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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. 7)*
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 INVESTMENT CORP.
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 Notices and Communications)
September 21, 2000
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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).
<PAGE>
SCHEDULE 13D/A
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CUSIP NO. 760098-10-3 Page 2 of 8 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
2,041,506 (including shares shown on page 3 hereof)
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,200
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,720,256 (including shares shown on page 3 hereof)
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,200
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,042,706
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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)
36.5%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D/A
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CUSIP NO. 760098-10-3 Page 3 of 8 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
1,667,975
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,346,725
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,667,975
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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)
29.8%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D/A
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CUSIP NO. 760098-10-3 Page 4 of 8 Pages
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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 10324
South Dolfield Road, Owings Mills, Maryland 21117.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by:
(a) William L. Richter and Richter Investment Corp., a Delaware
corporation ("RIC") (collectively, the "Reporting Persons").
(b) Principal business and office addresses for Reporting Persons:
Richter Investment Corp.
450 Park Avenue, 28th Floor
New York, New York 10022.
(c) William L. Richter is President of RIC. 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. 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>
SCHEDULE 13D/A
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CUSIP NO. 760098-10-3 Page 5 of 8 Pages
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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 September 21, 2000 repurchase of stock options from Mr. Ken Blum, Jr.
and Ms. Robin Cohn 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 stock options for the Company's Common
Stock from other shareholders.
ITEM 4. PURPOSE OF TRANSACTION.
The changes in percentage share ownership amounts reported herein were
not the result of actions on the part of the Reporting Persons, but rather
resulted from the Company's repurchasing stock options and warrants for the
purchase of Common Stock from Mr. Ken Blum, Jr. and Ms. Robin Cohn.
Specifically, on September 21, 2000, the Company repurchased from Mr. Blum
449,449 stock options, and from Ms. Cohn, 508,272 stock options. In addition, on
the same date, Mr. Blum exercised 288,051 common stock options, and Ms. Cohn
exercised 329,228 common stock options. As a result of these transactions,
undiluted shares of the Company's Common Stock outstanding increased from
3,878,217 to 4,495,496 shares. Fully diluted shares of the Company's Common
Stock, which include 1,105,000 shares of Series A Convertible Preferred Stock
("Preferred Stock") outstanding, decreased from 6,558,217 shares to 5,600,496
shares on account of these transactions. Percentage share amounts for Common
Stock of the Company in this Statement are based on 5,600,496 fully diluted
shares of the Company's Common Stock as of the date of this Statement.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) The aggregate number and percentage of Common Stock beneficially
owned by William L. Richter are 2,042,706 (including the securities referred to
in the next paragraph) and 36.5%, respectively. RIC is the beneficial owner of
1,667,975 shares of Common Stock or 29.8% (including the securities referred to
in the next paragraph).
The shares held by RIC are shares of Common Stock held directly, and
1,050,000 shares of Preferred Stock deemed beneficially owned by RIC due to
proxies held by RIC to vote such shares. Shares of Preferred Stock are
convertible on a one-to-one basis into shares of Common Stock. RIC has
investment control over 550,000 of the 1,050,000 shares of Preferred Stock over
which it holds proxies.
The shares held by Mr. Richter include the shares held by RIC (due to
Mr. Richter's positions as an executive officer and director of such
corporation), 373,531 shares of Common Stock held directly or through Mr.
Richter's Individual Retirement Account, 178,750 shares of Preferred Stock
(which shares are included in the 1,050,000 shares of Preferred Stock over which
RIC holds proxies), and 1,200 shares of Common Stock held by Mrs. Richter's IRA.
<PAGE>
SCHEDULE 13D/A
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CUSIP NO. 760098-10-3 Page 6 of 8 Pages
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(b) See Items 7 through 10 on the Cover Pages of this Amendment No. 7 to
Schedule 13D.
(c) No transactions with respect to the Company's securities and
involving the Reporting Persons have taken place during the preceding 60 days.
(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 or Item 6 of the
Reporting Persons' Amendment No. 6 to Schedule 13D, filed May 11, 1999, which
are 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 of Preferred Stock remain outstanding.
Currently, the holders of Preferred Stock elect three directors.
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. Voting Agreement among Richter Investment Corp. and certain holders
of the Company's Series A Preferred Stock. (2)
5. Certification of Joint Filing pursuant to Rule 13d-1(k).
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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 10-K for the
year ended March 31, 1990.
<PAGE>
SCHEDULE 13D/A
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CUSIP NO. 760098-10-3 Page 7 of 8 Pages
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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.
October 5, 2000 /s/ William L. Richter
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William L. Richter
RICHTER INVESTMENT CORP.
By: /s/ William L. Richter
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William L. Richter
President
<PAGE>
SCHEDULE 13D/A
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CUSIP NO. 760098-10-3 Page 8 of 8 Pages
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Appendix 1
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
New York, New York 10022 Richter Investment Corp.;
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 and Secretary
New York, New York 10022
