SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6 )*
RENT-A-WRECK OF AMERICA, INC.
-----------------------------
(NAME OF ISSUER)
COMMON STOCK
------------------------------
(TITLE OF CLASS OF SECURITIES)
760098-10-3
(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)
MARCH 5, 1999
-----------------------------
(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 ss.ss. 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box o.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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 12 Pages
<PAGE>
SCHEDULE 13D
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CUSIP NO. 760098-10-3 13D PAGE 2 OF 12 PAGES
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM L. RICHTER
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
2,075,631 (including shares shown on pages 3-4 hereof)
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,200
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,734,006 (including shares shown on pages 3-4 hereof)
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,200
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,076,831
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 760098-10-3 13D PAGE 3 OF 12 PAGES
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHTER INVESTMENT CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
1,702,100 (including shares shown on page 4 hereof)
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,360,475 (including shares shown on page 4 hereof)
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,702,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.6%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 760098-10-3 13D PAGE 4 OF 12 PAGES
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHTER & CO., INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
296,375
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 296,375
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,375
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14 TYPE OF REPORTING PERSON*
BD, CO
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<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 120, 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") (collectively, the "Reporting Persons").
(b) Principal business and office addresses for Reporting Persons :
Richter & Co., Inc.
450 Park Avenue, 28th Floor
New York, New York 10022.
(c) William L. Richter is President of RCI, which is a broker-dealer
wholly owned by RIC, a holding company. Mr. Richter is a director
and Vice Chairman of the Company. He is a director and
Co-Chairman of Avesis Incorporated, which markets and administers
discount benefit programs. Mr. Richter is Senior Managing
Director of Cerberus Capital Management, L.P., which manages a
group of private investment funds and related entities. 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 Reporting 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 Reporting 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.
Page 5 of 12 Pages
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement is being filed to reflect changes in beneficial
ownership and voting power of the Reporting Persons that have occurred as a
result of the Company's continuing program to repurchase Common Stock and Series
A Convertible Preferred Stock (the "Preferred Stock") funded from the Company's
working capital. Consequently, the changes in beneficial ownership and voting
power reported in this Statement are not the result of any expenditures of funds
by the Reporting Persons, but rather resulted from the Company's repurchasing
shares of its Common and Preferred Stock from shareholders, including
shareholders that have granted RIC a proxy to vote their shares, other than the
Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION.
The disposition of shares reported herein was not the result of actions
on the part of the Reporting Persons, but rather resulted from the Company's
repurchasing shares of Common Stock and Preferred Stock pursuant to an
established repurchase program. Pursuant to that program, the most recent
purchase occurred on March 5, 1999. The Company has repurchased 429,175 shares
of Common Stock and 247,500 shares of Preferred Stock since the Reporting
Persons filed their last amendment to Schedule 13D on August 29, 1997. Because
certain of the repurchased shares of Preferred Stock, which are convertible
one-to-one into shares of Common Stock, were subject to a proxy held by RIC
prior to their repurchase by the Company, such repurchases decreased the number
of common shares over which RIC had voting power (and over which William L.
Richter indirectly had voting power because of his control of RIC) by 247,500
shares. Despite this decrease in the number of shares over which William L.
Richter held voting power, and thereby beneficially owned for purposes of
Schedule 13D, Mr. Richter's aggregate percentage of beneficial ownership
increased from 38.1% to 40.9% from the last amendment to Schedule 13D filed by
the Reporting Persons on August 29, 1997 to this current Statement. This was the
result of the above described decrease in aggregate beneficial holdings and an
even greater decrease in shares of Preferred and Common Stock outstanding as a
result of the Company's repurchase program. Shares of Common Stock outstanding
on a fully diluted basis decreased from 5,693,892 as of August 29, 1997 to
5,073,217 as of March 5, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) The aggregate number and percentage of Common Stock beneficially
owned by William L. Richter are 2,076,831 (including the securities referred to
in the next sentence) and 40.9%, respectively. RIC is the beneficial owner of
1,702,100 shares of Common Stock or 33.6% (including the securities referred to
in the next sentence). RCI is the beneficial owner of 296,375 shares of Common
Stock or 5.8%.
The shares held by RCI include 170,375 shares of Common Stock held
directly; and warrants for 36,000 shares of Common Stock and options for 20,000
shares of Common Stock exercisable
Page 6 of 12 Pages
<PAGE>
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 the Company's meeting certain performance targets.)
The shares held by RIC include the shares held by RCI, its wholly
owned subsidiary, and 1,084,125 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 Mr. Richter include the shares held by RIC and RCI
(due to Mr. Richter's positions as an executive officer and director of such
corporations); 289,531 shares of Common Stock held directly or through Mr.
