-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UjJ8VTFEL3xG88wQnhCSFGoNix+rZSQQznwXm6ofrRBmBnSG3VqKqUO9NIT0Ty/B QqBdmC45DYwrbLJ7prU9Fw== 0000889812-96-001128.txt : 19960820 0000889812-96-001128.hdr.sgml : 19960820 ACCESSION NUMBER: 0000889812-96-001128 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960819 SROS: NASD GROUP MEMBERS: HILLTOP PARTNERS, L.P. GROUP MEMBERS: LAIFER CAPITAL MANAGMENT INC GROUP MEMBERS: LANCE LAIFER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONCEPTS DIRECT INC CENTRAL INDEX KEY: 0000891035 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 521781893 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43550 FILM NUMBER: 96617412 BUSINESS ADDRESS: STREET 1: 1351 S SUNSET ST CITY: LONGMONT STATE: CO ZIP: 80501 BUSINESS PHONE: 3037729171 MAIL ADDRESS: STREET 1: 1351 SOUTH SUNSET ST CITY: LONGMONT STATE: CO ZIP: 80501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAIFER CAPITAL MANAGMENT INC CENTRAL INDEX KEY: 0000901103 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 114 WEST 47TH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-921-4139 MAIL ADDRESS: STREET 1: 114 WEST 47TH STREET 26TH FLOOR STREET 2: 114 WEST 47TH STREET 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: LAIFER INC DATE OF NAME CHANGE: 19930419 SC 13D/A 1 STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Concepts Direct, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 206013104 (CUSIP Number) Mr. Lance Laifer Gerald Adler Laifer Capital Management, Inc. Shereff, Friedman, Hoffman & Hilltop Partners, L.P. 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) August 14, 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). SCHEDULE 13D CUSIP No. 206013104 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 SHARES 7. SOLE VOTING POWER 189,000 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 9. SOLE DISPOSITIVE POWER 189,000 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 189,000 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* 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 SCHEDULE 13D CUSIP No. 206013104 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 SHARES 7. SOLE VOTING POWER 251,400 BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 225,100 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 128,900 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 354,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 16.7% 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 SCHEDULE 13D CUSIP No. 206013104 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 USA NUMBER OF SHARES 7. SOLE VOTING POWER 251,400 BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 225,100 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 128,900 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 354,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 16.7% 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 SCHEDULE 13D AMENDMENT NO. 6 CONCEPTS DIRECT, INC. This Amendment No. 6 to the Statement on Schedule 13D (as defined below) amends and supplements the Statement on Schedule 13D relating to the event date of August 4, 1994 (the "Schedule 13D") filed by Hilltop Partners, L.P., Laifer Inc. (Laifer Inc. has subsequently changed its name to Laifer Capital Management, Inc.) and Lance Laifer (the "Reporting Persons"), Amendment No. 1 to the Schedule 13D relating to the event date of December 30, 1994, Amendment No. 2 to the Schedule 13D relating to the event date of March 23, 1995, Amendment No. 3 to the Schedule 13D relating to the event date of May 9, 1995, Amendment No. 4 to the Schedule 13D relating to the event date of October 25, 1995 and Amendment No. 5 to the Schedule 13D relating to the event date of March 12, 1996 each relating to the common stock, par value $.10 per share (the "Common Stock"), of Concepts Direct, Inc. (the "Issuer"). The above-referenced Statement on Schedule 13D, Amendment No. 1 to the Schedule 13D, Amendment No. 2 to the Schedule 13D, Amendment No. 3 to the Schedule 13D, Amendment No. 4 to the Schedule 13D and Amendment No. 5 to the Schedule 13D are collectively referred to herein as the "Schedule 13D." Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Schedule 13D. The original Schedule 13D is filed herewith as Annex B persuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, as amended. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: (a) Hilltop is the beneficial owner of 189,000 shares (8.9%) of the Common Stock. Laifer Capital Management, Inc. is the beneficial owner of 354,000 shares (16.7%) of Common Stock. The 354,000 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. include: (i) 189,000 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. in its capacity as General Partner of and Investment Advisor to Hilltop, which shares have been described in the previous paragraph; and (ii) 165,000 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. in its capacity as Investment Advisor to (A) various Wolfson family entities ("Wolfson"), One State Street Plaza, New York 10004-1505, (B) Haussman Holdings, N.V. ("Haussman"), De Ruyterkade, 62, P.O. Box 819, Curaco, Netherlands Antilles and (C) Hilltop Offshore Limited ("Offshore"), a Cayman Islands company, c/o Consolidated Fund Management Limited, P.O. Box HM 2257, Par La Ville Place, Par La Ville Road, Hamilton HMJX, Bermuda (Wolfson, Haussman and Offshore are collectively referred to herein as the "Clients"). Lance Laifer, as sole Director and principal stockholder of Laifer Capital Management, Inc. is the beneficial owner of the 354,000 shares of Common Stock beneficially owned by Laifer Capital Management, Inc. as described above. The number of shares beneficially owned by each of the Reporting Persons and the percentage of outstanding shares presented thereby, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership of the Reporting Persons is based on 2,120,108 outstanding shares of Common Stock on July 15, 1996 as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 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 189,000 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 Hilltop's General Partner. 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 189,000 shares of Common Stock beneficially owned by it in its capacity as the General Partner of Hilltop. Laifer Capital Management, Inc. (i) has the sole power to vote and direct the voting of 62,400 shares owned by Haussman and Offshore (ii) has sole power to dispose and direct the disposition of 36,100 shares owned by Offshore and (iii) shares with certain of the Clients the power to dispose and direct the disposition of the 128,900 shares of Common Stock owned by Laifer Capital Management, Inc. in its capacity as Investment Advisor to such Clients. Wolfson retains the sole power to vote and direct the voting of the shares of Common Stock owned by it. (c) Each of the Reporting Persons purchased shares of Common Stock of the Issuer during the past sixty days. All such shares were purchased on the open market. Additional information concerning said transactions is contained on Annex A hereto. (d) Not applicable. (e) Not applicable. Signature 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: August 16, 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 /s/ Lance Laifer ------------------------------------ LANCE LAIFER Annex A Laifer Hilltop Wolfson Offshore Haussman Date Price Comm. # Shares # Shares # Shares # Shares # Shares 6/21/96 19.125 NET 3,000 1,700 700 400 200 6/27/96 19.25 NET 7,000 4,000 1,500 900 600 7/26/96 16.625 $0.05 1,300 700 300 200 100 8/5/96 17.25 $0.05 1,100 600 300 100 100 8/13/96 16.00 NET 10,000 1,900 4,500 2,600 1,000 Annex B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* Concepts Direct, Inc. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 206013104 (CUSIP Number) Mr. Lance Laifer Gerald Adler Laifer, Inc. Shereff, Friedman, Hoffman Hilltop Partners, L.P. & Goodman, LLP 114 West 47th 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) August 4, 1994 (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: [X]. Check the following box if a fee is being paid with this statement: [X]. (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). SCHEDULE 13D CUSIP No. 206013104 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 53,650 BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 53,650 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,650 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% 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 SCHEDULE 13D CUSIP No. 206013104 Page 3 of Pages -------------------- ----- ----- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Laifer, 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 62,150 BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH 9 SOLE DISPOSITIVE POWER 57,750 10 SHARED DISPOSITIVE POWER 34,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,350 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% 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 SCHEDULE 13D CUSIP No. 206013104 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 62,150 BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING 0 PERSON WITH 9 SOLE DISPOSITIVE POWER 57,750 10 SHARED DISPOSITIVE POWER 34,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,350 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% 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 SCHEDULE 13D Item 1. Security and Issuer Securities acquired: Common Stock, $.10 par value, per share Issuer: Concepts Direct, Inc. ("Issuer") 1351 South Sunset Street Longmont, Colorado 80501 (303) 772-9171 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 Inc., a Delaware corporation, and Lance Laifer, the President, sole Director and principal stockholder of Laifer Inc. (b), (c) and (f) The address of Hilltop is 114 West 47th Street, 26th Floor, New York, NY 10036. Hilltop is a Delaware limited partnership. Its principal business is investments. The address of the principal office of Laifer Inc. is 114 West 47th Street, 26th Floor, New York, NY 10036. Laifer 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 