SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE ENSTAR GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.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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April 25, 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>
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of
Above Persons):
Jeffrey S. Halis ###-##-####
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization:
United States
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Number of 7) Sole Voting Power: 277,645*
Shares Beneficially 8) Shared Voting Power: 0
Owned by
Each Reporting 9) Sole Dispositive Power: 277,645*
Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
277,645*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row
(11): 5.8%**
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14) Type of Reporting Person (See
Instructions): IN
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* 18,100 of such shares are owned individually by Jeffrey S. Halis and
259,545 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 4. Purpose of Transaction.
On April 25, 1997, Jeffrey S. Halis was elected as a member of the board of
directors of the Company. The acquisition of the shares of common stock of the
Company referred to in Item 5 is for investment purposes only and Jeffrey S.
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 April 25, 1997, Jeffrey S. Halis (i) owned
18,100* of such shares individually and (ii) owned 259,545 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 since the filing of the
Schedule 13D by Jeffrey S. Halis as of March 27, 1997 was the April 17, 1997
purchase jointly by Jeffrey S. Halis and Nancy Lippman Halis in an ordinary
broker transaction of 2,700 shares at a purchase price of $8.63 per share.
* There has been no change in the number of shares owned individually by
Jeffrey S. Halis since the filing of the Schedule 13D by him as of March 27,
1997. The reference to 26,100 shares being owned individually by Jeffrey S.
Halis in such Schedule 13D was incorrect and should have been the 18,100 shares
set forth herein.
<PAGE>
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
May 2, 1997
/s/JEFFREY S. HALIS
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Jeffrey S. Halis
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
