SC 13G/A 1 trm13g2.txt AMENDMENT NO. 2 TO 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TRM Corporation -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 872636105 --------------------------------------------------- (CUSIP Number) October 6, 2006 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 disclosure 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). (Continued on following pages) (Page 1 of 12 Pages) SCHEDULE 13G CUSIP NO. 872636105 PAGE 2 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) DDJ Capital Management, LLC 04-3300754 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts NUMBER OF 5 SOLE VOTING POWER SHARES 1,814,036 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,814,036 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,814,036 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.61% 12 TYPE OF REPORTING PERSON * IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 872636105 PAGE 3 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The October Fund, Limited Partnership 04-3504882 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts NUMBER OF 5 SOLE VOTING POWER SHARES 1,000,000 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,000,000 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.85% 12 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 872636105 PAGE 4 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) October G.P., LLC 04-3504881 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 1,000,000 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,000,000 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.85% 12 TYPE OF REPORTING PERSON * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 872636105 PAGE 5 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) DDJ/Ontario Credit Opportunities Fund, L.P. 98-0496623 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF 5 SOLE VOTING POWER SHARES 288,886 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 288,886 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 288,886 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.69% 12 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 872636105 PAGE 6 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) GP DDJ/Ontario Credit Opportunities, L.P. 98-0496663 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF 5 SOLE VOTING POWER SHARES 288,886 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 288,886 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 288,886 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.69% 12 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 872636105 PAGE 7 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) GP Credit Opportunities, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF 5 SOLE VOTING POWER SHARES 288,886 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 288,886 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 288,886 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.69% 12 TYPE OF REPORTING PERSON * CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 872636105 PAGE 8 OF 12 PAGES Item 1(a) Name of Issuer: TRM Corporation Item 1(b) Address of the Issuer's Principal Executive Offices: 5208 N.E. 122nd Avenue, Portland, OR 97230 Item 2(a) Names of Persons Filing: DDJ Capital Management, LLC ("DDJ"), The October Fund, Limited Partnership ("October Fund"), October G.P., LLC ("October GP"), DDJ/Ontario Credit Opportunities Fund, L.P. ("DDJ/Ontario Fund"), GP DDJ/Ontario Credit Opportunities, L.P. ("GP DDJ/Ontario"), and GP Credit Opportunities, Ltd. ("GP Credit Opportunities"). Attached as Exhibit A is an agreement between the persons (as specified above) that this Amendment No. 2 to Schedule 13G is being filed on behalf of each of them. Item 2(b) Address or Principal Business Office or, if None, Residence: 130 Turner Street, Building 3, Suite 600, Waltham, Massachusetts 02453 Item 2(c) Citizenship: DDJ is a Massachusetts limited liability company; October Fund is a Massachusetts limited partnership; October GP is a Delaware limited liability company; DDJ/Ontario Fund is a Bermuda limited partnership; GP DDJ/Ontario is a Bermuda limited partnership; and GP Credit Opportunities is a Bermuda company. Item 2(d) Title of Class of Securities: Common Stock (the "Shares") Item 2(e) CUSIP Number: 872636105 Item 3 Not Applicable. SCHEDULE 13G CUSIP NO. 872636105 PAGE 9 OF 12 PAGES Item 4 Ownership. Item 4(a) Amount Beneficially Owned: As of October 16, 2006, (i) October GP, as general partner to October Fund, may be deemed the beneficial owner of 1,000,000 Shares held by October Fund, and (ii) GP DDJ/Ontario, as general partner to DDJ/Ontario Fund, and GP Credit Opportunities, as general partner to GP DDJ/Ontario, may be deemed the beneficial owner of 288,886 Shares held by DDJ/Ontario Fund. DDJ, as investment manager for October Fund, October GP, DDJ/Ontario Fund, GP DDJ/Ontario, and GP Credit Opportunities, respectively, as well as the investment manager for an account (the "Account") that DDJ manages on behalf of an institutional investor, may be deemed the beneficial owner of 1,814,036 Shares, including the 1,000,000 Shares held by October Fund, the 288,886 Shares held by DDJ/Ontario Fund, and 525,150 Shares that are held by the Account. This aggregate amount of 1,814,036 Shares represents approximately 10.61% of the outstanding Shares of the Company. Item 4(b) Percent of Class: See attached cover sheets. Item 4(c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See attached cover sheets. (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: See attached cover sheets. (iv) Shared power to dispose or to direct the disposition of: -0- Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6 Ownership of More than Five Percent on Behalf of Another Person. See Item 4. SCHEDULE 13G CUSIP NO. 872636105 PAGE 10 OF 12 PAGES Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8 Identification and Classification of Members of the Group. See Item 4 above. Item 9 Notice of Dissolution. Not applicable. Item 10 Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SCHEDULE 13G CUSIP NO. 872636105 PAGE 11 OF 12 PAGES 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. Date: October 17, 2006 DDJ CAPITAL MANAGEMENT, LLC /s/ David J. Breazzano Signature David J. Breazzano, Member Name/Title THE OCTOBER FUND, LIMITED PARTNERSHIP By: October G.P., LLC, its General Partner By: DDJ Capital Management, LLC, Manager /s/ David J. Breazzano Signature David J. Breazzano, Member Name/Title OCTOBER G.P., LLC By: DDJ Capital Management, LLC, Manager /s/ David J. Breazzano Signature David J. Breazzano, Member Name/Title DDJ/ONTARIO CREDIT OPPORTUNITIES FUND, L.P. By: GP DDJ/Ontario Credit Opportunities, L.P, its General Partner By: GP Credit Opportunities, Ltd., its General Partner /s/ David J. Breazzano Signature David J. Breazzano, Director Name/Title GP DDJ/ONTARIO CREDIT OPPORTUNITIES, L.P. By: GP Credit Opportunities, Ltd., its General Partner /s/ David J. Breazzano Signature David J. Breazzano, Director Name/Title GP CREDIT OPPORTUNITIES, LTD. /s/ David J. Breazzano Signature David J. Breazzano, Director Name/Title SCHEDULE 13G CUSIP NO. 872636105 PAGE 12 OF 12 PAGES EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of TRM Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the 17th day of October, 2006. DDJ CAPITAL MANAGEMENT, LLC /s/ David J. Breazzano Signature David J. Breazzano, Member Name/Title THE OCTOBER FUND, LIMITED PARTNERSHIP By: October G.P., LLC, its General Partner By: DDJ Capital Management, LLC, Manager /s/ David J. Breazzano Signature David J. Breazzano, Member Name/Title OCTOBER G.P., LLC By: DDJ Capital Management, LLC, Manager /s/ David J. Breazzano Signature David J. Breazzano, Member Name/Title DDJ/ONTARIO CREDIT OPPORTUNITIES FUND, L.P. By: GP DDJ/Ontario Credit Opportunities, L.P, its General Partner By: GP Credit Opportunities, Ltd., its General Partner /s/ David J. Breazzano Signature David J. Breazzano, Director Name/Title GP DDJ/ONTARIO CREDIT OPPORTUNITIES, L.P. By: GP Credit Opportunities, Ltd., its General Partner /s/ David J. Breazzano Signature David J. Breazzano, Director Name/Title GP CREDIT OPPORTUNITIES, LTD. /s/ David J. Breazzano Signature David J. Breazzano, Director Name/Title