<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Universal Hospital Services, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
91359L109
(CUSIP Number)
Mr. Lance Laifer Gerald Adler
Laifer Capital Management, Inc. Shereff, Friedman, Hoffman
Hilltop Partners, L.P. & Goodman, LLP
45 West 45th Street 919 Third Avenue
New York, New York 10036 (212) 921-4139 New York, New York 10022 (212) 758-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 13, 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: [ ]. (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).
<PAGE>
SCHEDULE 13D
CUSIP No. 91359L109 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 332,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 332,500
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
332,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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. 2 of 7
<PAGE>
SCHEDULE 13D
CUSIP No. 91359L109 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 456,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 406,600
PERSON 10 SHARED DISPOSITIVE POWER
WITH 237,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
644,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
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
<PAGE>
SCHEDULE 13D
CUSIP No. 91359L109 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 456,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 406,600
PERSON 10 SHARED DISPOSITIVE POWER
WITH 237,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
644,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
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
<PAGE>
SCHEDULE 13D AMENDMENT NO. 1
UNIVERSAL HOSPITAL SERVICES, INC.
This Amendment No. 1 to the Statement on Schedule 13D (as defined
below) amends and supplements the Statement on Schedule 13D relating to the
event date of December 14, 1995 (the "Schedule 13D") filed by Hilltop Partners,
L.P., Laifer Inc. (Laifer Inc. has subsequently changed its name to Laifer
Capital Management, Inc.) and Lance Laifer (the "Reporting Persons"), relating
to the common stock (the "Common Stock") of Universal Hospital Services, Inc.
(the "Issuer"). Capitalized terms used herein and not defined herein shall have
the meanings assigned thereto in the Schedule 13D. The address of the Issuer is
1250 Northland Plaza, 3800 West 80th Street, Bloomington, MN 55431. The original
Schedule 13D is filed herewith as Annex B pursuant to Rule 13d-2(c) under the
Securities Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to read in its
entirety as follows:
(a) Hilltop is the beneficial owner of 332,500 shares
(6.1%) of the Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of
644,300 shares (11.8%) of Common Stock. The 644,300 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. include:
(i) 332,500 shares of Common Stock beneficially owned by
Laifer Capital Management, Inc. in its capacity as General Partner of and
Investment Advisor to Hilltop, which shares have been described in the previous
paragraph; and
(ii) 311,800 shares of Common Stock beneficially owned by
Laifer Capital Management, Inc. in its capacity as Investment Advisor to (A)
various Wolfson family entities ("Wolfson"), One State Street Plaza, New York
10004-1505, (B) Haussman Holdings, N.V. ("Haussman"), De Ruyterkade, 62, P.O.
Box 819, Curaco, Netherlands Antilles and (C) Hilltop Offshore Limited
("Offshore"), a Cayman Islands company, c/o Consolidated Fund Management
Limited, P.O. Box HM 2257, Par La Ville Place, Par La Ville Road, Hamilton HMJX,
Bermuda (Wolfson, Haussman and Offshore are collectively referred to herein as
the "Clients").
Lance Laifer, as sole Director and principal stockholder of
Laifer Capital Management, Inc. is the beneficial owner of the 644,300 shares of
Common Stock beneficially owned by Laifer Capital Management, Inc. as described
above.
The number of shares beneficially owned by each of 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. The percentage of ownership of the Reporting Persons is
based on 5,460,218 outstanding shares of Common Stock on July 31, 1996 as
reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June
30, 1996.
<PAGE>
(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 332,500
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 Hilltop's General Partner.
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 332,500 shares of Common Stock beneficially owned by it in its capacity as
the General Partner of Hilltop. Laifer Capital Management, Inc. (i) has the sole
power to vote and direct the voting of 124,400 shares owned by Haussman and
Offshore (ii) has sole power to dispose and direct the disposition of 74,100
shares owned by Offshore and (iii) shares with certain of the Clients the power
to dispose and direct the disposition of the 237,700 shares of Common Stock
owned by Laifer Capital Management, Inc. in its capacity as Investment Advisor
to such Clients. Wolfson retains the sole power to vote and direct the voting of
the shares of Common Stock owned by it.
(c) Each of the Reporting Persons sold shares of Common Stock
of the Issuer during the past sixty days. All of such shares were sold on the
open market. Additional information concerning said transactions is contained on
Annex A hereto.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Signature
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 19, 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>
Annex A
<TABLE>
<CAPTION>
Laifer Hilltop Wolfson Offshore Haussman
Date Price Comm. # Shares # Shares # Shares # Shares # Shares
<S> <C> <C> <C> <C> <C> <C> <C>
7/26/96 $6.625 -- 3,000 1,600 800 400 200
8/1/96 6.50 -- 15,200 7,800 4,400 1,800 1,200
8/2/96 6.50 -- 4,800 2,500 1,400 500 400
8/6/96 6.75 $.05 12,500 6,500 3,600 1,400 1,000
8/7/96 6.75 .05 1,000 500 300 100 100
8/8/96 6.875 .05 6,600 3,400 1,900 800 500
8/16/96 6.75 .05 5,000 2,600 1,400 600 400
8/16/96 6.75 -- 2,500 1,300 700 300 200
8/21/96 6.75 -- 5,000 2,600 1,400 600 400
8/30/96 7.00 -- 2,500 1,300 700 300 200
9/4/96 7.00 -- 5,000 2,600 1,400 600 400
9/13/96 6.875 -- 5,000 2,600 1,400 600 400
9/16/96 6.875 -- 5,000 2,600 1,400 600 400
9/17/96 6.875 .05 1,500 800 400 200 100
9/18/96 6.875 .05 1,000 500 300 100 100
9/18/96 6.75 -- 20,000 10,300 5,800 2,300 1,600
</TABLE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
Universal Hospital Services, Inc.
