SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
PEOPLES FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock, par value $0.00 per share
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(Title of Class of Securities)
71103A104
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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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September 13, 1996
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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
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).
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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): WC, 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: 132,384*
Shares Beneficially --------------------------------------------
Owned by 8) Shared Voting Power: 0
Each Rerporting -------------------------------------------
Person With: 9) Sole Dispositive Power: 132,384*
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10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
132,384*
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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): 8.9%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 112,692 shares (7.5%) of Peoples Financial Corporation common stock are
owned by Tyndall Partners, L.P., a Delaware limited partnership. 2,500
shares (0.2%) of Peoples Financial Corporation common stock are owned by
Madison Avenue Partners, L.P., a Delaware limited partnership. Pursuant to
the Agreement of Limited Partnership of each of Tyndall Partners, L.P. and
Madison Avenue Partners, L.P., Jeffrey S. Halis possesses sole voting and
investment control over all securities owned by Tyndall Partners, L.P. and
Madison Avenue Partners, L.P., respectively. In addition, 17,192 shares
(1.2%) of Peoples Financial Corporation common stock are owned jointly by
Jeffrey Halis and his wife Nancy Halis. Jeffrey S. Halis possesses voting
and investment control over the Peoples Financial Corporation securities
owned jointly by him and Nancy Halis. See Item 5 for further information on
the computation of percentages set forth herein.
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Item 1. Security and Issuer.
This statement relates to the common stock, no par value per share,
of Peoples Financial Corporation, whose principal executive offices are
located at 211 Lincoln Way East, Massillon, OH 44646.
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. 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. Each of Tyndall Partners,
L.P., Madison Avenue Partners, L.P. and Jeffrey Halis and his wife Nancy Halis
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 Peoples Financial
Corporation 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 Peoples Financial Corporation 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 Peoples Financial Corporation
by Jeffrey S. Halis and Nancy Halis jointly come from the personal assets of
Jeffrey S. Halis and Nancy Halis.
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., Madison
Avenue Partners, L.P., and Jeffrey S. Halis and Nancy Halis respectively. 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 provided by Peoples Financial Corporation's
management in a press release dated September 13, 1996 there were issued and
outstanding 1,491,012 shares of common stock of Peoples Financial Corporation.
As of such date, Tyndall Partners, L.P. owned 112,692 of such shares, or 7.5%
of those outstanding, Madison Avenue Partners, L.P. owned 2,500 of such shares,
or 0.2% of those outstanding, and Jeffrey Halis and Nancy Halis jointly owned
17,192 of such shares, or 1.2% of those outstanding. Jeffrey Halis possesses
sole power to vote and direct the disposition of all shares of common stock of
Peoples Financial Corporation owned by each of Tyndall Partners, L.P., Madison
Avenue Partners, L.P. and jointly by Jeffrey Halis and Nancy Halis. The only
transactions by each of Tyndall Partners, L.P., Madison Avenue Partners, L.P.
and Jeffrey Halis and Nancy Halis jointly in shares of common stock of Peoples
Financial Corporation during the past sixty days were as follows (each of which
were effected in ordinary brokers transactions):
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
September 13, 1996 17,192 $10.00
September 13, 1996 95,500 $10.76
(Sales)
NONE
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B. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
September 13, 1996 2,500 $10.76
(Sales)
NONE
C. Jeffrey Halis and Nancy Halis
Date Quantity Price
(Purchases)
September 13, 1996 17,192 $10.00
(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 Peoples Financial
Corporation between Jeffrey Halis and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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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.
October 9, 1996
/s/ Jeffrey Halis
____________________________________
Jeffrey Halis, individually and as
a general partner of Halo Capital
Partners, L.P., the general partner
of each of Tyndall Partners, L.P.
and Madison Avenue Partners, L.P.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
