-----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, UC+2id6Qp3jLcY4Z9K/ji4NfhgPsHjpu0M+HIxwMMWWFnHOhvV108ay7nUWfZGXq ysxczdzEwD8ShkQT22gwXQ== 0000950116-04-002431.txt : 20040810 0000950116-04-002431.hdr.sgml : 20040810 20040810161757 ACCESSION NUMBER: 0000950116-04-002431 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040810 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: 005-47069 FILM NUMBER: 04964662 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 sc-13da.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) TRM CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 8762636105 (CUSIP Number) With Copies to: Daniel G. Cohen J. Baur Whittlesey, Esquire ReadyCash Investment Partners, L.P. Ledgewood Law Firm, P.C. c/o ReadyCash GP, Inc. 1521 Locust Street - 8th Fl. 1818 Market Street, 28th Floor Philadelphia, PA 19102 Philadelphia, PA 19103 (215) 731-9450 (215) 546-5005 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 30, 2004 (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. [ ] CUSIP No. 8762636105 (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 N/A (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 26,014(1) Beneficially Owned By (8) Shared Voting Power Each 0 Reporting Person (9) Sole Dispositive Power With 26,014(1) (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 376,553(2) (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 4.7% (14) Type of Reporting Person PN (1) Consists of warrants to purchase 26,014 shares of Common Stock which are exercisable within 60 days. (2) Includes: 26,014 shares of Common Stock issuable upon the exercise of warrants. Also includes 154,160 shares of Series A preferred stock of the Issuer held by ReadyCash Investment Partners, L.P. ("RCIP") which are convertible into 115,619 shares of Common Stock (RCIP automatically dissolves and liquidates upon such conversion and the Common Shares are distributed to the limited partners of RCIP) and 234,920 shares of Common Stock issuable upon the conversion of 313,228 shares of Series A preferred stock of the Issuer to Common Stock held by third parties, for whom RCIP has been granted irrevocable proxies which terminate upon conversion of the Series A preferred stock. CUSIP No. 8762636105 (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 PF (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 948,512(1) Beneficially Owned By (8) Shared Voting Power Each 26,014(2) Reporting Person (9) Sole Dispositive Power With 948,512(1) (10) Shared Dispositive Power 26,014(2) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,325,065(3) (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 16.1% (14) Type of Reporting Person IN (1) Includes: 146,256 shares of Common Stock owned directly by Mr. Cohen; 525,179 shares of Common Stock owned by Mr. Cohen together with his wife; options to purchase 257,500 shares of Common Stock exercisable within 60 days; warrants to purchase 3,571 shares of Common Stock held by Mr. Cohen which are exercisable within 60 days; 179 shares of Series A preferred stock of the Issuer owned by Mr. Cohen together with his wife which are convertible into 134 shares of Common Stock; and 21,163 shares of Series A preferred stock of the Issuer owned by Mr. Cohen which are convertible into 15,872 shares of Common Stock. (2) Consists of warrants to purchase 26,014 shares of Common Stock exercisable within 60 days owned by RCIP. Mr. Cohen is an owner and director of RCIP's general partner. (3) Includes: 146,256 shares of Common Stock owned directly by Mr. Cohen; 525,179 shares of Common Stock owned by Mr. Cohen together with his wife; options to purchase 257,500 shares of Common Stock exercisable within 60 days; warrants to purchase 3,571 shares of Common Stock held by Mr. Cohen which are exercisable within 60 days; 179 shares of Series A preferred stock of the Issuer owned by Mr. Cohen together with his wife which are convertible into 134 shares of Common Stock; 21,163 shares of Series A preferred stock of the Issuer owned by Mr. Cohen which are convertible into 15,872 shares of Common Stock; 26,014 shares of Common Stock exercisable within 60 days owned by RCIP; 234,920 shares of Common Stock issuable upon the conversion of 313,228 shares of Series A preferred stock of the Issuer to Common Stock held by third parties, for whom RCIP has been