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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. 6)*
Florafax International, Inc.
----------------------------
(Name of Issuer)
Common Stock
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(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. Swidler Berlin Shereff Friedman, 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)
January 4, 1999
---------------------------------------
(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 883,629
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 883,629
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
883,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
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
-------- ------- ---------
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 1,150,929
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,150,929
10 SHARED DISPOSITIVE POWER
648,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,798,929
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
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 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 1,150,929
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,150,929
10 SHARED DISPOSITIVE POWER
648,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,798,929
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
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.
<PAGE>
Amendment No. 6 to
Schedule 13D
Florafax International, Inc.
This Amendment No. 6 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, Amendment No. 2 to the Schedule 13D filed February 26, 1997, Amendment
No. 3 to the Schedule 13D filed April 21, 1997, Amendment No. 4 to the Schedule
13D filed May 22, 1997 and Amendment No. 5 to the Schedule 13D filed December
16, 1998, 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 883,629 shares (11.1%) of Common
Stock.
Laifer Capital Management, Inc. is the beneficial owner of 1,798,929
shares (22.7%) of Common Stock. The 1,798,929 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. includes:
(i) 883,629 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) 915,300 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, 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 October 7, 1998 there were
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7,929,223 shares of Common Stock of the Issuer outstanding as reported in the
Issuer's Annual Report on Form 10K/SB for the period ended August 31, 1998.
(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 883,629 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
883,629 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
267,300 shares of Common Stock owned by Offshore and (ii) has the power to
dispose and direct the disposition of 648,000 shares of Common Stock owned by
Laifer Capital Management, Inc. in its capacity as Investment Advisor to
Wolfson. Wolfson retains the sole power to vote and to direct the voting of the
shares of Common Stock owned by it.
(c) All transactions in the Common Stock effected by the Reporting
Persons since the filing of Amendment No. 5 to the Schedule 13D are set forth in
Annex A hereto and are incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
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Dated: January 13, 1999 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
<TABLE>
<CAPTION>
Laifer Hilltop Wolfson Offshore
Date Price Commission # Shares # Shares # Shares # Shares
<C> <C> <C> <C> <C> <C> <C>
01/04/99* $7.25 - - 273,200 273,200 0 0
</TABLE>
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* In-kind distribution to limited partners.
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