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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. 5)*
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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 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
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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 444,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 444,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
444,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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
CUSIP No. 8639051 Page 3 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 567,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 567,800
PERSON 10 SHARED DISPOSITIVE POWER
WITH 302,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
870,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
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
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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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 567,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 567,800
PERSON 10 SHARED DISPOSITIVE POWER
WITH 302,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
870,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
14 TYPE OF REPORTING PERSON*
IN
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*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. 5
Styling Technology Corporation
This Amendment No. 5 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, Amendment No. 2 to the Schedule 13D
relating to the event date of May 16, 1997, Amendment No. 3 to the Schedule 13D
relating to the event date of May 27, 1997 and Amendment No. 4 to the Schedule
13D relating to the event date of October 30, 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 2390 East Camelback Road, Suite 435,
Phoenix, AZ 85016. 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 444,000 shares
(11.2%) of Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of
870,400 shares (22.0%) of Common Stock. The 870,400 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. includes:
(i) 444,000 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) 426,400 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
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of the Company outstanding as of November 14, 1997 as reported by the Company in
the Company's Quarterly Report on Form 10-Q for the period ended September 30,
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 444,000
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 444,000 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 123,800 shares of Common Stock owned by Offshore and (ii)
shares with Wolfson the power to dispose and direct the disposition of 302,600
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 302,600 shares of Common Stock owned by it.
(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. 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: January 7, 1998 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
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<TABLE>
<CAPTION>
Annex A
Laifer Hilltop Wolfson Offshore
Date Price Comm. # Shares # Shares # Shares # Shares
<S> <C> <C> <C> <C> <C> <C>
11/12/97 $15.125 $.06 500 500 0 0
11/24/97 15.25 .06 100 0 100 0
11/25/97 15.375 .06 500 0 500 0
12/3/97 15.25 -- 15,000 8,200 5,000 1,800
12/8/97 15.75 .06 2,500 600 1,900 0
12/12/97 15.75 .06 500 0 500 0
12/17/97 15.50 .06 500 0 500 0
12/18/97 15.5625 .06 500 0 500 0
12/18/97 15.375 .06 10,000 0 10,000 0
12/23/97 15.375 .06 1,000 0 1,000 0
12/24/97 15.375 .06 500 0 500 0
12/29/97 15.375 .06 1,000 0 1,000 0
12/31/97 15.375 -- 25,000 6,000 19,000 0
</TABLE>
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