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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. 4)*
Rent-A-Wreck of America, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
760098-10-3
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(CUSIP Number)
Ms. Robin Cohn
10324 South Dolfield Road
Owings Mills, MD 21117
(410) 581-8700
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(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, WI 53202
(414) 277-5000
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 [ ].
* 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 5 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robin Cohn
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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*
PF
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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
456,395
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 456,395
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
456,395
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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)
10.2%
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14 TYPE OF REPORTING PERSON*
IN
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*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
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CUSIP NO. 760098-10-3 Page 3 of 5 Pages
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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, MD 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. 4 to Schedule 13D is being filed on behalf
of Alan S. Cohn and Robin Cohn, who have a business address of 10324
South Dolfield Road, Owings Mills, MD 21117 (husband and wife).
(d) and (e). During the last five years neither Mr. or Ms. Cohn has (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. and Ms. Cohn are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Ms. Cohn will use the proceeds obtained from the Company in repurchasing
certain of her stock options as the source of funds for the exercise
price for the remaining stock options held by her. The Company used
working capital as the source of funds for its repurchase of certain of
Ms. Cohn's stock options. See Item 4 below for a full description of the
covered transactions.
ITEM 4. PURPOSE OF THE TRANSACTION.
On September 21, 2000, pursuant to Board of Director authorization given
the same day, the Company repurchased from Ms. Cohn the following stock
options, all of which were to expire on June 30, 2003: (i) 354,167
options exercisable at $1.15 per share for $1.25 per option, or a total
of $442,708.75; and (ii) 154,105 options exercisable at $1.00 per share
for $1.40 per option, or a total of $215,747. On September 21, 2000, Ms.
Cohn also exercised all 329,228 of her remaining stock options, which
were exercisable at $1.00 per share and set to expire on June 30, 2003,
for $1.00 per option, or a total of $329,228. These transactions had as
their purpose the elimination of the market overhang associated with the
numerous stock options outstanding before the transactions. As a result
of the above described transactions, as well as the transactions
described in Amendment No. 4 to Schedule 13D filed by Mr. Ken Blum, Jr.
concurrently herewith, the Company has eliminated all of its outstanding
options and warrants.
<PAGE>
SCHEDULE 13D/A
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CUSIP NO. 760098-10-3 Page 4 of 5 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). Mr. and Ms. Cohn hold an aggregate of 456,395 shares of the
Company's Common Stock, representing in the aggregate approximately
10.2% of the class. Mr. and Ms. Cohn have the power to vote or to direct
the vote of, and the power to dispose or to direct the disposition of,
the shares.
(c). Except for the transactions described in response to Items 5(a) and
(b) above, there have been no transactions by Mr. or Ms. Cohn with
respect to the Company Common Stock during the 60 days preceding the
date of this Schedule 13D.
(d). Not Applicable.
(e). Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings, or relationships
between Mr. Cohn, Ms. Cohn and any other person with respect to any
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Management Agreement dated June 30, 1993 between the Company and KAB*
2. Stock Option Grant to KAB dated June 30, 1993 relating to options for
the purchase of 2,250,000 shares of the Company's Common Stock.*
3. Registration Rights Agreement dated June 30, 1993 among KAB, Kenneth
L. Blum, Sr. and the Company.*
4. Certification of Joint Filing pursuant to Rule 13d-1(k).
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* Incorporated by reference from the Company's Report on Form 8-K dated June
30, 1993.
<PAGE>
SCHEDULE 13D/A
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CUSIP NO. 760098-10-3 Page 5 of 5 Pages
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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.
October 4, 2000
ALAN S. COHN
/s/ Alan S. Cohn
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ROBIN COHN
/s/ Robin Cohn
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