-----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, JI0gpwnY+VNmFlwaHk1mfa0DjEG00xyA8cMdKXz9W4tl7qjOFbmeboF0DMmc36uo CGOP4ufQLpZ+UUMXwYAfBA== 0000889812-97-001754.txt : 19970819 0000889812-97-001754.hdr.sgml : 19970819 ACCESSION NUMBER: 0000889812-97-001754 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970818 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: 97665516 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. 3 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. 3)* 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) August 15, 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 413,750 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 413,750 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,750 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% 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 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 537,950 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 537,950 10 SHARED DISPOSITIVE POWER 247,700 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 785,650 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4% 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 537,950 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 537,950 10 SHARED DISPOSITIVE POWER 247,700 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 785,650 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4% 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. 3 TRM COPY CENTERS CORPORATION This Amendment No. 3 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"), Amendment No. 1 to the Schedule 13D relating to the event date of March 21, 1997 and Amendment No. 2 to the Schedule 13D relating to the event date of June 4, 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 add the following: On August 15, 1997, Laifer Capital Management, Inc. sent the following letter to the President and Chief Executive Officer of the Issuer: August 15, 1997 TRM Copy Centers Corporation 5208 N.E. 122nd Avenue Portland, OR 97230 Attention: Michael Simon, President and Chief Executive Officer Dear Michael: As you know, Laifer Capital Management, Inc., through its managed accounts, currently beneficially owns 11.4% of the outstanding common stock of TRM Copy Centers Corporation ("TRM" or the "Company"). As I have told you in the past and as I indicated in my letter to the Board of Directors of TRM dated June 4, 1997, I believe the Company is well positioned and its business prospects are promising. I believe, however, that the intrinsic value of the Company's business is not fully reflected in the public market for the Company's common stock. I am therefore writing to present you with a proposal that could generate greater value for all of the Company's shareholders. 5 I have had discussions in the past with you and certain other officers and directors of the Company to discuss the Company's policies and its overall direction. I continue to believe that there remains significant value in the Company's business that is not fully reflected in the public market for the Company's common stock. I believe that a major source of this undervaluation is public market uncertainty about the Company's priorities and direction as well as an overly conservative capital structure. I also believe that there is the potential to create very substantial increases in shareholder value through a strategic initiative that addresses public market concerns and sends a credible signal to the market about TRM's goals and direction. I would like to work with you, your management team and the Company's Board of Directors to unlock this value. I think that the best way of accomplishing this objective is by effecting a recapitalization of the Company. The recapitalization would be effected by the issuance of shares (at the price per share specified below) by the Company to an equity investor for cash, the incurrence of additional indebtedness by the Company in the form of bank loans and/or senior subordinated notes, and the use of the proceeds of the debt and equity issuances to repurchase a substantial portion of TRM's common stock in an issuer tender offer at $11 to $11.50 per share. To demonstrate my confidence in the Company and the positive effects of the recapitalization proposal, the accounts managed by Laifer Capital Management, Inc. would retain all of their shares of TRM common stock, and not participate in the tender offer. Based on currently available public information we are confident we can assist the Company in arranging financing for a recapitalization of the type proposed. I believe that a leveraged recapitalization of the Company, together with an involvement by us in TRM's oversight, would create a substantial increase in shareholder value and strengthen the Company. It would maximize value for shareholders who desire to maintain their investment in the Company over the long term, while providing those with the desire to realize the value of a portion of their investment sooner with the opportunity to do so. If, however, the Company's Board does not agree that a recapitalization makes the most sense for the Company and its shareholders, I am prepared to discuss a more conventional acquisition transaction, such as a cash merger in which all shareholders would receive the same consideration as would be paid under the recapitalization proposal. I hope that you and the other members of the Board of Directors will give serious consideration to my proposal. I will call you in a few days to discuss my ideas and to see how I can be of help to you and the Board as you explore alternatives for increasing value for all TRM shareholders. 6 I intend to file with the Securities and Exchange Commission an amended Statement of Beneficial Ownership on Schedule 13D to reflect the thoughts presented in this letter. Very truly yours, Laifer Capital Management, Inc. By: /s/ Lance Laifer ---------------------------- Lance Laifer President cc: Frederick O. Paulsell Edwin S. Chan Sherman M. Coe Ralph R. Shaw Donald L. Van Maren 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 413,750 shares (6.0%) of Common Stock. Laifer Capital Management, Inc. is the beneficial owner of 785,650 shares (11.4%) of Common Stock. The 785,650 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. include: (i) 413,750 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) 371,900 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"). 7 Lance Laifer, as sole Director and principal stockholder of Laifer Capital Management, Inc., is the beneficial owner of the 785,650 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 413,750 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 413,750 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 124,200 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 247,700 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. 2 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. 8 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: August 15, 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 9 Annex A Laifer Hilltop Wolfson Offshore Date Price Comm. # Shares # Shares # Shares # Shares 7/11/97 $10.625 .06 1,000 600 300 100 8/8/97 9.9405 .06 2,100 1,200 600 300 8/12/97 10.0395 .06 1,900 1,100 600 200 -----END PRIVACY-ENHANCED MESSAGE-----