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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. )*
William H. Sadlier, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
786327106
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(CUSIP Number)
Mr. Lance Laifer Gerald Adler
Laifer Capital Management, Inc. Shereff, Friedman, Hoffman & Goodman, LLP
Hilltop Partners, L.P. 919 Third Avenue
45 West 45th Street New York, New York 10022
New York, New York 10036 (212) 758-9500
(212) 921-4139
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 10, 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: [X].
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. 786327106 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 58,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 58,000
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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. 2 of 7
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SCHEDULE 13D
CUSIP No. 786327106 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 79,700
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 71,000
WITH
10 SHARED DISPOSITIVE POWER
38,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
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. 2 of 7
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SCHEDULE 13D
CUSIP No. 786327106 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 79,700
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 71,000
WITH
10 SHARED DISPOSITIVE POWER
38,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
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. 2 of 7
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Schedule 13D
William H. Sadlier, Inc.
This Statement on Schedule 13D is filed by Hilltop Partners, L.P.,
Laifer Capital Management, Inc. (formerly, Laifer Inc.) and Lance Laifer
(collectively, the "Reporting Persons"), relating to the common stock (the
"Common Stock") of William H. Sadlier, Inc. (the "Company").
Item 1. Security and Issuer.
The address of the principal executive offices of the Company is 9 Pine
Street, New York, New York 10005.
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.
(b), (c) and (f) The address of Hillltop 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,
9th Floor, New York, NY 10036. Ms. Gill is a Vice President of Laifer Capital
Management, Inc. and is a United States citizen. Ms. Gill is sometimes referred
to herein as a "Covered Person."
(d) and (e). During the past five years, none of the Reporting 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
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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. Joan Gill used personal funds in the amount of $1,675 to purchase
Common Stock. The amount of funds used by the Reporting Persons to purchase
Common Stock is as follows:
Hilltop $399,038
Wolfson $210,108
Haussman $60,375
Offshore $88,216
Item 4. Purpose of the Transaction.
Each of the Reporting Persons and the Covered Person acquired its
respective shares of Common Stock for investment purposes. Each of the Reporting
Persons and the Covered Person 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 the
Covered Person, respectively, 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 or
Covered 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.
1. Hilltop is the beneficial owner of 58,000 shares (6.5%) of Common
Stock.
Laifer Capital Management, Inc. is the beneficial owner of 109,300
shares (12.2%) of Common Stock. The 109,300 shares of Common Stock beneficially
owned by Laifer Capital Management, Inc. includes:
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(i) 58,000 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) 51,300 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) various Wolfson family entities ("Wolfson"), with an
address at One State Street Plaza, New York, New York 10004-1505, (b) Haussman
Holdings N.V. ("Haussman"), a Netherlands Antilles corporation, with an address
at De Ruyterkade, 62, P.O. Box 819, Curacao, Netherlands Antilles and (c)
Hilltop Offshore Limited ("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.
Joan Gill is the beneficial owner of 200 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. As of April 30, 1996, there were 893,058 shares of Common Stock
outstanding as reported by the Company in its Quarterly Report on Form 10-Q for
the period ended March 31, 1996.
2. 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 58,000 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
58,000 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 21,700 shares of Common Stock owned by
certain of the Clients, (ii) has the sole power to dispose and direct the
disposition of 13,000 shares of Common Stock owned by Offshore and (iii) shares
with certain of the Clients the power to dispose and direct the disposition of
38,300 shares of Common Stock owned by Laifer Capital Management, Inc. in its
capacity as Investment Advisor to such Clients.
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Joan Gill has the power to vote or to direct the voting of and the
power to dispose and to direct the disposition of the 200 shares of Common Stock
beneficially owned by her.
3. 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. The Covered Person purchased 200 shares of Common Stock on June 6,
1996.
(d) Not applicable.
(e) Not applicable.
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.
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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: July 16, 1996 HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT, INC.,
as General Partner
By: /s/Lance Laifer
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Lance Laifer
President
LAIFER CAPITAL MANAGEMENT, INC.
By: /s/Lance Laifer
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Lance Laifer
President
/s/Lance Laifer
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Lance Laifer
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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 William H. Sadlier, 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 on
the 16th day of July, 1996.
HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT, INC,
as General Partner
By: /s/ Lance Laifer
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Lance Laifer, President
LAIFER CAPITAL MANAGEMENT, INC.
By: /s/ Lance Laifer
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Lance Laifer, President
/s/ Lance Laifer
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LANCE LAIFER
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Annex A
Laifer Hilltop Wolfson Offshore Haussman
Date Price Comm. Net Price # Shares # Shares # Shares # Shares # Shares
6/6/96 $8.25 $0.125 $8.375 200 0 0 0 0
6/6/96 8.25 0.05 8.30 3,800 2,300 700 500 300
6/7/96 8.25 0.05 8.30 2,500 1,400 600 300 200
6/10/96 9.00 0.05 9.05 300 0 300 0 0
6/11/96 9.00 0.05 9.05 200 200 0 0 0
6/12/96 9.00 0.05 9.05 200 0 0 200 0
6/13/96 9.00 0.05 9.05 300 200 0 0 100
6/14/96 9.00 0.05 9.05 200 0 200 0 0
6/17/96 9.00 0.05 9.05 300 0 300 0 0
6/18/96 9.50 0.05 9.55 2,000 600 1,200 0 200
6/25/96 10.50 0.05 10.55 2,000 800 1,000 100 100
7/10/96 9.50 0.05 9.55 25,000 13,800 6,100 2,900 2,200
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