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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. )*
Equitrac Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
2945991
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(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)
November 4, 1997
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(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. 2945991 Page 2 of 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 236,400
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 236,400
10 SHARED DISPOSITIVE POWER
102,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
338,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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. 2945991 Page 3 of Pages
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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
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 236,400
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 236,400
10 SHARED DISPOSITIVE POWER
102,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
338,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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.
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SCHEDULE 13D
CUSIP No. 2945991 Page 4 of Pages
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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 193,800
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 193,00
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
193,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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.
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Schedule 13D
Equitrac Corporation
This Statement on Schedule 13D is filed by Hilltop Partners, L.P., Laifer
Capital Management, Inc. and Lance Laifer (collectively, the "Reporting
Persons").
Item 1. Security and Issuer.
This Statement relates to the common stock (the "Common Stock") of
Equitrac Corporation (the "Company"). The address of the principal executive
office of the Company is 836 Ponce De Leon Boulevard, Coral Gables, FL 33134.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed jointly by 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, 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.
(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, or prohibiting or mandating activities 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 various
Wolfson family entities ("Wolfson") and Hilltop Offshore Limited
Page 5
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("Offshore"), which are investment advisory clients of Laifer Capital
Management, Inc. The amount of funds used by the Reporting Persons to purchase
Common Stock is as follows:
Hilltop $2,394,202
Wolfson $1,293,269
Offshore $528,201
Total $4,215,672
Item 4. Purpose of the Transaction.
Each of the Reporting Persons acquired its or his shares of Common Stock
for investment purposes. Each of the Reporting Persons 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 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 Issuer.
(a) Hilltop is the beneficial owner of 193,800 shares (5.5%) of Common
Stock.
Laifer Capital Management, Inc. is the beneficial owner of 338,600
shares (9.7%) of Common Stock. The 338,600 shares of Common Stock beneficially
owned by Laifer Capital Management, Inc. includes:
(i) 193,800 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 above; and
(ii) 144,800 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").
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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.
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 3,495,600 shares of Common Stock of the Company outstanding
as of October 2, 1997 as reported in the Company's Quarterly Report on Form 10-Q
for the period ended August 31, 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 193,800 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
193,800 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 42,600 shares of Common Stock owned by Offshore and (ii) shares
with Wolfson the power to dispose and direct the disposition of 102,200 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) The transactions in the Common Stock effected by the Reporting
Persons during the past sixty days are set forth on Annex A hereto. All such
transactions were open market purchases.
(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: November 12, 1997 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
Page 8
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Annex A
Laifer Hilltop Wolfson Offshore
Date Price Comm. # Shares # Shares # Shares # Shares
10/27/97 $15.00 0.06 1,000 600 300 100
10/28/97 15.75 0.06 200 200 0 0
11/3/97 16.375 0.06 500 0 500 0
11/4/97 16.0625 -- 50,000 27,100 16,800 6,100
Page 9
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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 Equitrac Corporation 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 as of the 11th day of November, 1997.
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
