<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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 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)
October 31, 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. 206013104 Page 2 of 8 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 655,700
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH 655,700
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
655,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
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 8
<PAGE>
SCHEDULE 13D
CUSIP No. 206013104 Page 3 of 8 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 805,300
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH 805,300
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON 366,300
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,171,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%
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 8
<PAGE>
SCHEDULE 13D
CUSIP No. 206013104 Page 4 of 8 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 805,300
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH 805,300
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON 366,300
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,171,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%
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 8
<PAGE>
SCHEDULE 13D AMENDMENT NO. 11
CONCEPTS DIRECT, INC.
This Amendment No. 11 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, Amendment No. 5 to the Schedule 13D relating to the event date of
March 12, 1996, Amendment No. 6 to the Schedule 13D relating to the event date
of August 14, 1996, Amendment No. 7 to the Schedule 13D relating to the event
date of January 21, 1997, Amendment No. 8 to the Schedule 13D relating to the
event date of May 9, 1997, Amendment No. 9 to the Schedule 13D relating to the
event date of July 3, 1997 and Amendment No. 10 to the Schedule 13D relating to
the event date of July 22, 1997, 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, Amendment No. 5 to the Schedule 13D,
Amendment No. 6 to the Schedule 13D, Amendment No. 7 to the Schedule 13D,
Amendment No. 8 to the Schedule 13D, Amendment No. 9 to the Schedule 13D and
Amendment No. 10 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.
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 655,700 shares (13.2%)
of the Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of
1,171,600 shares (23.6%) of Common Stock. The 1,171,600 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. include:
(i) 655,700 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 above; and
(ii) 515,900 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 and (B) 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 and Offshore are
collectively referred to herein as the "Clients").
5
<PAGE>
Lance Laifer, as President, sole director and principal
stockholder of Laifer Capital Management, Inc. is the beneficial owner of the
1,171,600 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 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 4,955,286 outstanding shares of Common Stock on October 22, 1997 as
reported in the Issuer's Quarterly Report on Form 10-Q for the period ended
September 30, 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 655,700
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 655,700 shares of Common Stock beneficially owned by it 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 149,600 shares of Common Stock owned by Offshore. Laifer
Capital Management, Inc. shares with Wolfson the power to dispose and direct the
disposition of the 366,300 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 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 last 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.
6
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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: November 7, 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
7
<PAGE>
Annex A
<TABLE>
<CAPTION>
Laifer Hilltop Wolfson Offshore
Date Price Comm.# Shares # Shares # Shares # Shares
<S> <C> <C> <C> <C> <C> <C>
10/29/97 $18.50 -- 500 500 0 0
10/30/97 17.9375 -- 12,000 6,500 4,000 1,500
10/30/97 18.00 $.06 500 500 0 0
10/31/97 17.5111 -- 101,500 55,100 34,000 12,400
11/03/97 18.00 .06 1,000 600 300 100
11/04/97 18.125 .06 2,000 1,100 600 300
11/05/97 18.3167 .06 3,000 1,700 900 400
11/06/97 18.6250 .06 200 0 200 0
</TABLE>
8