granted irrevocable proxies which terminate upon conversion of the Series A preferred stock and 154,160 shares of Series A preferred stock of the Issuer held by RCIP which are convertible into 115,619 shares of Common Stock (RCIP automatically dissolves and liquidates upon such conversion and the Common Shares are distributed to the limited partners of RCIP). Mr. Cohen is an owner and director of RCIP's general partner. CUSIP No. 8762636105 (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 PF (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 733,899(1) Beneficially Owned By (8) Shared Voting Power Each 194,252(2) Reporting Person (9) Sole Dispositive Power With 733,899(1) (10) Shared Dispositive Power 194,252(2) (11) Aggregate Amount Beneficially Owned by Each Reporting Person 928,151(3) (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ X ] (13) Percent of Class Represented by Amount in Row (11) 11.8% (14) Type of Reporting Person IN (1) Includes: 426,245 shares of Common Stock owned by Mr. Cohen together with his wife; 40,954 shares of Common Stock owned in individual retirement accounts for the benefit of Mr. Cohen; options to purchase 210,000 shares of Common Stock exercisable within 60 days; 61,714 shares of Series A Preferred Stock owned by Mr. Cohen which are convertible into 46,285 shares of Common Stock; and warrants to purchase 10,415 shares of Common Stock which are exercisable within 60 days. (2) Consists of 194,252 shares of Common Stock owned by a charitable foundation of which Mr. Cohen and his spouse are trustees. (3) Includes: 426,245 shares of Common Stock owned by Mr. Cohen together with his wife; 40,954 shares of Common Stock owned in individual retirement accounts for the benefit of Mr. Cohen; options to purchase 210,000 shares of Common Stock exercisable within 60 days; 61,714 shares of Series A Preferred Stock owned by Mr. Cohen which are convertible into 46,285 shares of Common Stock; warrants to purchase 10,415 shares of Common Stock which are exercisable within 60 days; and 194,252 shares of Common Stock owned by a charitable foundation of which Mr. Cohen and his spouse are trustees. Excludes: 37,522 shares of Common Stock owned by a pension plan of which Mr. Cohen is the beneficiary. CUSIP No. 8762636105 (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 N/A (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 194,252(1) Beneficially Owned By (8) Shared Voting Power Each 0 Reporting Person (9) Sole Dispositive Power With 194,252(1) (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 194,252(1) (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 2.6% (14) Type of Reporting Person OO (1) Mr. Edward Cohen and his spouse are trustees of Arete Foundation which holds 194,252 Common Shares. CUSIP No. 8762636105 Item 1. Security and Issuer This statement relates to the Common Stock, no par value, of TRM 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 Not Applicable Item 4. Purpose of Transaction No change for any of the Reporting Persons. This amendment is being filed to correct particular allocations and attributions of previously disclosed holdings of the Issuer by Mr. Daniel G. Cohen, Mr. Edward E. Cohen and ReadyCash Investment Partnership, L.P. (a) None. (b) None (c) None (d) None (e) None (f) None (g) None (h) None (i) None (j) None Item 5. Interest in Securities of the Issuer. (a) Aggregate Holdings Percentage of Class ReadyCash Partners 376,553 4.7% Daniel Cohen 1,325,065 16.1% Edward Cohen 928,151 11.8% Arete Foundation 194,252 2.6% (b) Sole Power to Vote Shared Power to Vote ReadyCash Partners 26,014 0 Daniel Cohen 948,512 26,014 Edward Cohen 733,899 194,252 Arete Foundation 194,252 0 CUSIP No. 8762636105 Sole Power to Dispose Shared Power to Dispose ReadyCash Partners 26,014 0 Daniel Cohen 948,512 26,014 Edward Cohen 733,899 194,252 Arete Foundation 194,252 0 (c) None. (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 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., its general partner By: /s/ Daniel G. Cohen --------------------- DANIEL G. COHEN President /s/ Daniel G. Cohen --------------------- DANIEL G. COHEN /s/ Edward E. Cohen --------------------- EDWARD E. COHEN ARETE FOUNDATION By: /s/ Edward E. Cohen ---------------------- EDWARD E. COHEN Trustee July 30, 2004 -----END PRIVACY-ENHANCED MESSAGE-----