<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Concepts Direct, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
206013104
(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)
August 14, 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. 206013104 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 SHARES
7. SOLE VOTING POWER
189,000
BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY EACH
9. SOLE DISPOSITIVE POWER
189,000
REPORTING PERSON
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.9%
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. 206013104 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 SHARES
7. SOLE VOTING POWER
251,400
BENEFICIALLY
8. SHARED VOTING POWER
0
OWNED BY EACH
9. SOLE DISPOSITIVE POWER
225,100
REPORTING PERSON
WITH
10. SHARED DISPOSITIVE POWER
128,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.7%
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. 2 of 7
<PAGE>
SCHEDULE 13D
CUSIP No. 206013104 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
USA
NUMBER OF SHARES
7. SOLE VOTING POWER
251,400
BENEFICIALLY
8. SHARED VOTING POWER
0
OWNED BY EACH
9. SOLE DISPOSITIVE POWER
225,100
REPORTING PERSON
WITH
10. SHARED DISPOSITIVE POWER
128,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.7%
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. 2 of 7
<PAGE>
SCHEDULE 13D AMENDMENT NO. 6
CONCEPTS DIRECT, INC.
This Amendment No. 6 to the Statement on Schedule 13D (as defined
below) amends and supplements the Statement on Schedule 13D relating to the
event date of August 4, 1994 (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"), Amendment
No. 1 to the Schedule 13D relating to the event date of December 30, 1994,
Amendment No. 2 to the Schedule 13D relating to the event date of March 23,
1995, Amendment No. 3 to the Schedule 13D relating to the event date of May 9,
1995, Amendment No. 4 to the Schedule 13D relating to the event date of October
25, 1995 and Amendment No. 5 to the Schedule 13D relating to the event date of
March 12, 1996 each relating to the common stock, par value $.10 per share (the
"Common Stock"), of Concepts Direct, Inc. (the "Issuer"). The above-referenced
Statement on Schedule 13D, Amendment No. 1 to the Schedule 13D, Amendment No. 2
to the Schedule 13D, Amendment No. 3 to the Schedule 13D, Amendment No. 4 to
the Schedule 13D and Amendment No. 5 to the Schedule 13D are collectively
referred to herein as the "Schedule 13D." Capitalized terms used herein and
not defined herein shall have the meanings assigned thereto in the Schedule
13D. The original Schedule 13D is filed herewith as Annex B persuant 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 189,000 shares (8.9%) of
the Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of 354,000
shares (16.7%) of Common Stock. The 354,000 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. include:
(i) 189,000 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) 165,000 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 354,000 shares of
Common Stock beneficially owned by Laifer Capital Management, Inc. as described
above.
<PAGE>
The number of shares beneficially owned by each of the Reporting
Persons and the percentage of outstanding shares presented 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 2,120,108 outstanding shares of Common Stock on July 15, 1996 as
reported in the Issuer's Quarterly Report on Form 10-Q for the period ended
June 30, 1996.
(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 189,000
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 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
189,000 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 62,400 shares owned by Haussman and
Offshore (ii) has sole power to dispose and direct the disposition of 36,100
shares owned by Offshore and (iii) shares with certain of the Clients the power
to dispose and direct the disposition of the 128,900 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 purchased shares of Common
Stock of the Issuer during the past sixty days. All such shares were purchased
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: August 16, 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
Laifer Hilltop Wolfson Offshore Haussman
Date Price Comm. # Shares # Shares # Shares # Shares # Shares
6/21/96 19.125 NET 3,000 1,700 700 400 200
6/27/96 19.25 NET 7,000 4,000 1,500 900 600
7/26/96 16.625 $0.05 1,300 700 300 200 100
8/5/96 17.25 $0.05 1,100 600 300 100 100
8/13/96 16.00 NET 10,000 1,900 4,500 2,600 1,000
<PAGE>
Annex B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
Concepts Direct, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
206013104
(CUSIP Number)
Mr. Lance Laifer Gerald Adler
Laifer, Inc. Shereff, Friedman, Hoffman
Hilltop Partners, L.P. & Goodman, LLP
114 West 47th 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)
August 4, 1994
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 206013104 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 53,650
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER
53,650
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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. 206013104 Page 3 of Pages
-------------------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laifer, 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 62,150
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON
WITH
9 SOLE DISPOSITIVE POWER
57,750
10 SHARED DISPOSITIVE POWER
34,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,350
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
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. 206013104 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 62,150
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON
WITH
9 SOLE DISPOSITIVE POWER
57,750
10 SHARED DISPOSITIVE POWER
34,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,350
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
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
Item 1. Security and Issuer
Securities acquired: Common Stock, $.10 par value, per share
Issuer: Concepts Direct, Inc. ("Issuer")
1351 South Sunset Street
Longmont, Colorado 80501
(303) 772-9171
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
Inc., a Delaware corporation, and Lance Laifer, the President, sole Director
and principal stockholder of Laifer Inc.
