SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MORGAN FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
617339106
- --------------------------------------------------------------------------------
(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) 486-4797 Roseland, New Jersey 07068
(201) 992-8700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 26, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G 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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-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).
Cusip No. 617339106
- --------------------------------------------------------------------------------
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; PF
- --------------------------------------------------------------------------------
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: 22,398*
Shares Beneficially 8) Shared Voting Power: 0
Owned by
Each Reporting 9) Sole Dispositive Power: 22,398*
Person With: 10) Shared Dispositive Power: 0
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
22,398*
- --------------------------------------------------------------------------------
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):
2.68%*
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IA, IN
- --------------------------------------------------------------------------------
*22,398 shares (2.68%) of Morgan Financial Corp. common stock are owned
individually by Jeffrey S. Halis. Neither Tyndall Partners, L.P., a
Delaware limited partnership, nor Madison Avenue Partners, L.P., a
Delaware limited partnership, own any shares of Morgan Financial Corp.
common stock. 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 each of Tyndall Partners, L.P. and Madison Avenue
Partners, L.P., respectively. See Item 5 for further information on the
computation of percentages set forth herein.
Item 4. Purpose of Transaction.
For the purpose of the transaction see Item 6 hereof. The acquisition
of the shares of common stock referred to in Item 5 and in previous filings on
Schedule 13D is solely for investment purposes on behalf of Tyndall Partners,
L.P., Madison Avenue Partners, L.P., and Jeffrey S. Halis, respectively. 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 obtained from Morgan Financial Corp., there were
issued and outstanding 834,058 shares of Morgan Financial Corp. common stock as
of September 16, 1996.(FOOTNOTE) As of September 20, 1996, Tyndall Partners,
L.P. and Madison Avenue Partners, L.P. owned no shares of such stock and Jeffrey
S. Halis owned individually 22,398 (2.68%) of such stock and therefore ceased to
be a beneficial owner of more than 5% of such stock. The following table details
the transactions by each of Tyndall Partners, L.P., Madison Avenue Partners and
Jeffrey S. Halis in shares of common stock of Morgan Financial Corp. during the
past 60 days:
FOOTNOTE
The reporting person is aware that Morgan Financial Corp. has ceased to be
a reporting person under the Securities Exchange Act of 1934 and that the
last report filed by Morgan Financial Corp. was a 10Q for the period
ending December 31, 1995. Accordingly, the reporting person, for purposes
of this Schedule 13D amendment, has used the more current number of
outstanding shares as provided by Morgan Financial Corp.
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
September 20, 1996 51,900** $12.00
B. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
None
(Sales)
September 20, 1996 5,000** $12.00
C. Jeffrey S. Halis
Date Quantity Price
(Purchases)
None
(Sales)
None
__________________________
*See Item 6
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On September 20, 1996, in response to a proposal by Morgan Financial Corp.
(the "Issuer"), Tyndall Partners, L.P. together with Madison Avenue Partners,
L.P., sold an aggregate of 56,900 shares of the Issuer's common stock, par value
$0.01, to the Issuer at a purchase price of $12.00 per share. The sales were
made pursuant to a letter agreement dated September 4, 1996, a copy of which is
filed herewith as Exhibit 1 ("Agreement"). The Agreement also entitles Tyndall
Partners, L.P. and Madison Avenue Partners, L.P. to receive from the Issuer any
consideration in excess $12.00 paid to other shareholders of the Issuer in the
event the Issuer effects a business combination (as defined in the Agreement).
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. Letter Agreement dated September 4, 1996 among Tyndall Partners,
L.P., Madison Avenue Partners, L.P. and Morgan Financial Corp.
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.
Dated: September 26, 1996
-----------------------------------------
Jeffrey S. Halis, individually and as a
general partner of HALO/GTO 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).
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1*)
MORGAN FINANCIAL CORP.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
617339106
________________________________________________________________________________
(CUSIP Number)
with a copy to:
Jeffrey S. Halis Robert G. Minion, Esq.
500 Park Avenue Lowenstein, Sandler, Kohl,
Fifth Floor Fisher & Boylan, P.C.
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey 07068
(201) 992-8700
________________________________________________________________________________
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
July 11, 1994
________________________________________________________________________________
(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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
________________________________________________________________________________
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).
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; PF
________________________________________________________________________________
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: 36,599*
Shares Bene-
ficially 8) Shared Voting Power: 0
Owned by
Each Report- 9) Sole Dispositive Power: 36,599*
ing Person
With: 10) Shared Dispositive Power: 0
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
36,599*
________________________________________________________________________________
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): 8.6%*
________________________________________________________________________________
14) Type of Reporting Person (See Instructions): IA, IN
________________________________________________________________________________
* 22,900 shares (5.4%) of Morgan Financial Corp. common stock are owned by
Tyndall Partners, L.P., a Delaware limited partnership. 2,500 shares (0.6%)
of Morgan Financial Corp. common stock are owned by Madison Avenue
Partners, L.P., a Delaware limited partnership. 11,199 shares (2.6%) of
Morgan Financial Corp. common stock are owned individually by Jeffrey S.
