-----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, J6fPqFbwgRc84DY0epthYq8K+cZ91b/hhCRHfk0Ib2vJmtRMpcPQkcx0h31Vr49b avgBW2vX6obSTdWHxNr2sQ== 0000950116-03-003228.txt : 20030724 0000950116-03-003228.hdr.sgml : 20030724 20030717105455 ACCESSION NUMBER: 0000950116-03-003228 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030717 GROUP MEMBERS: ARETE FOUNDATION GROUP MEMBERS: DANIEL G. COHEN GROUP MEMBERS: EDWARD E. COHEN GROUP MEMBERS: READY CASH INVESTMENT PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRM CORP CENTRAL INDEX KEY: 0000749254 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 930809419 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42009 FILM NUMBER: 03790520 BUSINESS ADDRESS: STREET 1: 5208 N E 122ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97230-1074 BUSINESS PHONE: 5032578766 FORMER COMPANY: FORMER CONFORMED NAME: TRM COPY CENTERS CORP DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: ALL COPY CORP DATE OF NAME CHANGE: 19911216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: READYCASH INVESTMENT PARTNERS LP CENTRAL INDEX KEY: 0001065594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 4TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2157319450 MAIL ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 4TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19102 SC 13D/A 1 sc13da5.txt ADMENDMENT NO. 5 CUSIP No. 8762636105 13D/A Page 1 of 8 --------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5 ) TRM COPY CENTERS CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 8762636105 (CUSIP Number) With Copies to: Daniel G. Cohen J. Baur Whittlesey, Equire ReadyCash Investment Partners, L.P. Ledgewood Law Firm, P.C. c/o ReadyCash GP, Inc. 1521 Locust Street - 8th Fl. 1521 Locust Street Philadelphia, PA 19102 Philadelphia, PA 19102 (215) 731-9450 (215) 546-5005 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 24, 2003 (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] (Continued on following pages) CUSIP No. 8762636105 13D/A Page 2 of 8 - -------------------- ----- ----------- (1) Names of Reporting Persons; I.R.S. Identification Nos. of Above Persons (entities only) ReadyCash Investment Partners, L.P. 23-2948913 (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] (3) SEC USE ONLY - ---------------- (4) Source of Funds OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization Commonwealth of Pennsylvania Number of (7) Sole Voting Power Shares 40,000(1) Beneficially Owned By Each (8) Shared Voting Power Reporting Person With (9) Sole Dispositive Power 40,000(2) (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 40,000(1) (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ X ] (13) Percent of Class Represented by Amount in Row (11) 0.5% (14) Type of Reporting Person PN (1) Includes: (a) Warrants to purchase 40,000 shares of Common Stock which are exercisable within 60 days. Excludes: (a) 146,032 shares of Common Stock issuable upon conversion of Series A Preferred Stock to Common Stock, as the Reporting Person automatically dissolves and liquidates upon such conversion; (b) 234,920 shares of Common Stock issuable upon conversion of Series A Preferred Stock held by third parties, as irrevocable proxies with respect thereto terminate upon conversion of the Series A Preferred Stock. (2) Includes 40,000 shares of Common Stock issuable upon exercise of warrants held by the Reporting Person. Excludes 146,032 shares of Common Stock issuable upon conversion of Series A Preferred Stock to Common Stock, as the Reporting Person automatically dissolves and liquidates upon such conversion CUSIP No. 8762636105 13D/A Page 3 of 8 - -------------------- ----- ----------- (1) Names of Reporting Persons; I.R.S. Identification Nos. of Above Persons (entities only) Daniel G. Cohen (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] (3) SEC USE ONLY - ---------------- (4) Source of Funds OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization United States Number of (7) Sole Voting Power Shares 850,584(1) Beneficially Owned By Each (8) Shared Voting Power Reporting 229,934(2) Person With (9) Sole Dispositive Power 850,584(1) (10) Shared Dispositive Power 229,934(2) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,080,518(1)(2)(3) (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ X ] (13) Percent of Class Represented by Amount in Row (11) 15.3% (14) Type of Reporting Person (See Instructions) IN (1) Includes: (a) options to purchase 206,250 shares of Common Stock exercisable within 60 days; (b) 624,928 shares of Common Stock owned by Mr. Cohen; (c) 179 shares of Series A Preferred Stock owned by Mr. Cohen together with his wife which are convertible into 134 shares of Common Stock; (d) 21,163 shares of Series A Preferred Stock owned by Mr. Cohen which are convertible into 15,872 shares of Common Stock; and (e) warrants to purchase 3,400 shares of Common Stock which are exercisable within 60 days. (2) Includes: (a) 189,934 shares of Common Stock owned by a partnership, the partners of which include Daniel Cohen and Edward Cohen. and (b) warrants to purchase 40,000 shares of Common Stock exercisable within 60 days owned by ReadyCash Investment Partners, LP ("RCIP"). Mr. Cohen is an owner and director of RCIP's general partner. (3) Excludes: (a) 146,032 shares of Common Stock issuable upon conversion of Series A Preferred Stock owned by RCIP, as RCIP automatically dissolves and liquidates upon such conversion and (b) 234,920 shares of Common Stock issuable upon conversion of Series A Preferred