-----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, Rmni7SrsvI/GkEjr/z9piK1qzPcHOMBUn2w2WOk8lXwAhGDrRxKR7EXgNdCj8eOb iK9md79ah70vIhFBnocFSQ== 0000893220-07-000161.txt : 20070130 0000893220-07-000161.hdr.sgml : 20070130 20070130155727 ACCESSION NUMBER: 0000893220-07-000161 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070124 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070130 DATE AS OF CHANGE: 20070130 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19657 FILM NUMBER: 07564652 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 8-K 1 w29715e8vk.htm FORM 8-K TRM CORPORATION e8vk
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 24, 2007
TRM CORPORATION
(Exact name of registrant as specified in its charter)
         
Oregon   0-19657   93-0809419
         
(State or other jurisdiction   Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)
5208 N.E. 122nd Avenue, Portland, Oregon 97230
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (503) 257-8766
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 2.01 Completion of Acquisition or Disposition of Assets
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Press Release dated January 24, 2007
Press Release dated January 30, 2007


Table of Contents

Item 2.01 Completion of Acquisition or Disposition of Assets.
UK ATM Business
     On January 24, 2007, we sold our UK ATM business to NoteMachine Limited (“Buyer”). The purchase price was £47.1 million (approximately $92.6 million based upon exchange rates on January 24, 2007). After the payment of closing costs, we received net proceeds of £44.0 million (approximately $86.5 million based upon exchange rates on January 24, 2007).
     As required by the terms of our existing credit facility with GSO Origination Funding Partners LP and other lenders, we will use the proceeds of the sale to provide cash collateral for our outstanding letters of credit under the facility and apply the balance to repay a substantial portion of the principal and interest on the facility. The principal payments will satisfy our obligations under the facility to repay specified principal amounts by January 31, 2007 and February 28, 2007.
     Neither we nor our affiliates have any material relationship with Buyer or its affiliates.
     We will file pro forma financial information, required by Item 9.01(b)(1), in an amendment to this Form 8-K.
     TRM issued a press release relating to this sale on January 24, 2007, a copy of which is Exhibit 99.1 to this report.
US Photocopy Business
     As previously disclosed in our Current Report on Form 8-K filed on December 18, 2006, we entered into an agreement with Skyview Capital, LLC to sell substantially all of our assets of our US photocopier business.
     On January 29, 2007, we sold our US photocopier business to TRM Copy Centers, LLC, a limited liability company formed by Skyview Capital, LLC (collectively, “Photocopier Buyer”), for $8.4 million. After certain adjustments and the payment of closing costs, we received net proceeds of $7.3 million. Net proceeds from the sale will be used to reduce existing bank debt.
     Neither we nor our affiliates have any material relationship with Photocopier Buyer or its affiliates.
     We will file pro forma financial information, required by Item 9.01(b)(1), in an amendment to this Form 8-K.
     TRM issued a press release relating to this sale on January 30, 2007, a copy of which is Exhibit 99.2 to this report.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits
     
No.   Description
 
   
99.1
  Press Release dated January 24, 2007.
 
   
99.2
  Press Release dated January 30, 2007.

2


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    TRM CORPORATION    
 
           
 
  By:
Name:
  /s/ Daniel E. O’Brien
 
Daniel E. O’Brien
   
Date: January 30, 2007
  Title:   Chief Financial Officer    

3

EX-99.1 2 w29715exv99w1.htm PRESS RELEASE DATED JANUARY 24, 2007 exv99w1
 

Exhibit 99.1
For further information, contact:
Donald Duffy
Integrated Corporate Relations for TRM Corporation
Office: (203) 682-8200
TRM Announces Sale of European ATM Business
Portland, Oregon: January 24, 2007 – TRM Corporation (NASDAQ: TRMM) announced today that it has sold TRM (ATM) Limited (“TRM”), its subsidiary that owns all of its ATM business in the United Kingdom and Germany, to NoteMachine Limited (“NoteMachine”), a leading UK-based ATM operator, for £47.1 million or approximately $92.6 million at exchange rates in effect on January 24, 2007. NoteMachine is a portfolio company of Rutland Partners LLP (“Rutland”), a UK private equity partnership.
“The sale of our European ATM business is a component of our ongoing efforts to simplify our business operations. This sale, together with the sale of our Canadian ATM business, which closed earlier this month, and our United States photocopy business, which is scheduled to close this week, will allow us to focus our efforts and resources on our United States ATM business. We will continue to have one of the largest ATM networks in the United States, and are committed to its excellence and growth,” said Jeff Brotman, TRM President and Chief Executive Officer.
Net proceeds from this sale were used to pay down debt obligations under the Company’s secured credit facilities with Wells Fargo Foothill, GSO Capital and other lenders.
The Company was advised by Hawkpoint Partners Limited and by Allen & Company LLC with respect to the transaction.
About TRM Corporation
TRM Corporation is a consumer services company that primarily provides convenience ATM services in high-traffic consumer environments. TRM’s ATM customer base is widespread, with retailers throughout the United States. TRM operates the second largest non-bank ATM network in the United States.
FORWARD LOOKING STATEMENTS
Statements made in this news release that are not historical facts are forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, such as consumer demand for our services; access to capital; maintaining satisfactory relationships with our banking partners and other lenders including our vault cash suppliers; technological change; our ability to control costs and expenses; competition and our ability to successfully achieve growth in our US ATM business. Additional information on these factors, which could affect our financial results,