(b), (c) and (f) The address of Hilltop is 114 West 47th Street, 26th
Floor, New York, NY 10036. Hilltop is a Delaware limited partnership. Its
principal business is investments.
The address of the principal office of Laifer Inc. is 114 West 47th
Street, 26th Floor, New York, NY 10036. Laifer 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 Inc., 114 West 47th Street, 26th 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 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 $122,625.00
Wolfson $ 63,436.00
Haussman $ 10,237.00
Offshore $ 15,112.00
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 53,650 shares (5.1%) of the
Common Stock of the Issuer.
Laifer Inc. is the beneficial owner of 92,350 shares (8.8%) of Common
Stock of the Issuer. The 92,350 shares of Common Stock of the Issuer
beneficially owned by Laifer Inc. include:
(i) 53,650 shares of Common Stock of the Issuer beneficially owned by
Laifer Inc. in its capacity as General Partner of and Investment Advisor to
Hilltop, which shares have been described in the previous paragraph; and
(ii) 38,700 shares of Common Stock of the Issuer beneficially owned by
Laifer Inc. in its capacity as Investment Advisor to (A) various Wolfson family
entities ("Wolfson"), one
<PAGE>
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
Inc. is the beneficial owner of the 92,350 shares of Common Stock beneficially
owned by Laifer Inc. as described above.
The number of shares beneficially owned by each of the Reporting
Persons and the percentage of outstanding shares presented 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 1,055,387 outstanding shares of Common Stock of the Issuer on August 10,
1994.
(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 53,650 shares of
Common Stock of the Issuer beneficially owned by it. Hilltop's power to vote
and dispose of its shares rests with Laifer Inc., in its capacity as Hilltop's
General Partner.
Laifer Inc. has the sole power (i) to vote and to direct the voting of
and (ii) to dispose and direct the disposition of the 53,650 shares of Common
Stock of the Issuer beneficially owned by it in its capacity as the General
Partner of Hilltop. Laifer Inc. (i) has the sole power to vote and direct the
voting of 8,500 shares owned by Haussman and Offshore, (ii) has sole power to
dispose and direct the disposition of 4,100 shares owned by Offshore and (iii)
shares with certain of the Clients the power to dispose and direct the
disposition of the 34,600 shares of Common Stock owned by Laifer Inc. in its
capacity as Investment Advisor to such Clients.
(c) Each of the Reporting Persons purchased shares of Common Stock of
the Issuer on June 21, 1994, June 30, 1994 and August 4, 1994. The purchase
price per share of the Common Stock was $4.38 on June 21, 1994, $4.50 on June
30, 1994 and $4.00 on August 4, 1994. All such shares were purchased on the
open market. Additional information concerning said transactions is contained
in Exhibit B.
(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.
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: August 15, 1994
HILLTOP PARTNERS, L.P.
By: LAIFER INC., as General Partner
By: /s/ Lance Laifer
---------------------------------
Lance Laifer, President
LAIFER 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, $.10 par value, of Concepts Direct, 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 15 day of August, 1994.
HILLTOP PARTNERS, L.P.
By: LAIFER INC., as General Partner
By: /s/ Lance Laifer
---------------------------------
Lance Laifer, President
LAIFER INC.
By: /s/ Lance Laifer
---------------------------------
Lance Laifer, President
/s/ Lance Laifer
--------------------------------------
LANCE LAIFER
