-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GQCWYt/HdJbC3YQmFgbg7aRH5g0MNXY8Zdv9WOzNzgQgss7YDKz5VCtgKg+QMGQi giXhugqyXC1mbko5IrpG/g== 0000889812-97-001310.txt : 19970606 0000889812-97-001310.hdr.sgml : 19970606 ACCESSION NUMBER: 0000889812-97-001310 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970605 SROS: NASD GROUP MEMBERS: HILLTOP PARTNERS,L.P. GROUP MEMBERS: LAIFER CAPITAL MANAGMENT INC GROUP MEMBERS: LANCE LAIFER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRM COPY CENTERS CORP CENTRAL INDEX KEY: 0000749254 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 930809419 STATE OF INCORPORATION: OR FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47069 FILM NUMBER: 97619496 BUSINESS ADDRESS: STREET 1: 5208 N E 122ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97230-1074 BUSINESS PHONE: 5032578766 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAIFER CAPITAL MANAGMENT INC CENTRAL INDEX KEY: 0000901103 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 114 WEST 47TH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-921-4139 MAIL ADDRESS: STREET 1: 114 WEST 47TH STREET 26TH FLOOR STREET 2: 114 WEST 47TH STREET 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: LAIFER INC DATE OF NAME CHANGE: 19930419 SC 13D/A 1 AMENDMENT NO. 2 TO STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* TRM Copy Centers Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 8762636105 (CUSIP Number) Mr. Lance Laifer Gerald Adler Laifer Capital Management, Inc. Shereff, Friedman, Hoffman & Goodman, LLP Hilltop Partners, L.P. 919 Third Avenue 45 West 45th Street New York, New York 10022 New York, New York 10036 (212) 758-9500 (212) 921-4139 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 4, 1997 (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 statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]. 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). SCHEDULE 13D CUSIP No. 872636105 Page 2 of Pages -------------------- ------- -------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hilltop Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 410,850 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 410,850 PERSON 10 SHARED DISPOSITIVE POWER WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 410,850 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 14 TYPE OF REPORTING PERSON* PN *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. 2 of 7 59021-1 ~ 03465-1 ~ 06/04/97 ~ 10:19 am SCHEDULE 13D CUSIP No. 872636105 Page 3 of Pages -------------------- ------- -------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Laifer Capital Management, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 534,450 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 534,450 PERSON 10 SHARED DISPOSITIVE POWER WITH 246,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 780,650 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% 14 TYPE OF REPORTING PERSON* CO, IA *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. 2 of 7 SCHEDULE 13D CUSIP No. 872636105 Page 4 of Pages -------------------- ------- -------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lance Laifer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 534,450 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 534,450 PERSON 10 SHARED DISPOSITIVE POWER WITH 246,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 780,650 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% 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. 2 of 7 SCHEDULE 13D AMENDMENT NO. 2 TRM COPY CENTERS CORPORATION This Amendment No. 2 to the Statement on Schedule 13D amends and supplements the Statement on Schedule 13D relating to the event date of March 29, 1996 (the "Schedule 13D") and Amendment No. 1 to the Schedule 13D relating to the event date of March 21, 1997 filed by Hilltop Partners, L.P., Laifer Capital Management, Inc. and Lance Laifer (the "Reporting Persons") relating to the common stock (the "Common Stock") of TRM Copy Centers Corporation (the "Issuer"). The address of the Issuer is 5208 N.E. 122nd Avenue, Portland, Oregon 97230. