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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. 3)*
Styling Technology Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
8639051
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(CUSIP Number)
Mr. Lance Laifer With a copy to:
Laifer Capital Management, Inc. Gerald Adler, Esq.
Hilltop Partners, L.P. Shereff, Friedman, Hoffman & 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)
May 27, 1997
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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. 8639051 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 377,500
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH 377,500
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
377,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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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SCHEDULE 13D
CUSIP No. 8639051 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 487,800
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH 487,800
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON 229,300
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
717,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2%
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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SCHEDULE 13D
CUSIP No. 8639051 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 487,800
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH 487,800
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON 229,300
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
717,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2%
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. 3
Styling Technology Corporation
This Amendment No. 3 to the Statement on Schedule 13D amends and
supplements the Statement on Schedule 13D relating to the event date of December
20, 1996 (the "Schedule 13D"), Amendment No. 1 to the Schedule 13D relating to
the event date of April 3, 1997 and Amendment No. 2 to the Schedule 13D relating
to the event date of May 16, 1997 filed by Hilltop Partners, L.P., Laifer
Capital Management, Inc. and Lance Laifer (collectively, the "Reporting
Persons") relating to the common stock (the "Common Stock") of Styling
Technology Corporation (the "Company"). The address of the principal executive
offices of the Company is 1146 South Cedar Ridge, Duncanville, TX 75137.
Capitalized terms used herein and not defined herein shall have the meanings
assigned thereto in the Schedule 13D.
Item 5. Interest in Securities of Issuer.
Item 5 of the Schedule 13D is hereby amended to read in its entirety as
follows:
(a) Hilltop is the beneficial owner of 377,500 shares (9.6%) of Common
Stock.
Laifer Capital Management, Inc. is the beneficial owner of 717,100
shares (18.2%) of Common Stock. The 717,100 shares of Common Stock beneficially
owned by Laifer Capital Management, Inc. includes:
(i) 377,500 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) 339,600 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) Wolfson, with an address at One State Street
Plaza, New York, New York 10004-1505, and (b) Offshore, a Cayman Islands
company, with an address c/o Consolidated Fund Management Limited, 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. There were 3,948,703 shares of Common Stock of the Company outstanding
as of May 14, 1997 as reported by the Company in the Company's Quarterly Report
on Form 10-Q for the period ended March 31, 1997.
Page 5
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(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 377,500 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
377,500 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 and sole power to dispose and direct the
disposition of 110,300 shares of Common Stock owned by Offshore and (ii) shares
with Wolfson the power to dispose and direct the disposition of 229,300 shares
of Common Stock beneficially owned by Laifer Capital Management, Inc. in its
capacity as Investment Advisor to Wolfson. Wolfson retains the sole power to
vote and to direct the voting of the 229,300 shares of Common Stock owned by it.
(c) All transactions in the Common Stock effected by the Reporting
Persons since the filing of Amendment No. 1 to the Schedule 13D are set forth in
Annex A hereto and are incorporated herein by reference. All such transactions
were purchases effected in the open market.
(d) Not applicable.
(e) Not applicable.
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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: June 2, 1997 HILLTOP PARTNERS, L.P.
By: LAIFER CAPITAL MANAGEMENT, INC.,
as General Partner
By: /s/ Lance Laifer
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Lance Laifer
President
LAIFER CAPITAL MANAGEMENT, INC.
By: /s/ Lance Laifer
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Lance Laifer
President
/s/ Lance Laifer
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Lance Laifer
Page 7
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Annex A
<TABLE>
<CAPTION>
Laifer Hilltop Wolfson Offshore
Date Price Comm. # Shares # Shares # Shares # Shares
<S> <C> <C> <C> <C> <C> <C>
5/27/97 $10.50 $0.06 25,000 13,700 8,200 3,100
5/27/97 10.50 0.00 30,000 16,500 9,800 3,700
</TABLE>
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