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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Florafax International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
33982510
(CUSIP Number)
Mr. Lance Laifer With a copy to:
Laifer Capital Management, Inc. Gerald Adler, Esq.
Hilltop Partners, L.P. Shereff, Friedman, Hoffman & Goodman, LLP
45 West 45th Street 919 Third Avenue
New York, New York 10036 New York, New York 10022
(212) 921-4139 (212) 758-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 6, 1996
(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: / /.
Check the following box if a fee is being paid with this statement: /x/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
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).
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SCHEDULE 13D
CUSIP No. 33982510 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 SHARES 7. SOLE VOTING POWER
736,129
BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY EACH 0
REPORTING PERSON 9. SOLE DISPOSITIVE POWER
736,129
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
736,129
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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.
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SCHEDULE 13D
CUSIP No. 33982510 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 SHARES 7. SOLE VOTING POWER
1,012,829
BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY EACH 0
REPORTING PERSON 9. SOLE DISPOSITIVE POWER
902,629
WITH
10. SHARED DISPOSITIVE POWER
465,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,368,429
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
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.
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SCHEDULE 13D
CUSIP No. 33982510 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 SHARES 7. SOLE VOTING POWER
1,012,829
BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY EACH 0
REPORTING PERSON 9. SOLE DISPOSITIVE POWER
902,629
WITH
10. SHARED DISPOSITIVE POWER
465,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,368,429
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
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.
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Schedule 13D
Florafax International, Inc.
This Statement on Schedule 13D is filed by Hilltop Partners, L.P., Laifer
Capital Management, Inc. and Lance Laifer (collectively, the "Reporting
Persons").
Item 1. Security and Issuer.
This Statement relates to the common stock (the "Common Stock") of Florafax
International, Inc. (the "Company"). The address of the principal executive
offices of the Company is 8075 20th Street, Vero Beach, Florida 32966.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed jointly for Hilltop Partners, L.P., a
Delaware limited partnership ("Hilltop"), its general partner, Laifer Capital
Management, Inc., a Delaware corporation, and Lance Laifer, the President, sole
Director and principal stockholder of Laifer Capital Management, Inc. Each of
Joan Gill and Jeffrey Eisenberger is a Vice President of Laifer Capital
Management, Inc. (Ms. Gill and Mr. Eisenberger are sometimes hereinafter
referred to as the "Covered Persons").
(b), (c) and (f) The address of Hilltop is 45 West 45th Street, New York,
NY 10036. Hilltop is a Delaware limited partnership. Its principal business is
investments.
The address of the principal office of Laifer Capital Management, Inc. is
45 West 45th Street, New York, NY 10036. Laifer Capital Management, Inc. is a
Delaware corporation. Its principal business is investment management.
Lance Laifer's principal occupation is investment management and his
business address is c/o Laifer Capital Management, Inc., 45 West 45th Street,
New York, NY 10036. Mr. Laifer is a United States citizen.
Joan Gill's principal occupation is investment management and her business
address is c/o Laifer Capital Management, Inc., 45 West 45th Street, New York,
NY 10036. Ms. Gill is a Vice President of Laifer Capital Management, Inc. and is
a United States citizen.
Jeffrey Eisenberger's principal occupation is investment management and his
business address is c/o Laifer Capital Management, Inc., 45 West 45th Street,
New York, NY 10036. Mr. Eisenberger is a Vice President of Laifer Capital
Management, Inc. and is a United States citizen.
Page 5
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(d) and (e) During the past five years, none of the Reporting Persons nor
the Covered Persons has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds.
The source of the funds used by Hilltop to purchase the securities of the
Company was working capital. The source of the funds used by Laifer Capital
Management, Inc. to purchase the securities of the Company was (i) the working
capital of Hilltop and (ii) the working capital or other funds of its various
investment advisory clients listed in the transaction records attached hereto as
Annex A. The amount of funds used by the Reporting Persons to purchase Common
Stock is as follows:
Hilltop $1,347,858.00
Various Wolfson family entities ("Wolfson") $ 650,694.00
Haussman Holdings N.V. ("Haussman") $ 201,829.00
Hilltop Offshore Limited ("Offshore") $ 304,884.00
Item 4. Purpose of the Transaction.
Each of the Reporting Persons acquired its or his shares of Common Stock
for investment purposes. Each of the Reporting Persons may acquire or dispose of
securities of the Company, including shares of Common Stock, directly or
indirectly, in open-market or privately negotiated transactions, depending upon
the evaluation of the performance and prospects of the Company by the Reporting
Persons and upon other developments and circumstances, including, but not
limited to, general economic and business conditions and stock market
conditions.