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Schedule 13D. Item 4. Purpose of the Transaction. Item 4 of the Schedule 13D is hereby amended to read in its entirety as follows: Each of the Reporting Persons acquired its respective shares of Common Stock of the Issuer for investment purposes. The Reporting Persons believe that the current market price of the Common Stock does not reflect the value of the Issuer. The Reporting Persons, by letter to the Issuer's Board of Directors dated June 4, 1997, urged the Issuer's Board of Directors to immediately take proactive steps to increase the value of the Common Stock. The Reporting Persons suggested to the Issuer's Board of Directors that as a first step the Issuer should use its excess cash flow to implement a share repurchase program, dutch tender auction or extraordinary dividend. The Reporting Persons suggested that the Board should then consider and take additional steps to manage the Issuer's capital structure to benefit its owners - the shareholders. On several occasions over the past year, the Reporting Persons have had discussions with certain officers and directors of the Issuer during which the Reporting Persons expressed their view that in spite of the good job being done by the day to day operating management of the Issuer, the Issuer's overly conservative capital structure and lack of focus on enhancing shareholder value were compromising returns to shareholders. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may acquire or dispose of securities of the Issuer, including shares of Common Stock, directly or indirectly, in open-market or privately negotiated transactions, depending upon the evaluation of the performance and prospects of the Issuer by the Reporting Persons and upon other developments and circumstances, including, but not limited to, general economic and business conditions and stock market conditions. In addition, depending on the actions taken by the Issuer to enhance shareholder value and the foregoing factors, the Reporting Persons may consider taking such actions as they believe would facilitate the enhancement of shareholder value for all shareholders, including, but not limited to, having discussions with other shareholders regarding alternative ways of enhancing shareholder value. Except for the foregoing and as disclosed below, no Reporting Person has any present plans or proposals which relate to or would result in any of the actions or events described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: (a) Hilltop is the beneficial owner of 410,850 shares (5.9%) of Common Stock. Laifer Capital Management, Inc. is the beneficial owner of 780,650 shares (11.3%) of Common Stock. The 780,650 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. include: (i) 410,850 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. in its capacity as General Partner of and Investment Advisor to Hilltop, which shares have been described in the previous paragraph; and (ii) 369,800 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. in its capacity as investment advisor to (A) various Wolfson family entities ("Wolfson"), One State Street Plaza, New York 10004-1505 and (B) Hilltop Offshore Limited ("Offshore"), a Cayman Islands company, c/o Consolidated Fund Management Limited, P.O. Box HM 2257, Par La Ville Place, Par La Ville Road, Hamilton HMJX, Bermuda (Wolfson and Offshore are collectively referred to herein as the "Clients"). Lance Laifer, as sole Director and principal stockholder of Laifer Capital Management, Inc., is the beneficial owner of the 780,650 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. as described above. The number of shares beneficially owned by each of the Reporting Persons and the percentage of outstanding shares presented thereby, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership of the Reporting Persons is based on 6,924,928 outstanding shares of Common Stock as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 1997. (b) Hilltop has the sole power (i) to vote or to direct the voting of and (ii) to dispose and to direct the disposition of the 410,850 shares of Common Stock beneficially owned by it. Hilltop's power to vote and dispose of its shares rests with Laifer Capital Management, Inc., in its capacity as Hilltop's General Partner. Laifer Capital Management, Inc. has the sole power (i) to vote and to direct the voting of and (ii) to dispose and direct the disposition of the 410,850 shares of Common Stock beneficially owned by it in its capacity as the General Partner of Hilltop. Laifer Capital Management, Inc. has the sole power (i) to vote and to direct the voting of and (ii) to dispose and direct the disposition of the 123,600 shares of Common Stock owned by Offshore. Laifer Capital Management, Inc. shares with certain of the Clients the power to dispose and direct the disposition of the 246,200 shares of Common Stock owned by Laifer Capital Management, Inc. in its capacity as Investment Advisor to such Clients. Wolfson retains the sole power to vote and direct the voting of the shares of Common Stock owned by it. (c) Each of the Reporting Persons acquired beneficial ownership of additional shares of Common Stock since the filing of Amendment No. 1 to the Schedule 13D. All such transactions were effected on the open market. Additional information concerning transactions during the past 60 days is contained on Annex A hereto. (d) Not applicable. (e) Not applicable. Item 7. Material to be Filed as Exhibits. Exhibit A: Letter from the Reporting Persons to the Board of Directors of the Issuer dated June 4, 1997. 