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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. 9)*
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 New York, New York 10022
(212) 921-4139 (212) 758-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 3, 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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CUSIP No. 206013104 SCHEDULE 13D 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 559,200
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 559,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
559,200
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*
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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CUSIP No. 206013104 SCHEDULE 13D 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 689,200
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 689,200
10 SHARED DISPOSITIVE POWER
308,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
997,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
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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CUSIP No. 206013104 SCHEDULE 13D 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 689,200
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 689,200
10 SHARED DISPOSITIVE POWER
308,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
997,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
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 AMENDMENT NO. 9
CONCEPTS DIRECT, INC.
This Amendment No. 9 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 and Amendment No. 8 to the Schedule 13D relating to the event
date of May 9, 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 and
Amendment No. 8 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 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended to add the following:
Ranie Hotis is a Vice President of Laifer Capital Management, Inc. Ranie
Hotis' principal occupation is investment management and her business
address is c/o Laifer Capital Management, Inc., 45 West 45th Street, New
York, New York 10036. Ms. Hotis is a United States citizen. Ms. Hotis is
sometimes referred to herein as a "Covered Person."
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 559,200 shares (11.8%) of the Common
Stock.
Laifer Capital Management, Inc. is the beneficial owner of 997,800 shares
(21.1%) of Common Stock. The 997,800 shares of Common Stock beneficially owned
by Laifer Capital Management, Inc. include:
(i) 559,200 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
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(ii) 438,600 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").
Lance Laifer, as President, sole director and principal stockholder of
Laifer Capital Management, Inc. is the beneficial owner of the 997,800 shares of
Common Stock beneficially owned by Laifer Capital Management, Inc. as described
above.
Ranie Hotis is the beneficial owner of 300 shares of Common Stock.
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
4,724,286 outstanding shares of Common Stock on July 2, 1997 as reported in the
Issuer's Prospectus dated July 2, 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 559,200 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
559,200 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 130,000 shares of Common Stock owned by Offshore. Laifer
Capital Management, Inc. shares with Wolfson the power to dispose and direct the
disposition of the 308,600 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.
Ranie Hotis has the sole power (i) to vote and to direct the voting of and
(ii) to dispose and to direct the disposition of the 300 shares of Common Stock
beneficially owned by her.
(c) Each of the Reporting Persons purchased shares of Common Stock of the
Issuer since the filing of Amendment No. 8 to the Schedule 13D. In addition, the
Covered Person acquired 300 shares of Common Stock on July 2, 1997 for a
purchase price of $16.4375 per share using her personal funds. All such shares
were purchased on the open market. Additional information concerning said
transactions is contained on Annex A hereto.
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(d) Not applicable.
(e) Not applicable.
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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: July 11, 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
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Annex A
Laifer Hilltop Wolfson Offshore
Date Price Comm. # Shares # Shares # Shares # Shares
5/19/97 $20.25 $.06 2,000 800 1,000 200
6/4/97 21.00 .06 1,000 600 300 100
6/16/97 21.00 .06 1,000 0 1,000 0
6/24/97 20.00 .00 2,000 1,100 600 300
7/1/97 18.0625 .06 2,200 1,300 600 300
7/2/97 16.1875 .00 88,000 48,200 28,800 11,000
7/3/97 16.9375 .06 2,500 1,400 800 300
7/3/97 16.5938 .00 42,000 22,900 13,900 5,200
7/7/97 18.375 .00 15,000 8,300 4,900 1,800
7/7/97 17.6158 .06 13,600 7,500 4,400 1,700
7/8/97 17.9375 .06 500 300 100 100
7/8/97 18.25 .00 8,000 4,400 2,600 1,000
7/9/97 18.375 .00 8,000 4,400 2,600 1,000
7/9/97 18.00 .06 3,000 1,700 900 400
7/10/97 19.00 .00 10,000 5,500 3,300 1,200
7/10/97 19.125 .06 5,800 3,300 1,800 700
