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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. 3)*
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)
April 14, 1997
(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: [ ].
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 9 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 7 SOLE VOTING POWER
SHARES 938,829
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 938,829
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
938,829
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
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 9 Pages
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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 7 SOLE VOTING POWER
SHARES 1,156,529
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,156,529
WITH
10 SHARED DISPOSITIVE POWER
452,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,609,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
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 9 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 7 SOLE VOTING POWER
SHARES 1,156,529
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,156,529
REPORTING
WITH 10 SHARED DISPOSITIVE POWER
452,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,609,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
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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Amendment No. 3 to
Schedule 13D
Florafax International, Inc.
This Amendment No. 3 to the Statement on Schedule 13D (as
defined below) amends and supplements the Statement on Schedule 13D filed
September 13, 1996 (the "Schedule 13D"), Amendment No. 1 to the Schedule 13D
filed November 27, 1996 and Amendment No. 2 to the Schedule 13D filed February
26, 1997, each filed by Hilltop Partners, L.P., Laifer Capital Management, Inc.
and Lance Laifer (collectively, the "Reporting Persons") relating to the common
stock (the "Common Stock") of Florafax International, Inc. (the "Issuer").
Capitalized terms used herein and not defined herein shall have the meaning
assigned thereto in the Schedule 13D. The address of the Issuer is 8075 20th
Street, Vero Beach, Florida 32966.
Item 5. Interest in Securities of Issuer.
Item 5 is amended and restated in its entirety to read as follows:
(a) Hilltop is the beneficial owner of 938,829 shares (11.6%)
of Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of
1,609,029 shares (19.9%) of Common Stock. The 1,609,029 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. includes:
(i) 938,829 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) 670,200 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, and (b) 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 February 28, 1997 there were 8,022,597 shares of Common
Stock of the Issuer outstanding as reported by the Issuer in its Quarterly
Report on Form 10-QSB for the period ended February 28, 1997.
Page 5
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(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 938,829
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 938,829 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 and to dispose and direct the disposition
of 217,700 shares of Common Stock owned by Offshore and (ii) has the power to
dispose and direct the disposition of 452,500 shares of Common Stock owned by
Laifer Capital Management, Inc. in its capacity as Investment Advisor to
Wolfson.
(c) All transactions in the Common Stock effected by the
Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D are
set forth in Annex A hereto and are incorporated herein by reference. All such
transactions were open market purchases.
(d) Not applicable.
(e) Not applicable.
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Dated: April 18, 1997 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 7
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Annex A
Laifer Hilltop Wolfson Offshore
Date Price Commission # Shares # Shares # Shares # Shares
3/5/97 $3.25 $0.00 5,000 3,300 1,700 0
3/24/97 3.19 0.06 1,100 600 400 100
3/25/97 3.18 0.06 1,400 800 400 200
3/27/97 3.1875 0.00 7,500 4,100 2,500 900
4/2/97 2.625 0.00 5,000 2,800 1,500 700
4/2/97 2.43 0.06 3,000 1,700 900 400
4/8/97 2.6875 0.00 5,000 2,900 1,500 600
4/9/97 2.61 0.06 2,200 1,300 600 300
4/10/97 2.625 0.00 10,000 5,500 3,300 1,200
4/14/97 2.50 0.05 2,200 1,300 600 300
4/14/97 2.50 0.00 10,000 5,500 3,300 1,200
4/15/97 2.4696 0.06 4,600 2,600 1,400 600
4/16/97 2.46 0.06 1,200 700 400 100
4/18/97 2.50 0.00 10,000 5,500 3,300 1,200
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