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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. )*
H.E.R.C. Products Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
4041651021
(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)
April 7, 1998
(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. 4041651021 Page 2 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 1,160,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,160,300
PERSON 10 SHARED DISPOSITIVE POWER
WITH 629,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,790,000
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. 4041651021 Page 3 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
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,160,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,160,300
PERSON 10 SHARED DISPOSITIVE POWER
WITH 629,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,790,000
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
CUSIP No. 4041651021 Page 4 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 888,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 888,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
888,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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
H.E.R.C. Products Incorporated
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 H.E.R.C. Products Incorporated (the "Company"). The address of the
principal executive office of the Company is 2202 W. Lone Cactus Drive #15,
Phoenix, AZ 85027-2621.
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
Page 5
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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:
Hilltop $ 291,392
Wolfson $ 206,111
Offshore $ 88,491
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 888,000 shares (9.0%)
of Common Stock.
Laifer Capital Management, Inc. is the beneficial owner of
1,790,000 shares (18.2%) of Common Stock. The 1,790,000 shares of Common Stock
beneficially owned by Laifer Capital Management, Inc. includes:
(i) 888,000 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 above; and
(ii) 902,000 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) 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.
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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 9,850,588 shares of Common Stock of the Company
outstanding as of April 21, 1998 as reported to the Reporting Persons by an
officer of the Company.
(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 888,000
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 888,000 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 272,300 shares of Common Stock owned by Offshore and (ii)
shares with Wolfson the power to dispose and direct the disposition of 629,700
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.
Except as indicated, 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: April 22, 1998 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
/s/ Lance Laifer
Lance Laifer
Page 8
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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>
1/22/98 $0.4688 -- 10,000 5,200 3,500 1,300
1/23/98 0.5625 -- 25,000 12,900 8,800 3,300
1/26/98 0.5625 -- 25,000 12,900 8,800 3,300
1/27/98 0.5625 -- 10,000 5,200 3,500 1,300
1/28/98 0.5625 -- 10,000 5,200 3,500 1,300
2/5/98 0.52 -- 20,000 10,400 7,000 2,600
2/6/98 0.50 -- 15,000 7,800 5,200 2,000
2/9/98 0.49 -- 20,000 10,400 7,000 2,600
3/12/98 0.3438 -- 20,000 10,300 7,100 2,600
3/13/98 0.3438 -- 15,000 7,700 5,300 2,000
4/7/98* 0.31 -- 1,370,000 800,000 320,000 250,000
4/14/98* 0.31 -- 250,000 0 250,000 0
</TABLE>
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* Privately negotiated purchase from the Company
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 H.E.R.C. Products Incorporated 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 22nd day of April, 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