 


 

is included in our SEC filings. Finally, there may be other factors not mentioned above or included in our SEC filings that could cause actual results to differ materially from those contained in any forward-looking statement. Undue reliance should not be placed on any forward-looking statement, which reflects management’s analysis only as of the date of the statement. We assume no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by federal securities laws.

 

EX-99.2 3 w29715exv99w2.htm PRESS RELEASE DATED JANUARY 30, 2007 exv99w2
 

Exhibit 99.2
For further information, contact:
Donald Duffy
Integrated Corporate Relations for TRM Corporation
Office: (203) 682-8200
TRM Copy Centers, LLC
Gary Cosmer — President
(503) 943-2800
TRM Completes Sale of US Photocopier Business to Skyview Capital
Portland, Oregon: January 30, 2007 — TRM Corporation (NASDAQ: TRMM) announced today that it has completed the sale of its US Photocopier business to TRM Copy Centers, LLC, a limited liability company formed by Skyview Capital, LLC, a privately held investment firm, for $9.2 million. Net proceeds from the sale will be used to reduce debt and other corporate purposes.
“The sale of our US Photocopier business is a significant part of our ongoing efforts to simplify our business operations and meet our immediate debt obligations. This sale, together with the sale of our Canadian ATM business, which closed earlier this month, and our United Kingdom ATM business, which closed last week, will allow us to focus our efforts and resources on our United States ATM business. We will continue to have one of the largest ATM networks in the United States and we remain committed to its excellence and growth,” said Jeff Brotman, TRM President and Chief Executive Officer.
TRM Corporation and TRM Copy Centers, LLC have also signed a Facilities Maintenance Agreement and Transition Services Agreement that provide for certain services by and for TRM Corporation during a transition period that is expected to be between 45 and 180 days. Over 100 TRM Corporation employees were transferred with the sale of the US Photocopier business.
Alex Soltani, Chairman and Chief Executive Officer of Skyview Capital also stated: “We are delighted to have consummated this transaction and are looking forward to forging onward and achieving great results with the full pledge and support of TRM Copy Centers, LLC’s exceptional management team.”
TRM Corporation was advised by Allen & Company LLC with respect to the transaction.
TRM Copy Centers, LLC
Regarding the transaction, Gary Cosmer, President of TRM Copy Centers, LLC, stated, “We will now be dedicated exclusively to supporting and improving our copy center locations throughout the United States. Additionally, we are very excited to be bringing operations including photocopier refurbishment and customer service back home to our corporate headquarters in Portland, Oregon. Our immediate goal is to focus on the core strengths that made us the world

 


 

leader in convenience photocopying; providing superior customer service and support every day, and working side by side with our customers to improve their store traffic and revenue.”
As part of the acquisition from TRM Corporation, TRM Copy Centers, LLC acquired all of the trademarks and rights associated with the TRM Copy Centers brand. Immediate plans for the company include the return of all business operations to its headquarters in Portland, Oregon.
About TRM Corporation
TRM Corporation is a consumer services company that primarily provides convenience ATM services in high-traffic consumer environments. TRM’s ATM customer base is widespread, with retailers throughout the United States. TRM operates the second largest non-bank ATM network in the United States.
About TRM Copy Centers, LLC
TRM Copy Centers, LLC is a retail photocopy services company that provides convenience copying services in retail environments. TRM Copy Centers operates more than 17,000 copy centers throughout the United States, and supports some of the country’s largest and most successful retailers including grocery, convenience and drug store chains.
About Skyview Capital
Skyview Capital, LLC (www.skyviewcapital.com), a private investment firm headquartered in Beverly Hills, California which specializes in the acquisition and continuous management of “systems — critical” enterprises in the areas of technology, telecommunications, business services, and niche manufacturing. By leveraging its operational capabilities and financial acumen, Skyview systematically enhances the long-term sustainable value of the businesses it acquires.
FORWARD LOOKING STATEMENTS
Statements made in this news release that are not historical facts are forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, such as consumer demand for our services; access to capital; maintaining satisfactory relationships with our banking partners and other lenders including our vault cash suppliers; technological change; our ability to control costs and expenses; competition and our ability to successfully achieve growth in our US ATM business. Additional information on these factors, which could affect our financial results, is included in our SEC filings. Finally, there may be other factors not mentioned above or included in our SEC filings that could cause actual results to differ materially from those contained in any forward-looking statement. Undue reliance should not be placed on any forward-looking statement, which reflects management’s analysis only as of the date of the statement. We assume no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by federal securities laws.

 

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