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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. 1)*
Harold's Stores, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
413353103
(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)
June 20, 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. 413353103 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 7 SOLE VOTING POWER
SHARES 326,426
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 326,426
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
326,426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7
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.413353103 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 7 SOLE VOTING POWER
SHARES 393,277
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 393,277
PERSON 10 SHARED DISPOSITIVE POWER
WITH 172,631
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
565,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9
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. 413353103 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 7 SOLE VOTING POWER
SHARES 393,277
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 393,277
PERSON 10 SHARED DISPOSITIVE POWER
WITH 172,631
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
565,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9
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
Amendment No. 1
Harold's Stores, Inc.
This Amendment No. 1 to the Statement on Schedule 13D amends
and supplements the Statement on Schedule 13D relating to the event date of
April 8, 1997 (the "Schedule 13D") 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 Harold's Stores,
Inc. (the "Company"). The address of the principal executive offices of the
Company is 765 ASP Avenue, Norman, Oklahoma 73069 Capitalized terms used herein
and not defined herein shall have the meanings assigned thereto in the Schedule
13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended to add the
following:
Ranie Hotis is a Vice President of Laifer Capital Management,
Inc. Ranie Hotis' principal occupation is investment
management and her business address is c/o Laifer Capital
Management, Inc., 45 West 45th Street, New York, New York
10036. Ms. Hotis is a United States citizen. Ms. Hotis is
sometimes referred to herein as a "Covered Person."
Item 5. Interest in Securities of Issuer.
Item 5 of the Schedule 13D is hereby amended and restated to
read in its entirety as follows:
(a) Hilltop is the beneficial owner of 326,426 shares (5.7%)
of Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of
565,908 shares (9.9%) of Common Stock. The 565,908 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. includes:
(i) 326,426 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) 239,482 shares of Common Stock beneficially owned by
Laifer Capital Management, Inc. in its capacity as Investment Advisor to (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").
Page 5
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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.
Ranie Hotis is the beneficial owner of 100 shares of Common
Stock.
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. There were 5,724,917 shares of Common Stock of the Company
outstanding as of June 9, 1997 as reported by the Company in its Quarterly
Report on Form 10-Q for the period ended May 3, 1997.
(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 326,426
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 326,426 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 and sole power to dispose and direct
the disposition of 66,851 shares of Common Stock owned by Offshore and (ii)
shares with Wolfson the power to dispose and direct the disposition of 172,631
shares of Common Stock beneficially 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.
Ranie Hotis has the sole power (i) to vote and to direct the
voting of and (ii) to dispose and to direct the disposition of the 100 shares of
Common Stock beneficially owned by her.
(c) All transactions in the Common Stock effected by the
Reporting Persons are set forth in Annex A hereto and are incorporated herein by
reference. In addition, the Covered Person acquired 100 shares of Common Stock
on May 2, 1997 for a purchase price of $9.50 per share using her personal funds.
Except as otherwise indicated, all such transactions were purchases effected in
the open market.
(d) Not applicable.
(e) Not applicable.
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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: June 24, 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 Comm. # Shares # Shares # Shares # Shares
4/25/97 $11.875 0.00 18,000 9,900 5,900 2,200
5/1/97 9.25 0.05 1,000 600 300 100
5/2/97 9.1875 0.00 35,000 19,200 11,400 4,400
5/14/97 9.75 0.05 200 0 200 0
5/27/97 9.50 0.05 500 0 0 500
6/20/97 9.125 0.00 25,000 13,700 8,200 3,100
6/20/97* 8.5275 0.05 5,000 2,900 1,500 600
___________________
* Open Market Sale
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