------------------------------------
OMB APPROVAL
------------------------------------
OMB Number: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours to perform............ 14.90
------------------------------------
UNITED STATES
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.
------------------------------
(Name of Issuer)
Common Stock, $.01 par value
------------------------------
(Title of Class of Securities)
760098-10-3
--------------
(CUSIP Number)
Mr. Alan Cohn and Ms. Robin Cohn
10324 South Dolfield Road
Owings Mills, MD 21117
(410) 581-8700
--------------------------------------------------------
(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
September 21, 2000
-------------------------------------------------------
(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 [ ].
[*THIS AMENDMENT NO. 5 IS BEING FILED TO REPLACE AMENDMENT NO. 4 WHICH WAS
PREMATURELY FILED IN INVALID DRAFT FORM.]
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
--------------------- -------------------
CUSIP NO. 760098-10-3 Page 2 of 6 Pages
--------------------- -------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan and Robin Cohn
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(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
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-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
456,395
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
--------------------------------------------------------------------------
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
--------------------- ------------------
CUSIP NO. 760098-10-3 Page 3 of 6 Pages
--------------------- ------------------
ITEM 1. SECURITY AND ISSUER
Title of Class of Equity Security:
Common Stock, $.01 par value ("Common Stock")
Principal Executive Offices of Issuer:
Rent-A-Wreck of America, Inc. (the "Company")
10324 South Dolfield Road
Owings Mills, MD 21117
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c). This Amendment No. 5 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.
<PAGE>
SCHEDULE 13D
--------------------- ------------------
CUSIP NO. 760098-10-3 Page 4 of 6 Pages
--------------------- ------------------
ITEM 4. PURPOSE OF TRANSACTION
On September 21, 2000, pursuant to Board of Director authorization given the
same day, the Company repurchased from Mr. 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, Mr. 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., the
Company has eliminated all of its outstanding options and warrants.
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).
----------
* Incorporated by reference from the Company's Report on Form 8-K dated June
30, 1993.
<PAGE>
SIGNATURE
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
correct.
October 26, 2000 /s/ Alan S. Cohn
----------------------- ----------------------------------
Date Signature
Alan S. Cohn
----------------------------------
Name
/s/ Robin Cohn
----------------------------------
Signature
Robin Cohn
----------------------------------
Name
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
<PAGE>
EXHIBIT 4
CERTIFICATION REGARDING JOINT FILING OF
SCHEDULE 13D PURSUANT TO RULE 13D-1(K)
OF THE SECURITIES AND EXCHANGE COMMISSION
Alan S. Cohn and Robin Cohn do hereby certify that the Schedule 13D to
which this certification is attached as Exhibit 4 is being filed with the
Securities and Exchange Commission on behalf of each of the undersigned.
October 26, 2000 /s/ Alan S. Cohn
----------------------- ----------------------------------
Date Signature
Alan S. Cohn
----------------------------------
Name
/s/ Robin Cohn
----------------------------------
Signature
Robin Cohn
----------------------------------
Name
