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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. 2)*
The Morgan Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
617358106
(CUSIP Number)
Mr. Lance Laifer Gerald Adler
Laifer Capital Management, Inc. Shereff, Friedman, Hoffman & Goodman, LLP
Hilltop Partners, L.P. 919 Third Avenue
45 West 45th Street New York, New York 10022
New York, New York 10036 (212) 758-9500
(212) 921-4139
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 6, 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).
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SCHEDULE 13D
CUSIP No. 617358106 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 7 SOLE VOTING POWER
OF 64,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 9 SOLE DISPOSITIVE POWER
EACH 64,300
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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
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SCHEDULE 13D
CUSIP No. 617358106 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 7 SOLE VOTING POWER
OF 91,900
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 0
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 78,300
PERSON
WITH 10 SHARED DISPOSITIVE POWER
43,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,300
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*
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
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SCHEDULE 13D
CUSIP No. 617358106 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 7 SOLE VOTING POWER
OF 91,900
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 0
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 78,300
PERSON
WITH 10 SHARED DISPOSITIVE POWER
43,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,300
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*
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
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Schedule 13D Amendment No. 2
The Morgan Group, Inc.
This Amendment No. 2 to the Statement on Schedule 13D amends and
supplements the Statement on Schedule 13D filed April 28, 1995 (the "Schedule
13D") and Amendment No. 1 to the Schedule 13D filed July 8, 1995 by Hilltop
Partners, L.P., Laifer Capital Management, Inc. (formerly Laifer Inc.) and Lance
Laifer (collectively, the "Reporting Persons"), each relating to the Class A
common stock, par value $.015 per share (the "Common Stock"), of The Morgan
Group, Inc. (the "Company").
The Schedule 13D is amended and restated to read in full as follows:
Item 1. Security and Issuer.
The address of the principal executive offices of the Company is 28651 U.S.
20 West, Elkhart, Indiana 46514.
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 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 Hillltop 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, prohibiting or mandating activities subject to , federal or state
securities laws or finding any violation with respect to such laws.
Page 5
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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 its
various investment advisory clients listed in the transaction records attached
hereto as Exhibit B.
Item 4. Purpose of the Transaction.
Each of the Reporting Persons acquired its respective 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 64,300 shares (4.7%) of Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of 121,300 shares
(8.9%) of Common Stock. The 121,300 shares of Common Stock beneficially owned by
Laifer Capital Management, Inc. includes:
(i) 64,300 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 in the previous paragraph; and
(ii) 57,000 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) various Wolfson family entities, with an address at
One State Street Plaza, New York, New York 10004-1505, (b) Haussman Holdings
N.V., a Netherlands Antilles corporation, (c) various charitable trusts, with an
address at One State Street Plaza, New York, New York 10004-1505 and (d) Hilltop
Offshore Limited ("Offshore"), a Cayman Islands company, with an address c/o
Consolidated Fund Management Limited,
Page 6
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P.O. Box HM 2257, Par La Ville Place, 14 Par La Ville Road, Hamilton HMJX,
Bermuda (collectively, the "Clients").
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. As of April 25, 1996, there were 1,366,665 shares of Common Stock
outstanding as reported by the Company in a press release dated April 25, 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 64,300 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
64,300 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 27,600 shares of Common Stock owned by
certain of the Clients, (ii) has the sole power to dispose and direct the
disposition of 14,000 shares of Common Stock owned by Offshore and (iii) shares
with certain of the Clients the power to dispose and direct the disposition of
43,000 shares of Common Stock owned by Laifer Capital Management, Inc. in its
capacity as Investment Advisor to such Clients.
(c) All transactions in the Common Stock effected by the Reporting Persons
during the past sixty days are set forth in Annex A hereto and are incorporated
herein by reference.
(d) Not applicable.
(e) Hilltop ceased to be the beneficial owner of more than five percent
(5%) of the Common Stock on May 3, 1996, consequently, the Reporting Persons
intend to file a Statement on Schedule 13G with respect to the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None
Page 7
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Item 7. Material to be Filed as Exhibits.
Exhibit A. Agreement of Joint Filing.
Exhibit B. Shares of Common Stock Owned by the Reporting Persons.
Page 8
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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: May 9, 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
By: /s/ Lance Laifer
Lance Laifer
Page 9
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ANNEX A
<TABLE>
<CAPTION>
5/2/96
SELLS
Net Laifer Hilltop Wolfson Offshore Haussman
Security Symbol Price Comm. Price # Shares # Shares # Shares # Shares # Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The Morgan Group MG $9.0050 $0.0500 $8.9550 7,500 4,000 1,500 900 800
<CAPTION>
5/3/96
SELLS
Net Laifer Hilltop Wolfson Offshore Haussman
Security Symbol Price Comm. Price # Shares # Shares # Shares # Shares # Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The Morgan Group MG $8.8964 $0.0500 $8.8304 22,000 11,700 5,300 2,500 2,500
</TABLE>