---------------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
91359L109
--------------
(CUSIP Number)
Mr. Lance Laifer Gerald Adler
Laifer Capital Management, Inc. Shereff, Friedman, Hoffman &
Hilltop Partners, L.P. 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)
December 14, 1995
---------------------------------------
(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).
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 91359L109 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 359,900
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 359,900
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,900
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
- -------------------------------------------------------------------------------
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
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 91359L109 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 501,300
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 443,400
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
283,700
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
727,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
- -------------------------------------------------------------------------------
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
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 91359L109 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 501,300
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 443,300
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
283,700
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
727,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
- -------------------------------------------------------------------------------
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
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
Securities acquired: Common Stock
Issuer: Universal Hospital Services, Inc. ("Issuer")
1250 Northland Plaza
3800 West 80th Street
Bloomington, MN 55431
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 Hilltop is 45 West 45th
Street, 9th Floor, 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, 9th Floor, 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, 9th Floor, New York, NY 10036. Mr. Laifer is a United States citizen.
See Item 5 for information regarding ownership of Common
Stock.
(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
subject to, federal or state securities laws or finding any violation with
respect to such laws.
<PAGE>
Item 3. Source and Amount of Funds
The source of the funds used by Hilltop Partners, L.P. to
purchase the securities of the Issuer was working capital. The source of the
funds used by Laifer Capital Management, Inc. to purchase the securities of the
Issuer was (i) the working capital of Hilltop Partners, L.P. and (ii) the
working capital or other funds of its various investment advisory clients
listed in the transaction records attached hereto as Exhibit B. The amount of
funds used by the Reporting Persons to purchase the Common Stock of the Issuer
is as follows:
Hilltop $3,221,626
Wolfson $2,034,540
Haussman $518,967
Offshore $748,222
Item 4. Purpose of the Transaction
Each of the Reporting Persons acquired its respective shares
of Common Stock of the Issuer for investment purposes. Each of the Reporting
Persons may acquire or dispose of securities of the Issuer, 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 Issuer 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 the Issuer
(a) Hilltop is the beneficial owner of 359,900 shares (6.6%)
of the Common Stock of the Issuer.
Laifer Capital Management, Inc. is the beneficial owner of
727,000 shares (13.4%) of Common Stock of the Issuer. The 727,000 shares of
Common Stock of the Issuer beneficially owned by Laifer Capital Management,
Inc. include:
(i) 359,900 shares of Common Stock of the Issuer beneficially
owned by Laifer Capital Management, Inc. in its capacity as General Partner of
and Investment Advisor to Hilltop, which shares have been described in the
previous paragraph; and
(ii) 367,100 shares of Common Stock of the Issuer
beneficially owned by Laifer Capital Management, Inc. in its capacity as
Investment Advisor to (A) various Wolfson family entities ("Wolfson"), One
State Street Plaza, New York 10004-1505,(B) Haussman
<PAGE>
Holdings, N.V. ("Haussman"), De Ruyterkade, 62, P.O. Box 819, Curaco,
Netherlands Antilles and (C) Hilltop Offshore Limited ("Offshore"), a Cayman
Islands company, c/o Consolidated Fund Management Limited, P.O. Box HM 2257,
Par La Ville Place, Par La Ville Road, Hamilton HMJX, Bermuda (Wolfson,
Haussman and Offshore are collectively referred to herein as the "Clients").
Lance Laifer, as sole Director and principal stockholder of
Laifer Capital Management, Inc. is the beneficial owner of the 727,000 shares
of Common Stock beneficially owned by Laifer Capital Management, Inc. as
described above.
The number of shares beneficially owned by each of 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. The percentage of beneficial ownership of the
Reporting Persons is based on 5,429,896 outstanding shares of Common Stock of
the Issuer on December 18, 1995 as disclosed by an officer of the Issuer to the
Reporting Persons.
(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 359,900
shares of Common Stock of the Issuer beneficially owned by it. Hilltop's power
to vote and dispose of its shares rests with Laifer Capital Management, Inc.,
in its capacity as Hilltop's General Partner.
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 359,900 shares of Common Stock of the Issuer beneficially owned by it in
its capacity as the General Partner of Hilltop. Laifer Capital Management, Inc.
(i) has the sole power to vote and direct the voting of 141,400 shares owned by
Haussman and Offshore, (ii) has sole power to dispose and direct the
disposition of 83,400 shares owned by Offshore and (iii) shares with certain of
the Clients the power to dispose and direct the disposition of the 283,700
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 in the past 60 days are reflected on Exhibit B hereto. All
such transactions were effected in the open market.
(d) Not applicable.
(e) Not applicable.
<PAGE>
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.
Exhibit B. Purchase Records.
<PAGE>
Signature
- ---------
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: December 21, 1995
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>
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 Universal Hospital
Services, 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 21st day of December, 1995.
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
