RENT A WRECK OF AMERICA INC
SC 13D/A, 1999-12-15
PATENT OWNERS & LESSORS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*


                          Rent-A-Wreck of America, Inc.
                         ------------------------------
                                (Name of Issuer)

                          Common Stock, $.01 par value
                         ------------------------------
                         (Title of Class of Securities)

                                   760098-10-3
                                 --------------
                                 (CUSIP Number)

                                 David Schwartz
                            12333 West Pico Boulevard
                          Los Angeles, California 90064
                                  310-478-0676
            --------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 WITH A COPY TO:
                             Walter J. Skipper, Esq.
                               Quarles & Brady LLP
                            411 East Wisconsin Avenue
                           Milwaukee, Wisconsin 53202
                                  (414)277-5000

                                November 23, 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  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).
<PAGE>
                                  SCHEDULE 13D/A
- ---------------------                                          -----------------
CUSIP NO. 760098-10-3                                          PAGE 2 OF 5 PAGES
- ---------------------                                          -----------------

1   NAMES OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    David Schwartz
    ###-##-####
    --------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) [ ]
                                                                       (b) [ ]
    --------------------------------------------------------------------------
3   SEC USE ONLY

    --------------------------------------------------------------------------
4   SOURCE OF FUNDS*

    PF
    --------------------------------------------------------------------------
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEMS 2(d) OR 2(e)                                                  [ ]

    --------------------------------------------------------------------------
6   CITZENSHIP OR PLACE OF ORGANIZATION

    United States
    --------------------------------------------------------------------------
                  7  SOLE VOTING POWER
                     465,000
     NUMBER OF       ---------------------------------------------------------
      SHARES      8  SHARED VOTING POWER
    BENEFICIALLY     -0-
     OWNED BY        ---------------------------------------------------------
       EACH       9  SOLE DISPOSITIVE POWER
     REPORTING       465,000
      PERSON         ---------------------------------------------------------
       WITH      10  SHARED DISPOSITIVE POWER
                     -0-
                     ---------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    465,000
    --------------------------------------------------------------------------
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]


    --------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    13.1%
    --------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON*

    IN
    --------------------------------------------------------------------------
                      *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.
<PAGE>
                                  SCHEDULE 13D/A
- ---------------------                                          -----------------
CUSIP NO. 760098-10-3                                          PAGE 3 OF 5 PAGES
- ---------------------                                          -----------------


ITEM 1. SECURITY AND ISSUER.

Name of Issuer and Address of Principal Executive Offices:

     Rent-A-Wreck of America, Inc. (the "Company")
     10324 South Dolfield Road
     Owings Mills, Maryland  21117

Title of Security to which this statement relates:

     Common Stock, $.01 par value ("Common Stock")

ITEM 2. IDENTITY AND BACKGROUND.

     (a)-(c).  This  Amendment No. 2 to Schedule 13D is filed on behalf of David
     Schwartz,  an  individual  with a  business  address  of  12333  West  Pico
     Boulevard,  Los Angeles,  California 90064. Mr. Schwartz is an investor and
     operator of a Company franchise in Los Angeles, California.

     (d) and (e).  During  the last  five  years Mr.  Schwartz  has not (i) been
     convicted in a criminal proceeding (excluding traffic violations or similar
     misdemeanors)  or (ii) been a party to a civil  proceeding of a judicial or
     administrative  body of  competent  jurisdiction  and 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.

     (f). Mr. Schwartz is a citizen of the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     Not  Applicable.  This Amendment is to report the sale of 400,000 shares of
     Common Stock to the Company.

ITEM 4. PURPOSE OF THE TRANSACTION.

     Pursuant to a Stock Purchase Agreement, Mr. Schwartz sold 400,000 shares of
     Common Stock to the Company for $790,000 on November 23, 1999.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

     (a) and (b).  As  reported  in the  original  Schedule  13D,  Mr.  Schwartz
     acquired  shares of Common Stock over which he holds voting and dispositive
     control.  830,000 of 865,000  were  pledged to a third  party bank and that
     pledge has been  canceled  and Mr.  Schwartz  has  voting  and  dispositive
     control.  From time to time, as conditions  merit, Mr. Schwartz may gift or
     sell shares.

     (c). Except for the execution and delivery of the Stock Purchase  Agreement
     and the  sale of  400,000  shares  of  Common  Stock,  there  have  been no
     transactions  by Mr.  Schwartz  with  respect to the Company  Common  Stock
     during the 60 days preceding the date of this Schedule 13D.

     (d). Not Applicable.
<PAGE>
                                  SCHEDULE 13D/A
- ---------------------                                          -----------------
CUSIP NO. 760098-10-3                                          PAGE 4 OF 5 PAGES
- ---------------------                                          -----------------


     (e). Not Applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER.

     Except for the Stock Purchase Agreement  (described in Item 4 above), which
     is  incorporated  by reference in this Amendment No. 2 to Schedule 13D, and
     agreements  referred  to or  contained  therein,  there  are no  contracts,
     arrangements,  understandings or relationships between Mr. Schwartz and any
     other person with respect to any  securities  of  Rent-A-Wreck  of America,
     Inc.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

    Stock Purchase Agreement,  dated November 17, 1999 and consummated  November
    23, 1999 (described in Item 4 above), is incorporated by reference.
<PAGE>
                                  SCHEDULE 13D/A
- ---------------------                                          -----------------
CUSIP NO. 760098-10-3                                          PAGE 5 OF 5 PAGES
- ---------------------                                          -----------------


     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
accurate.

December 15, 1999

                                        DAVID SCHWARTZ


                                        /s/ David Schwartz
                                        ----------------------------------------


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