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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. )*
MLC Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
55305v1
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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 28, 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. 55305v1 Page 2 of Pages
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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 321,400
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 321,400
PERSON 10 SHARED DISPOSITIVE POWER
WITH 152,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
474,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
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. 55305v1 Page 3 of Pages
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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
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 321,400
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 321,400
PERSON 10 SHARED DISPOSITIVE POWER
WITH 152,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
474,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
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
CUSIP No. 55305v1 Page 4 of Pages
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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 267,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 267,500
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
267,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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.
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Schedule 13D
MLC Holdings, Inc.
This Statement on Schedule 13D is filed by Hilltop Partners, L.P.,
Laifer Capital Management, Inc. and Lance Laifer (collectively, the "Reporting
Persons").
Item 1. Security and Issuer.
This Statement relates to the common stock (the "Common Stock") of MLC
Holdings, Inc. (the "Company"). The address of the principal executive office of
the Company is 11150 Sunset Hills Road, Suite 110, Reston, VA 20190.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed jointly by 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 Hilltop 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, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
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 various
Wolfson family entities ("Wolfson") and Hilltop Offshore Limited ("Offshore"),
which are investment advisory clients of Laifer Capital Management, Inc. The
amount of funds used by the Reporting Persons to purchase Common Stock is as
follows:
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Hilltop $ 2,860,281
Wolfson $ 1,615,521
Offshore $ 603,676
Item 4. Purpose of the Transaction.
Each of the Reporting Persons acquired its or his 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 267,500 shares (5.2%) of Common
Stock.
Laifer Capital Management, Inc. is the beneficial owner of 474,000
shares (9.2%) of Common Stock. The 474,000 shares of Common Stock beneficially
owned by Laifer Capital Management, Inc. includes:
(i) 267,500 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) 206,500 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 5,150,000 shares of Common Stock
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of the Company outstanding as of December 31, 1996 as reported in the Company's
Quarterly Report on Form 10-Q for the period then ended.
(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 267,500 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
267,500 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 53,900 shares of Common Stock owned by Offshore and (ii) shares
with Wolfson the power to dispose and direct the disposition of 152,600 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 to
direct the voting of the shares of Common Stock owned by it.
(c) The transactions in the Common Stock effected by the Reporting
Persons during the past sixty days are set forth on Annex A hereto. All such
transactions were open market purchases.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Agreement of Joint Filing.
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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 5, 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 8
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Annex A
Laifer Hilltop Wolfson Offshore
Date Price Comm. # Shares # Shares # Shares # Shares
4/9/97 $11.75 $.06 5,000 2,900 1,500 600
4/14/97 11.125 0.00 11,000 6,000 3,600 1,400
4/14/97 11.0726 0.06 15,400 8,500 5,000 1,900
5/1/97 11.125 0.00 15,000 8,300 4,800 1,900
5/5/97 11.75 0.06 1,000 600 300 100
5/12/97 12.25 0.06 2,000 1,100 600 300
5/19/97 12.125 0.06 500 0 0 500
5/27/97 11.625 0.00 10,000 5,500 3,300 1,200
5/28/97 11.625 0.00 50,000 27,500 16,300 6,200
6/2/97 12.25 0.00 10,000 5,500 3,300 1,200
Page 9
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EXHIBIT A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred to
below) of a statement on Schedule 13D or any amendments thereto, with respect to
the Common Stock of MLC Holdings, Inc. and that this Agreement be included as an
Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
the 5th day of June, 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
