
reported herein were the result of preferred shares previously subject to a
proxy held by RIC being converted into common shares at the election of the
third party preferred shareholders. Upon conversion, the shares were no longer
subject to the proxy. See Item 4 of Reporting Person's Amendment No. 4 to
Schedule 13D regarding the Reporting Person's other interests in Issuer Shares.
Item 5. Interest in Securities of the Company.
(a) The aggregate number and percentage of Common Stock
beneficially owned by William L. Richter is 2,192,040 (including the securities
referred to in the next sentence) and 38.1%, respectively. RIC is the beneficial
owner of 1,858,975 shares of Common Stock or 32.7% (including the securities
referred to in the next sentence). RCI is the beneficial owner of 272,975 shares
of Common Stock or 6.2%.
The shares held by RCI include 46,600 shares of Common Stock
held in RCI's trading account; warrants for 26,000 shares of Common Stock
exercisable at $.80 per share; and warrants for 36,000 shares and options for
20,000 shares exercisable at $1.00 per share. (RCI also holds warrants for
45,000 shares and options for 25,000 shares exercisable at $1.15 per share on
July 1, 2002, subject to accelerated vesting upon meeting certain performance
targets.)
The shares held by RIC include the shares held by RCI, its
wholly owned subsidiary, and 1,311,000 shares of Preferred Stock deemed
beneficially owned by RIC due to a proxy held by RIC to vote such shares. RIC
also has investment control over 550,000 of the shares of Preferred Stock
referred to in the previous sentence.
The shares held by Richter include the shares held by RIC and
RCI (due to Mr. Richter's positions as an executive officer and director of such
corporations); 178,750 shares of Preferred Stock; 13,750 shares of Preferred
Stock and 6,200 shares of Common Stock held by family members; warrants to
acquire 20,000 shares of Common Stock exercisable at $.80 per share; and
warrants to acquire 24,000 shares and options to acquire 13,334 shares
exercisable at $1.00 per share. The shares of Preferred Stock described in this
paragraph are also included in the number of shares deemed to be owned by RIC in
the previous paragraph due to RIC's proxy. (Richter also holds warrants to
acquire 30,000 shares and options to acquire 16,666 shares exercisable at $1.15
per share on July 1, 2002, subject to accelerated vesting upon meeting certain
performance targets.)
Page 6 of 11 Pages
<PAGE>
(b) See Items 7 through 10 on the Cover Pages of this
Amendment No. 5 to Schedule 13D.
(c) The following transactions with respect to the Company's
securities and involving the reporting persons have taken place during the
preceding 60 days:
(i) In May 1997, a stockholder unrelated to the
Reporting Persons who had investment control over 6,875 Series A
Preferred shares exercised his right to convert his shares for an equal
number of Common Shares for no additional consideration. Upon
conversion, the shares were no longer subject to the proxy held by RIC
and are, therefore, no longer deemed to be beneficially held by RIC.
(ii) In July 1997, a stockholder unrelated to the
Reporting Persons who had investment control over 31,875 Series A
Preferred shares exercised her right to convert her shares for an equal
number of Common Shares for no additional consideration. Upon
conversion, the shares were no longer subject to the proxy held by RIC
and are, therefore, no longer deemed to be beneficially held by RIC.
(d) Other than the Series A Preferred shares reported herein
as owned directly by Reporting Persons, other shareholders have the power to
receive and the power to direct the receipt of dividends from, and the proceeds
from the sale of, the Series A Preferred shares subject to the proxy held by
RIC.
(e) Not applicable.
Item 6. Material to be Filed as Exhibits.
1. Loan Agreement, dated July 31, 1989 between Richter Investment Corp.
and Issuer. (1)
2. Private Placement Agreement, dated July 31, 1989 between Richter & Co.,
Inc. and Issuer. (1)
3. Commitment Letter, dated July 31, 1989 between Richter Investment Corp.
and Issuer. (1)
4. Form of Letter between David Schwartz and Richter Investment Corp. (1)
5. Form of Letter between David Schwartz, Issuer and Richter Investment
Corp. (1)
6. Stock Purchase Warrant issued to Richter & Co., Inc. dated July 1, 1993
for the purchase of 93,000 shares of the Company's Common Stock. (2)
7. Stock Purchase Warrant issued to William L. Richter dated July 1, 1993
for the purchase of 62,000 shares of the Company's Common Stock. (2)
Page 7 of 11 Pages
<PAGE>
8. Voting Agreement among Richter Investment Corp. and certain holders of
the Company's Series A Preferred Stock. (3)
9. Certification of Joint Filing pursuant to Rule 13d-1(f).
- ----------------------------
(1) Incorporated by reference to Exhibits to Reporting Persons' initial
Schedule 13D for August 10, 1989.
(2) Incorporated by reference from the Company's Report on Form 8-K dated
June 30, 1993.
(3) Incorporated by reference from the Company's Report on Form 10-K for
the year ended March 31, 1990.
Page 8 of 11 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
August 28 , 1997
- -------------------------
/s/ William L. Richter
----------------------------------------
William L. Richter
RICHTER & CO., INC.
By: /s/ William L. Richter
-------------------------------------
William L. Richter
President
RICHTER INVESTMENT CORP.
By: /s/ William L. Richter
-------------------------------------
William L. Richter
President
Page 9 of 11 Pages
<PAGE>
Appendix 1
<TABLE>
<CAPTION>
1. Richter Investment Corp.
------------------------
Directors
---------
<S> <C> <C>
Benson A. Selzer 315 E. 62nd St. Chairman, DRS Industries;
New York, NY 10021 officer and director of several other
public and private companies
Richard L. Rubin 40 Old Corner Road Professor of Political Science
Bedford, New York 10506 and Public Policy at Swarthmore
College; engaged in various
Investments
William L. Richter 450 Park Avenue, 28th Floor Chairman and President of Richter
New York, New York 10022 Investment Corp. and Richter & Co.,
Inc.; Co-Chairman of Avesis
Incorporated, Vice-Chairman of
Rent-A-Wreck of America, Inc.; Mr.
Richter exercises approximately 85% of
the voting control of Richter
Investment Corp.
Executive Officers
------------------
William L. Richter 450 Park Avenue, 28th Floor President
New York, New York 10022
L. Christine Lynch 450 Park Avenue, 28th Floor Vice President and Secretary
New York, New York 10022
2. Richter & Co., Inc.
-------------------
Directors
---------
William L. Richter 450 Park Avenue, 28th Floor Director
New York, New York 10022
Executive Officers
------------------
William L. Richter 450 Park Avenue, 28th Floor President
New York, New York 10022
L. Christine Lynch 450 Park Avenue, 28th Floor Vice President
New York, New York 10022
</TABLE>
Page 10 of 11 Pages
EXHIBIT 9
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CERTIFICATION REGARDING JOINT FILING OF
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SCHEDULE 13D PURSUANT TO RULE 13d-l(f)
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OF THE SECURITIES AND EXCHANGE COMMISSION
-----------------------------------------
William L. Richter, Richter & Co., Inc. and Richter Investment
Corp. do hereby certify that the Schedule 13D to which this certification is
attached as Exhibit 9 is being filed with the Securities and Exchange Commission
on behalf of each of the undersigned.
Dated: August 28 , 1997
---------------------------
RICHTER & CO., INC.
By: /s/ William L. Richter
-------------------------------------
William L. Richter
President
RICHTER INVESTMENT CORP.
By: /s/ William L. Richter
-------------------------------------
William L. Richter
President
/s/ William L. Richter
----------------------------------------
William L. Richter
Page 11 of 11 Pages
