SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
THE ENSTAR GROUP, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
29358R107
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(CUSIP Number)
with a copy to:
Jeffrey S. Halis Robert G. Minion, Esq.
500 Park Avenue Lowenstein, Sandler, Kohl,
Fifth Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 486-4794 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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March 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 l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.|_|
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-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).
<PAGE>
1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Jeffrey S. Halis ###-##-####
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
3) SEC Use Only
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
6) Citizenship or Place of Organization:
United States
Number of 7) Sole Voting Power: 282,945*
Shares Beneficially ---------------------------------------
Owned by 8) Shared Voting Power: 0
Each Reporting ---------------------------------------
Person With: 9) Sole Dispositive Power: 282,945*
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10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
282,945*
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
13) Percent of Class Represented by Amount in Row
(11): 6.0%**
14) Type of Reporting Person (See
Instructions): IN
* 26,100 of such shares are owned individually by Jeffrey S. Halis and
256,845 of such shares are owned jointly by Jeffrey S. Halis and Nancy
Lippman Halis, his wife. Jeffrey S. Halis possesses voting and investment
control over the shares of common stock of The Enstar Group, Inc. (the
"Company") owned jointly by him and his wife.
** The percentage amount set forth herein is based upon the aggregate number
of shares of common stock of the Company eligible to be issued to the
Company's former shareholders, as described in the Registration Statement
on Form 10, including Amendment No. 1 thereto, filed by the Company with
the Securities and Exchange Commission on March 20, 1997.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per share,
of The Enstar Group, Inc. (the "Company"), whose principal executive offices are
located at 172 Commerce Street, 3rd Floor, Montgomery, Alabama 36104.
Item 2. Identity and Background.
The person filing this statement is Jeffrey S. Halis, whose business
address is 500 Park Avenue, Fifth Floor, New York, New York 10022. Mr. Halis is
engaged in the investment in personal property of all kinds, including but not
limited to capital stock, depository receipts, investment companies, mutual
funds, subscriptions, warrants, bonds, notes, debentures, options and other
securities of whatever kind and nature (collectively, "Securities"). In
addition, Mr. Halis serves as a general partner of Halo Capital Partners, L.P.,
a Delaware limited partnership, which serves as the general partner of various
other limited partnerships and other entities which also are engaged in the
investment in Securities. Mr. Halis has never been convicted in any criminal
proceeding, nor has he been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
he was or is now 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. Mr.
Halis is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of common stock of the Company by
Jeffrey S. Halis and Jeffrey S. Halis jointly with his wife Nancy Lippman Halis
come from the personal assets of Jeffrey S. Halis and Nancy Lippman Halis.
Item 4. Purpose of Transaction.
Although the acquisition of the shares of common stock of the Company
referred to in Item 5 originally was solely for investment purposes only,
Jeffrey S. Halis, as the largest shareholder of the Company, has requested that
the Company nominate and recommend him for election to the board of directors of
the Company. To date, the Company has denied his request. Therefore, Mr. Halis
expects to closely monitor the activities of the board of directors and existing
management of the Company and, if he deems it appropriate, may seek to effect a
change in the composition of such board of directors and/or management. In
addition, Jeffrey S. Halis may in the future acquire additional securities of
the Company, dispose of the securities of the Company held by him (including the
securities of the Company held jointly by him and his wife) or otherwise effect
transactions in securities of the Company. Other than as set forth herein, Mr.
Halis has no present plans or intentions which relate to or would result in any
of the transactions required to be described in Item 4 of Schedule 13D. Item 5.
Interest in Securities of the Issuer. Based upon information set forth in the
Company's Registration Statement on Form 10, including Amendment No. 1 thereto,
filed by the Company with the Securities and Exchange Commission on March 20,
1997, there are 4,750,534 shares of common stock of the Company to be issued in
the distribution of common stock of the Company to its former shareholders and
such 4,750,534 shares are deemed outstanding by the Company. As of March 27,
1997, the date of such distribution, Jeffrey S. Halis (i) individually owned
26,100 of such shares and (ii) owned 256,845 of such shares jointly with his
wife, Nancy Lippman Halis. Jeffrey S. Halis possesses sole power to vote and
direct the disposition of all shares of common stock of the Company owned
individually by him and jointly by him and his wife. The only transaction by
Jeffrey S. Halis or Jeffrey S. Halis and Nancy Lippman Halis jointly in shares
of common stock of the Company during the past sixty days was the April 1, 1997
purchase by Jeffrey S. Halis in an ordinary broker transaction of 100 shares at
a purchase price of $10.50 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the shares of common stock of the Company between Jeffrey
S. Halis and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct. April 16, 1997
/s/ Jeffrey S. Halis
____________________________
Jeffrey S. Halis
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