Stock held by third parties who have granted irrevocable proxies to RCIP, as such irrevocable proxies terminate upon conversion of the Series A Preferred Stock. CUSIP No. 8762636105 13D/A Page 4 of 8 - -------------------- ----- ----------- (1) Names of Reporting Persons; I.R.S. Identification Nos. of Above Persons (entities only) Edward E. Cohen (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] (3) SEC USE ONLY - ---------------- (4) Source of Funds OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization United States Number of (7) Sole Voting Power Shares 653,284 (1) Beneficially Owned By Each (8) Shared Voting Power Reporting 189,934 (2) Person With (9) Sole Dispositive Power 653,284(1) (10) Shared Dispositive Power 189,934(2) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 843,218 (1)(2) (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ X ] (13) Percent of Class Represented by Amount in Row (11) 11.9% (14) Type of Reporting Person (See Instructions) IN (1) Includes: (a) options to purchase 151,250 shares of Common Stock exercisable within 60 days; (b) 43,994 shares of Common Stock owned by an individual retirement account for the benefit of Mr. Cohen; (c) 438,767 shares of Common Stock owned by Mr. Cohen; (d) 21,164 shares of Series A Preferred Stock owned by Mr. Cohen which are convertible into 15,873 shares of Common Stock; and (e) warrants to purchase 3,400 shares of Common Stock which are exercisable within 60 days. (2) Includes: (a) 189,934 shares of Common Stock owned by a partnership, the partners of which include Daniel Cohen and Edward Cohen. CUSIP No. 8762636105 13D/A Page 5 of 8 - -------------------- ----- ----------- (1) Names of Reporting Persons; I.R.S. Identification Nos. of Above Persons (entities only) Arete Foundation 23-6779271 (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] (3) SEC USE ONLY - ---------------- (4) Source of Funds OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization Commonwealth of Pennsylvania Number of (7) Sole Voting Power Shares 40,940 Beneficially Owned By Each (8) Shared Voting Power Reporting Person With (9) Sole Dispositive Power 40,940 (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 40,940 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 0.6% (14) Type of Reporting Person (See Instructions) OO CUSIP No. 8762636105 13D/A Page 6 of 8 - -------------------- ----- ----------- Item 1. Security and Issuer This statement relates to the Common Stock, no par value, of TRM Copy Centers Corporation (the "Issuer" or "TRM"). The principal executive offices of the Issuer are located at 5208 NE 122nd Avenue, Portland, Oregon 97230-1074. Item 2. Identity and Background No change for any of the Reporting Persons. Item 3. Source and Amount of Funds or Other Consideration No change as to Arete Foundation or RCIP. This Amendment No. 5 is to correct an erroneous characterization contained in the amendment to Schedule 13D filed on March 25, 2003 ("Amendment No. 4") of a transfer of common stock of TRM from Daniel G. Cohen to Edward E. Cohen. As corrected, the description of the transaction is as follows: On March 14, 2003, Daniel G. Cohen purchased 292,512 shares of Common Stock of TRM at a price of $0.98 per share in a privately negotiated purchase. In making the purchase on March 14, 2003, Daniel G. Cohen purchased one-half of the shares in the capacity of agent for his father, Edward E. Cohen. On March 24, 2003 Daniel G. Cohen transferred one-half of the purchased shares to Edward E. Cohen. The transfer to Edward E. Cohen was a transfer without consideration of record title of shares already owned beneficially by him. Item 4. Purpose of Transaction No change for any of the Reporting Persons. (a) None. (b) None (c) None (d) None (e) None (f) None (g) None (h) None (i) None (j) None CUSIP No. 8762636105 13D/A Page 7 of 8 - -------------------- ----- ----------- Item 5. Interest in Securities of the Issuer. (a) No change for any of the Reporting Persons. (b) No change for any of the Reporting Persons. (c) No change as to Arete Foundation or RCIP. This Amendment No. 5 is to correct an erroneous characterization contained in the amendment to Schedule 13D filed on March 25, 2003 ("Amendment No. 4") of a transfer of common stock of TRM from Daniel G. Cohen to Edward E. Cohen. As corrected, the description of the transaction is as follows: On March 14, 2003, Daniel G. Cohen purchased 292,512 shares of Common Stock of TRM at a price of $0.98 per share in a privately negotiated purchase. In making the purchase on March 14, 2003, Daniel G. Cohen purchased one-half of the shares in the capacity of agent for his father, Edward E. Cohen. On March 24, 2003 Daniel G. Cohen transferred one-half of the purchased shares to Edward E. Cohen. The transfer to Edward E. Cohen was a transfer without consideration of record title of shares already owned beneficially by him. (d) None (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No Change Item 7. Materials to be Filed as Exhibits No Change CUSIP No. 8762636105 13D/A Page 8 of 8 - -------------------- ----- ----------- SIGNATURES 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. READYCASH INVESTMENT PARTNERS, L.P. By: ReadyCash GP Corp., General Partner By: Daniel G. Cohen -------------------------- Daniel G. Cohen, President Daniel G. Cohen --------------------- DANIEL G. COHEN Edward E. Cohen --------------------- EDWARD E. COHEN ARETE FOUNDATION By: Edward E. Cohen ------------------------------ Edward E. Cohen Trustee July 17, 2003 -----END PRIVACY-ENHANCED MESSAGE-----