SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
LIBERTY BANCORP, INC.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
529905101
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(CUSIP Number)
with a copy to:
Jeffrey S. Halis Eli S. Goldberg, Esq.
500 Park Avenue Lowenstein Sandler PC
Fifth Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 378-0879 (973) 992-8700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 14, 1998
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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): WC
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: 205,000*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 205,000*
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Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
205,000*
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): 5.3%*
14) Type of Reporting Person (See Instructions): IA
* 106,800 shares (2.7%) of Liberty Bancorp, Inc. common stock are owned by
Tyndall Partners, L.P., a Delaware limited partnership. 42,500 shares
(1.1%) of Liberty Bancorp, Inc. common stock are owned by Tyndall
Institutional Partners, L.P., a Delaware limited partnership. 13,900 shares
(0.4%) of Liberty Bancorp, Inc. common stock are owned by Madison Avenue
Partners, L.P., a Delaware limited partnership. 41,800 shares (1.1%) of
Liberty Bancorp, Inc. common stock are owned by Halo International, Ltd.,
a company organized under the laws of the Cayman Islands. Pursuant to the
Agreement of Limited Partnership of each of Tyndall Partners, L.P., Tyndall
Institutional Partners, L.P., and Madison Avenue Partners, L.P. and the
Investment Management Agreement of Halo International, Ltd., Jeffrey S.
Halis possesses sole voting and investment control over all securities
owned by each of Tyndall Partners, L.P., Tyndall Institutional Partners,
L.P., Madison Avenue Partners, L.P., and Halo International, Ltd.,
respectively. See Item 5 for further information on the computation of
percentages set forth herein.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $1.00 per share,
of Liberty Bancorp, Inc., whose principal executive offices are located at 1410
St. George's Avenue, Avenel, New Jersey 07001.
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
serves as a general partner of Halo Capital Partners, L.P., a Delaware limited
partnership ("Halo"). Halo serves as the sole general partner of each of Tyndall
Partners, L.P., Tyndall Institutional Partners, L.P., and Madison Avenue
Partners, L.P., each of which are Delaware limited partnerships having their
principal executive offices located at 500 Park Avenue, Fifth Floor, New York,
New York 10022. In addition, Mr. Halis serves as a member of Jemi Management,
L.L.C., a New York limited liability company, which serves as the Investment
Manager for Halo International, Ltd., a company organized under the laws of the
Cayman Islands, having its principal executive offices located at Butterfield
Fund Managers (Guernsy) Limited, Post Office Box 211, Butterfield House, The
Grange, St. Peter Port, Guernsey, Channel Islands, GY1 3NQ. Each of Tyndall
Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners,
L.P., and Halo International, Ltd., are 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.
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 Liberty Bancorp,
Inc. on behalf of Tyndall Partners, L.P. come directly from the net assets of
Tyndall Partners, L.P. All funds used to purchase shares of common stock of
Liberty Bancorp, Inc. on behalf of Tyndall Institutional Partners, L.P. come
directly from the net assets of Tyndall Institutional Partners, L.P. All funds
used to purchase shares of common stock of Liberty Bancorp, Inc. on behalf of
Madison Avenue Partners, L.P. come directly from the net assets of Madison
Avenue Partners, L.P. All funds used to purchase shares of common stock of
Liberty Bancorp, Inc. on behalf of Halo International, Ltd. come directly from
the net assets of Halo International, Ltd.
Item 4. Purpose of Transaction.
The acquisition of the shares of common stock referred to in Item 5 is
solely for investment purposes on behalf of Tyndall Partners, L.P., Tyndall
Institutional Partners, L.P., Madison Avenue Partners, L.P. and Halo
International, Ltd., respectively. Mr. Halis has no 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 the May 13, 1998 Prospectus of Liberty Bancorp, Inc. as of
May 13, 1998 there were issued and outstanding 3,901,374 shares of common stock
of Liberty Bancorp, Inc. As of July 14, 1998, Tyndall Partners, L.P. owned
106,800 of such shares, or 2.7% of those outstanding, Tyndall Institutional
Partners, L.P. owned 42,500 of such shares, or 1.1% of those outstanding,
Madison Avenue Partners, L.P. owned 13,900 of such shares, or 0.4% of those
outstanding, and Halo International, Ltd., owned 41,800 of such shares, or 1.1%
of those outstanding. Jeffrey Halis possesses sole power to vote and direct the
disposition of all shares of common stock of Liberty Bancorp, Inc. owned by each
of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue
Partners, L.P., and Halo International, Ltd. The following table details the
transactions by each of Tyndall Partners, L.P., Tyndall Institutional Partners,
L.P., Madison Avenue Partners, L.P., and Halo International, Ltd., in shares of
common stock of Liberty Bancorp, Inc. during the sixty days preceding the date
of event which requires filing of this statement (each of which were effected in
ordinary brokers transactions):
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A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
July 1, 1998 58,000 $11.61
July 2, 1998 25,200 $11.56
July 6, 1998 18,400 $11.61
July 7, 1998 5,200 $11.62
(Sales)
NONE
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
July 1, 1998 14,600 $11.61
July 1, 1998 3,500 $11.62
July 2, 1998 6,600 $11.56
July 6, 1998 6,600 $11.61
July 6, 1998 5,000 $11.56
July 7, 1998 1,800 $11.62
July 14, 1998 4,400 $11.62
(Sales)
NONE
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
July 1, 1998 7,400 $11.61
July 6, 1998 5,000 $11.56
July 14, 1998 1,500 $11.62
(Sales)
NONE
<PAGE>
D. Halo International, Ltd.
Date Quantity Price
(Purchases)
July 1, 1998 11,500 $11.62
July 1, 1998 12,000 $11.55
July 2, 1998 8,200 $11.56
July 6, 1998 5,000 $11.56
July 7, 1998 1,000 $11.62
July 14, 1998 4,100 $11.62
(Sales)
NONE
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 Liberty Bancorp, Inc.
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.
July 23, 1998
/s/ Jeffrey S. Halis
Jeffrey S. Halis, as a general
partner of Halo Capital
Partners, L.P., the general
partner of each of Tyndall
Partners, L.P., Tyndall
Institutional Partners, L.P.,
and Madison Avenue Partners,
L.P.
/s/ Jeffrey S. Halis
Jeffrey S. Halis, as a member
of Jemi Management, L.L.C.,
the Investment Manager for
Halo International, Ltd.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
