SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
HBANCORPORATION, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
422045104
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(CUSIP Number)
with a copy to:
Jeffrey S. Halis Eli S. Goldberg, Esq.
500 Park Avenue Lowenstein, Sandler, Kohl,
Fifth Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 378-0879 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 12, 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): 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: 0
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 0
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Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
0
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): 0.0%
14) Type of Reporting Person (See Instructions): IA, IN
<PAGE>
Item 5. Interest in Securities of the Issuer.
As of November 12, 1997, Jeffrey Halis ceased to be the beneficial owner of
more than five percent (5%) of the shares of common stock of Hbancorporation,
Inc. Based upon information set forth in Hbancorporation, Inc.'s Form 10-QSB
dated November 4, 1997, as of September 30, 1997 there were issued and
outstanding 464,060 shares of common stock of Hbancorporation, Inc. As of
November 12, 1997, Tyndall Partners, L.P. owned none of such shares, or 0.0% of
those outstanding, and Tyndall Institutional Partners, L.P. owned none of such
shares, or 0.0% of those outstanding. Jeffrey Halis possesses sole power to vote
and direct the disposition of all shares of common stock of Hbancorporation,
Inc. owned by each of Tyndall Partners, L.P. and Tyndall Institutional Partners,
L.P. The following table details the transactions by each of Tyndall Partners,
L.P. and Tyndall Institutional Partners, L.P. in shares of common stock of
Hbancorporation, Inc. during the past sixty days:
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
November 12, 1997 40,800 $16.38
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
November 12, 1997 8,200 $16.38
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.
November 21, 1997
/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. and Tyndall
Institutional Partners, L.P.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