Richter's Individual Retirement Account; 178,750 shares of Preferred Stock;
1,200 shares of Common Stock held by Mrs. Richter's IRA; and warrants to acquire
24,000 shares of Common Stock and options to acquire 13,334 shares of Common
Stock 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 of Common Stock and options to acquire 16,666 shares of
Common Stock exercisable at $1.15 per share on July 1, 2002, subject to
accelerated vesting upon the Company's meeting certain performance targets.)
(b) See Items 7 through 10 on the Cover Pages of this Amendment No. 6
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) On February 5, 1999, the Company repurchased 68,750 shares of
Preferred Stock from stockholders unrelated to the Reporting Persons
for $1.60 per share. The repurchase was funded out of the Company's
working capital and effected via a transfer agent. Because RIC held
proxy power over these shares prior to their repurchase, upon their
repurchase, the shares were no longer subject to the proxy held by RIC
and are, therefore, no longer deemed to be beneficially held by RIC
and, indirectly, William L. Richter.
(ii) On February 25, 1999, the Company repurchased 61,875 shares
of Preferred Stock from a stockholder unrelated to the Reporting
Persons for $1.60 per share. The repurchase was funded out of the
Company's working capital and effected via a transfer agent. Because
RIC held proxy power over these shares prior to their repurchase, upon
their repurchase, the shares were no longer subject to the proxy held
by RIC and are, therefore, no longer deemed to be beneficially held by
RIC and, indirectly, William L. Richter.
(iii) On February 10, 1999, William L. Richter exercised a
warrant to purchase 12,000 shares of Common Stock at a price of $.80
per share. The exercise was funded out of his personal funds and
effected via the Company.
Page 7 of 12 Pages
<PAGE>
(iv) On February 10, 1999, RCI exercised a warrant to purchase
14,000 shares of Common Stock at a price of $.80 per share. The
exercise was funded out of working capital and effected via the
Company.
(v) On March 3, 1999, the Company repurchased 96,250 shares of
Preferred Stock from a stockholder unrelated to the Reporting Persons
for $1.60 per share and 71,200 shares of Common Stock at $1.25 per
share. The repurchase was funded out of the Company's working capital
and effected via a transfer agent. Because RIC held proxy power over
these Preferred Shares prior to their repurchase, upon their
repurchase, the shares were no longer subject to the proxy held by RIC
and are, therefore, no longer deemed to be beneficially held by RIC
and, indirectly, William L. Richter.
(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. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as described herein or in Item 6 of the Reporting Persons'
Amendment No. 5 to Schedule 13D, filed August 29, 1997 and incorporated herein
by this reference, there are no contracts, arrangements, understandings or
relationships between the Reporting Persons and any other person with respect to
any securities of the Company.
Pursuant to the voting agreement entered into by the investors (other
than management or former management of the Company) in connection with the
previous capital raising, RIC holds the right to vote such shares of Preferred
Stock. The holders of the Preferred Stock, as a class, have the right to elect a
maximum of four (4) designees to the Board of Directors of the Company. Such
right commenced with the issuance of the Preferred Stock and will terminate at
such time that less than 500,000 shares of Preferred Stock remain outstanding.
Currently, the holders of Preferred Stock elect two directors.
A shareholder of the Company, David A. Schwartz, has pledged 800,000 of
his shares of Common Stock of the Company (the "Pledged Stock") to an unrelated
third party ("Lender") as security for a loan made by said Lender to Mr.
Schwartz (the "Schwartz Agreement"). 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.
Page 8 of 12 Pages
<PAGE>
The Pledged Stock constitutes approximately 17.0% of the Common Stock of the
Company outstanding on a fully diluted basis.
ITEM 7. 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)
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).
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(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 9 of 12 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.
May 10, 1999
/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 10 of 12 Pages
<PAGE>
Appendix 1
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. RICHTER INVESTMENT CORP.
DIRECTORS
Richard L. Rubin 36 The Crossing Professor of Political Science
Purchase, New York 10577 and Public Policy at Swarthmore
College; engaged in various
investment activities
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. and
Senior Managing Director of
Cerberus Capital Management, L.P.;
Mr. Richter exercises approximately
94.3% 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 11 of 12 Pages
<PAGE>
EXHIBIT 9
CERTIFICATION REGARDING JOINT FILING OF
SCHEDULE 13D PURSUANT TO RULE 13d-l(k)
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: May 10, 1999
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 12 of 12 Pages