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. Dated: June 5, 1997 HILLTOP PARTNERS, L.P. By: LAIFER CAPITAL MANAGEMENT, INC., as General Partner By: /s/ Lance Laifer -------------------------------------- Lance Laifer, President LAIFER CAPITAL MANAGEMENT, INC. By: /s/ Lance Laifer -------------------------------------- Lance Laifer, President /s/ Lance Laifer -------------------------------------- LANCE LAIFER Annex A Laifer Hilltop Wolfson Offshore Date Price Comm. # Shares # Shares # Shares # Shares 4/9/97 10.75 .06 1,500 800 500 200 4/11/97 10.625 .06 1,100 600 400 100 4/14/97 10.8125 -- 8,000 4,400 2,600 1,000 4/16/97 11.00 .06 1,500 800 500 200 4/17/97 10.875 .06 700 700 0 0 4/18/97 10.8125 .06 600 600 0 0 4/30/97 10.5625 .06 1,000 600 300 100 4/30/97 10.5625 -- 16,000 8,800 5,200 2,000 4/30/97 10.7917 .06 6,000 3,300 2,000 700 5/6/97 10.50 .06 1,200 700 400 100 5/7/97 9.875 .06 3,300 1,900 1,000 400 5/7/97 10.2142 .06 14,300 7,900 4,600 1,800 5/9/97 10.3125 -- 3,000 0 3,000 0 5/12/97 10.875 .06 1,000 0 1,000 0 5/13/97 10.75 .06 10,000 0 10,000 0 5/16/97 10.3564 .06 4,700 2,700 1,400 600 5/16/97 10.75 .06 3,100 1,800 900 400 5/19/97 10.625 .06 300 0 300 0 5/20/97 10.75 .06 1,000 0 1,000 0 5/21/97 10.25 .06 200 0 200 0 5/23/97 10.75 .06 2,500 1,400 800 300 5/30/97 10.75 .06 500 0 500 0 EX-99.(A) 2 LETTER FROM THE REPORTING PERSONS TO THE BOARD OF DIRECTORS [LAIFER CAPITAL MANAGEMENT, INC. LETTERHEAD] June 4, 1997 The Board of Directors TRM Copy Centers Corporation 5208 N.E. 122nd Avenue Portland, OR 97230 Re: TRM Copy Centers Corporation (the "Company") Dear Sirs: As a longtime shareholder and supporter of the Company, I am writing to express my increasing frustration with the Company's failure to take actions to enhance shareholder value. I strongly urge the Company's Board of Directors to immediately implement proactive steps to increase the value of the Company's shares. As a first step the Company should use its excess cash flow to implement a share repurchase program, dutch tender auction or extraordinary dividend. The Board should then consider and take additional steps to manage the Company's capital structure to benefit its owners - the shareholders. As you know, Laifer Capital Management, Inc., through its managed accounts, currently beneficially owns approximately 780,650 shares (11.3%) of the common stock of the Company. As one of the Company's largest shareholders, I have had discussions in the past with certain officers and directors of the Company at which I repeatedly expressed my view that in spite of the good job being done by the day to day operating management of the Company, the Company's overly conservative capital structure, and lack of focus on enhancing shareholder value were compromising returns to shareholders. Companies with similar operating dynamics that emphasize, maintain and articulate an orientation toward maximizing shareholder returns have shown far greater stock market performance than the Company. I intend to review my investment in the Company on a continuing basis and depending on the actions taken by the Company to enhance shareholder value and other factors, I may consider taking any such actions as I believe would facilitate the enhancement of value for all shareholders, including, but not limited to, having discussions with other shareholders regarding alternative ways of enhancing the value of our collective invesment in the Company. I intend to file with the Securities and Exchange Commission an amended Statement of Beneficial Ownership on Schedule 13D to reflect the beliefs expressed in this letter. The Board of Directors TRM Copy Centers Corporation June 4, 1997 Page 2 I believe the Company's fundamental business prospects are extremely promising but that the Company's per share price does not reflect the intrinsic value of the Company if it were operated with a greater emphasis on shareholder return. I hope you will agree with me and take immediate action. LAIFER CAPITAL MANAGEMENT, INC. By:/s/ Lance Laifer ------------------------ Lance Laifer President -----END PRIVACY-ENHANCED MESSAGE-----