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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. 13)*
Concepts Direct, Inc.
---------------------
(Name of Issuer)
Common Stock, $.10 par value
------------------------------
(Title of Class of Securities)
206013104
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(CUSIP Number)
Mr. Lance Laifer Gerald Adler
Laifer Capital Management, Inc. Swidler Berlin Shereff Friedman, LLP
Hilltop Partners, L.P. 919 Third Avenue
45 West 45th Street New York, New York 10022
New York, New York 10036 (212) 921-4139 (212) 758-9500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 4, 1999
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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. 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 540,700
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 540,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
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 8
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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 600,500
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 600,500
10 SHARED DISPOSITIVE POWER
426,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,026,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%
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 8
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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 600,500
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 600,500
10 SHARED DISPOSITIVE POWER
426,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,026,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%
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 8
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SCHEDULE 13D AMENDMENT NO. 13
CONCEPTS DIRECT, INC.
This Amendment No. 13 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, Amendment No. 10 to the Schedule
13D relating to the event date of July 22, 1997, Amendment No. 11 to the
Schedule 13D relating to the event date of October 31, 1997 and Amendment No.
12 to the Schedule 13D relating to the event date of January 6, 1998, 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, Amendment No. 10 to the
Schedule 13D and Amendment No. 11 to the Schedule 13D and Amendment No. 12 to
the Schedule BD 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 540,700 shares (10.9%)
of the Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of
1,026,800 shares (20.7%) of Common Stock. The 1,026,800 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. include:
(i) 540,700 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) 486,100 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
5
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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
1,026,800 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 4,967,286 outstanding shares of Common Stock on October 22, 1998,
as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended
September 30, 1998.
(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 540,700
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 540,700 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 59,600 shares of Common Stock owned by Offshore. Laifer
Capital Management, Inc. shares with Wolfson the power to dispose and direct
the disposition of the 426,300 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) Certain of the Reporting Persons sold shares of Common
Stock of the Issuer during the last sixty days. Except as indicated, all 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.
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: January 7, 1999
HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT, INC.,
as General Partner
By: /s/ Ranie Hotis
--------------------------------
Ranie Hotis, Vice President
LAIFER CAPITAL MANAGEMENT, INC.
By: /s/ Ranie Hotis
-------------------------------
Ranie Hotis, Vice President
/s/ Lance Laifer
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LANCE LAIFER
7
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Annex A
Laifer Hilltop Wolfson Offshore
Date Price Comm # Shares # Shares # Shares # Shares
.
12/28/98 $11.2031 -- 10,000 10,000 0 0
12/29/98 11.8056 -- 9,000 9,000 0 0
12/30/98 11.50 -- 1,500 1,500 0 0
12/31/98 8.375 .05 5,000 5,000 0 0
12/31/98 9.3282 .05 12,000 12,000 0 0
12/31/98 8.8026 .06 9,500 9,500 0 0
01/04/99* 8.3725 -- 172,400 80,000 0 92,400
*In-kind distribution to limited partners.
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