Except for the foregoing and as disclosed below, no Reporting Person has
any present plans or proposals which relate to or would result in any of the
actions or events described in paragraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of Issuer.
(a) Hilltop is the beneficial owner of 736,129 shares (9.0%) of Common
Stock.
Laifer Capital Management, Inc. is the beneficial owner of 1,368,429 shares
(16.7%) of Common Stock. The 1,368,429 shares of Common Stock beneficially owned
by Laifer Capital Management, Inc. includes:
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(i) 736,129 shares of Common Stock beneficially owned by Laifer Capital
Management, Inc. in its capacity as General Partner and Investment Advisor to
Hilltop, which shares have been described in the previous paragraph; and
(ii) 632,300 shares of Common Stock beneficially owned by Laifer Capital
Management, Inc. in its capacity as Investment Advisor to various other clients.
These clients include: (a) Wolfson, with an address at One State Street Plaza,
New York, New York 10004-1505, (b) Haussman, a Netherlands Antilles
corporation, with an address at De Ruyterkade, 62, P.O. Box 819, Curacao,
Netherlands Antilles, and (c) Offshore, a Cayman Islands company, with an
address c/o Consolidated Fund Management Limited, P.O. Box HM 2257, Par La Ville
Place, 14 Par La Ville Road, Hamilton HMJX, Bermuda (collectively, the
"Clients").
Lance Laifer, as president, sole director and principal stockholder of
Laifer Capital Management, Inc., is deemed to have the same beneficial ownership
as Laifer Capital Management, Inc.
The number of shares beneficially owned by the Reporting Persons and the
percentage of outstanding shares represented thereby have been computed in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. As of September 5, 1996, there were 8,209,000 shares of Common Stock of
the Company outstanding.
(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 736,129 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 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
736,129 shares of Common Stock beneficially owned by it in its capacity as the
General Partner of Hilltop. Laifer Capital Management, Inc. (i) has sole power
to vote and to direct the voting of 276,700 shares of Common Stock owned by
certain of the Clients, (ii) has the sole power to dispose and direct the
disposition of 166,500 shares of Common Stock owned by Offshore and (iii) shares
with certain of the Clients the power to dispose and direct the disposition of
465,800 shares of Common Stock owned by Laifer Capital Management, Inc. in its
capacity as Investment Advisor to such Clients.
(c) All transactions in the Common Stock effected by the Reporting Persons
during the past sixty days are set forth in Annex A hereto and are incorporated
herein by reference. All such transactions were effected in the open market.
There have been no transactions in the Common Stock effected by the Covered
Persons during the past sixty days.
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Agreement of Joint Filing.
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: September 13, 1996 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
Page 8
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EXHIBIT A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with all other
Reporting Persons (as such term is defined in the Schedule 13D referred to
below) of a statement on Schedule 13D or any amendments thereto, with respect to
the Common Stock of Florafax International, Inc. and that this Agreement be
included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of which
shall be deemed to be an original and all of which together shall be deemed to
constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the
13th day of September, 1996.
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
Page 9
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<TABLE>
<CAPTION>
Annex A
Laifer Hilltop Wolfson Offshore Haussman
Date Price Comm. Net Price # Shares # Shares # Shares # Shares # Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C>
7/15/96 $2.1250 $0.00 $2.1250 4,000 0 4,000 0 0
7/16/96 2.1875 0.00 2.1875 15,000 7,200 5,100 1,600 1,100
7/16/96 2.3750 0.05 2.4250 2,000 1,100 400 300 200
7/23/96 2.3043 0.03 2.3343 49,500 28,000 11,000 6,300 4,200
8/7/96 2.1250 0.03 2.1550 5,000 2,800 1,200 600 400
8/8/96 2.1250 0.03 2.1650 5,929 3,429 1,200 800 500
8/14/96 2.1875 0.03 2.2175 5,000 2,800 1,200 600 400
8/20/96 2.0875 0.00 2.0875 15,000 6,100 6,500 1,400 1,000
8/22/96 2.1875 0.03 2.2175 2,000 1,100 400 300 200
9/6/96 1.7700 0.00 1.7700 1,155,500 621,600 300,300 140,600 93,000
9/6/96 2.1250 0.03 2.1550 3,500 2,000 800 400 300
</TABLE>
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