Inc., 114 West 47th Street, 26th Floor, New York, NY 10036. Mr. Laifer is a United States citizen. See Item 5 for information regarding ownership of Common Stock. (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. Item 3. Source and Amount of Funds The source of the funds used by Hilltop Partners, L.P. to purchase the securities of the Issuer was working capital. The source of the funds used by Laifer Inc. to purchase the securities of the Issuer was (i) the working capital of Hilltop Partners, L.P. and (ii) the working capital or other funds of its various investment advisory clients listed in the transaction records attached hereto as Exhibit B. The amount of funds used by the Reporting Persons to purchase the Common Stock of the Issuer is as follows: Hilltop $122,625.00 Wolfson $ 63,436.00 Haussman $ 10,237.00 Offshore $ 15,112.00 Item 4. Purpose of the Transaction Each of the Reporting Persons acquired its respective shares of Common Stock of the Issuer for investment purposes. Each of the Reporting Persons may acquire or dispose of securities of the Issuer, 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 Issuer 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 the Issuer (a) Hilltop is the beneficial owner of 53,650 shares (5.1%) of the Common Stock of the Issuer. Laifer Inc. is the beneficial owner of 92,350 shares (8.8%) of Common Stock of the Issuer. The 92,350 shares of Common Stock of the Issuer beneficially owned by Laifer Inc. include: (i) 53,650 shares of Common Stock of the Issuer beneficially owned by Laifer Inc. in its capacity as General Partner of and Investment Advisor to Hilltop, which shares have been described in the previous paragraph; and (ii) 38,700 shares of Common Stock of the Issuer beneficially owned by Laifer Inc. in its capacity as Investment Advisor to (A) various Wolfson family entities ("Wolfson"), one State Street Plaza, New York 10004-1505, (B) Haussman Holdings, N.V. ("Haussman"), De Ruyterkade, 62, P.O. Box 819, Curaco, Netherlands Antilles and (C) Hilltop Offshore Limited ("Offshore"), a Cayman Islands company, c/o Consolidated Fund Management Limited, P.O. Box HM 2257, Par La Ville Place, Par La Ville Road, Hamilton HMJX, Bermuda (Wolfson, Haussman and Offshore are collectively referred to herein as the "Clients"). Lance Laifer, as sole Director and principal stockholder of Laifer Inc. is the beneficial owner of the 92,350 shares of Common Stock beneficially owned by Laifer Inc. as described above. The number of shares beneficially owned by each of the Reporting Persons and the percentage of outstanding shares presented thereby, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership of the Reporting Persons is based on 1,055,387 outstanding shares of Common Stock of the Issuer on August 10, 1994. (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 53,650 shares of Common Stock of the Issuer beneficially owned by it. Hilltop's power to vote and dispose of its shares rests with Laifer Inc., in its capacity as Hilltop's General Partner. Laifer Inc. has the sole power (i) to vote and to direct the voting of and (ii) to dispose and direct the disposition of the 53,650 shares of Common Stock of the Issuer beneficially owned by it in its capacity as the General Partner of Hilltop. Laifer Inc. (i) has the sole power to vote and direct the voting of 8,500 shares owned by Haussman and Offshore, (ii) has sole power to dispose and direct the disposition of 4,100 shares owned by Offshore and (iii) shares with certain of the Clients the power to dispose and direct the disposition of the 34,600 shares of Common Stock owned by Laifer Inc. in its capacity as Investment Advisor to such Clients. (c) Each of the Reporting Persons purchased shares of Common Stock of the Issuer on June 21, 1994, June 30, 1994 and August 4, 1994. The purchase price per share of the Common Stock was $4.38 on June 21, 1994, $4.50 on June 30, 1994 and $4.00 on August 4, 1994. All such shares were purchased on the open market. Additional information concerning said transactions is contained in Exhibit B. (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. Exhibit B. Purchase Records. Signature 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: August 15, 1994 HILLTOP PARTNERS, L.P. By: LAIFER INC., as General Partner By: /s/ Lance Laifer --------------------------------- Lance Laifer, President LAIFER INC. By: /s/ Lance Laifer --------------------------------- Lance Laifer, President /s/ Lance Laifer -------------------------------------- LANCE LAIFER 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, $.10 par value, of Concepts Direct, 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 on the 15 day of August, 1994. HILLTOP PARTNERS, L.P. By: LAIFER INC., as General Partner By: /s/ Lance Laifer --------------------------------- Lance Laifer, President LAIFER INC. By: /s/ Lance Laifer --------------------------------- Lance Laifer, President /s/ Lance Laifer -------------------------------------- LANCE LAIFER -----END PRIVACY-ENHANCED MESSAGE-----