SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
PEOPLES FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock
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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 PC
Fifth Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 378-0879 (973) 597-2500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 17, 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(e), (f) or (g), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-7(b) 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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<PAGE>
CUSIP NO. 71103A104
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Jeffrey S. Halis
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a)___ (b) ___
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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: 69,300*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 69,300*
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Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
69,300*
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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):
5.1%*
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14) Type of Reporting Person (See Instructions): IA, IN
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*36,708 shares (2.7%) of Peoples Financial Corporation common stock ("Shares")
are owned by Tyndall Partners, L.P., a Delaware limited partnership. 12,900
Shares (1.0%) are owned by Tyndall Institutional Partners, L.P., a Delaware
limited partnership. 2,500 Shares (0.2%) 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., Tyndall Institutional 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.,
Tyndall Institutional Partners, L.P. and Madison Avenue Partners, L.P.,
respectively. In addition, 17,192 Shares (1.3%) are owned jointly by Jeffrey
Halis and his wife Nancy Halis. Jeffrey S. Halis possesses voting and investment
control over the Shares owned jointly by him and Nancy Halis. See Items 2 and 5
for additional details.
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, no par value per share (the
"Shares"), of Peoples Financial Corporation (the "Issuer"), whose principal
executive offices are located at 211 Lincoln Way East, Massillion, 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. ("Tyndall"), Tyndall Institutional Partners, L.P. ("Tyndall
Institutional") and Madison Avenue Partners, L.P. ("Madison"), 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,
Tyndall Institutional, Madison, 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 on behalf of Tyndall come directly
from the net assets of Tyndall. All funds used to purchase Shares on behalf of
Tyndall Institutional come directly from the net assets of Tyndall
Institutional. All funds used to purchase Shares on behalf of Madison come
directly from the net assets of Madison. All funds used to purchase Shares 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 is solely for investment purposes on
behalf of Tyndall, Tyndall Institutional, Madison and Jeffrey and Nancy Halis,
respectively. Jeffrey 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 the information set forth in the Issuer's Quarterly Report
on Form 10QSB for the period ending June 30, 1998, there were issued and
outstanding 1,351,685 Shares. As of December 22, 1998, Tyndall owned 36,708
Shares, or 2.7% of those outstanding, Tyndall Institutional owned 12,900 Shares,
or 1.0% of those outstanding, Madison owned 2,500 Shares, or 0.2% of those
outstanding and Jeffrey and Nancy Halis owned 17,192 Shares, or 1.3% of those
outstanding. Jeffrey Halis possesses sole power to vote and direct the
disposition of all Shares of the Issuer owned by each of Tyndall, Tyndall
Institutional and Madison. The following table details the transactions by
Tyndall and Tyndall Institutional in the Issuer's Shares during the past sixty
days (each of which were effected in ordinary brokers transactions):
A. Tyndall Partners, L.P.
Date Quantity Price Type of Transaction
12/17/98 48,874 $11.375 Open Market Sale
B. Tyndall Institutional Partners, L.P.
Date Quantity Price Type of Transaction
12/17/98 2,400 $11.375 Open Market Sale
Neither Madison nor Jeffrey and Nancy Halis traded in the Issuer's Shares in the
past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not Applicable
Item 7. Material to be filed as exhibits
Not Applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certify that the information set
forth in this statement is true, complete and correct.
December 30, 1998
/s/ Jeffrey S. Halis
Jeffrey S. 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., and Tyndall
Institutional Partners, L.P.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