Halis. 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
each of Tyndall Partners, L.P. and Madison Avenue Partners, L.P.,
respectively. See Item 5 for further information on the computation of
percentages set forth herein.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in Morgan Financial Corp.'s quarterly
report to shareholders for the quarter ended March 31, 1994, there were issued
and outstanding as of March 31, 1994 425,596 shares of common stock of Morgan
Financial Corp. As of July 11, 1994, Tyndall Partners, L.P. owned 22,900 of such
shares, or 5.4% of those outstanding, Madison Avenue Partners, L.P. owned 2,500
of such shares, or 0.6% of those outstanding and Jeffrey S. Halis owned 11,199
of such shares, or 2.6% of those outstanding. Jeffrey Halis possesses sole power
to vote and direct the disposition of all shares of common stock of Morgan
Financial Corp. owned by him and by each of Tyndall Partners, L.P. and Madison
Avenue Partners, L.P. The following table details the transactions by each of
Tyndall Partners, L.P., Madison Avenue Partners, L.P. and Jeffrey S. Halis in
shares of common stock of Morgan Financial Corp. during the past sixty days:
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
May 20, 1994 4,000 $17.00
July 11, 1994 2,400 $17.50
(Sales)
NONE
B. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
NONE
C. Jeffrey S. Halis
Date Quantity Price
(Purchases)
NONE
(Sales)
NONE
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 31, 1994
______________________________________
Jeffrey S. Halis, individually and as a
general partner of Halo/GTO 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).
HALO CAPITAL PARTNERS, L.P.
500 Park Avenue - 5th Floor
New York, NY 10022
August , 1996
Mr. Michael Berryhill
President and Chief Executive Officer
Morgan Financial Corp.
P.O. Box 10
205 West Kiawah Avenue
Fort Morgan, CO 80801
Dear Mr. Berryhill:
This letter will confirm our agreement concerning the purchase by Morgan
Financial Corp. ("Morgan") of 56,900 shares of Morgan common stock from Tyndall
Partners, L.P. ("Tyndall") and Madison Avenue Partners, L.P. ("Madison Avenue")
(Madison Avenue and Tyndall are sometimes collectively referred to herein as the
"Sellers")
We have agreed that on September 16, 1996 (the "Closing Date"), Morgan will
purchase 51,900 shares from Tyndall and 5,000 shares from Madison Avenue at a
purchase price of $12.00 per share (the "Purchase Price"). The Purchase Price
shall be paid to the Sellers absolutely net of any commissions or other costs of
transferring the securities.
On the Closing Date, the Sellers shall deliver (or cause their custodian to
deliver) to Morgan's transfer agent or other settlement agent designated for
purposes of transferring the stock certificates representing the Shares being
transferred, duly endorsed for transfer. On the Closing Date, Morgan shall remit
payment to the Sellers for the Shares by wire transfer of immediately available
funds in accordance with wire instructions which will be furnished to you prior
to the Closing Date.
In connection with this transaction, each Seller represents, warrants and
covenants as to itself as follows: (i) it is the legal and beneficial holder of
the Shares being transferred by it, (ii) such Shares shall be transferred to
Morgan free and clear of any and all liens, security interests or adverse claims
of any kind, and (iii) the sale and transfer of the Shares have been duly
authorized by all necessary partnership action and no other consent or approval
is required. The Sellers shall cause to be filed an amendment to their existing
Schedule 13D filed pursuant to Section 13(d) of the Securities and Exchange Act
of 1934, in order to reflect the transfer of the Shares.
Morgan represents, warrants and covenants to each Seller as follows: (i)
the purchase of the Shares has been approved by Morgan's board of directors and
all other corporate action required to purchase the Shares has been obtained,
(ii) Morgan is not obligated to obtain the consent of any other party to
purchase the Shares, nor will the purchase of the Shares violate Morgan's
certificate of incorporation or by-laws, any agreement with any third party to
which Morgan is a party, or the terms of any court order or decree, nor breach
any undertaking, agreement or understanding with any other shareholders of the
company, (iii) Morgan has adequate capital surplus to fund the purchase of the
Shares and such purchase will not render Morgan insolvent nor leave it with
unreasonably small capital, and (iv) there have no material developments
affecting Morgan, its results of operations or its prospects which have not been
publicly disclosed.
If Morgan shall effect a business combination (as hereinafter defined) in
which the shareholders of Morgan receive as consideration for their shares an
amount in excess of $12.00 per share, the Sellers shall be entitled to receive,
at the same time the consideration is paid to the other shareholders of Morgan,
an amount equal to the total consideration per share received by each other
shareholder in excess of $12.00. For purposes of this agreement, the term
"business combination" shall mean a merger, sale by Morgan of all or
substantially all of its assets, spin-off, recapitalization, liquidation or
other corporate transaction in which cash or other assets in excess of $12.00
per share is distributed to shareholders, excluding from such term any
repurchase of shares from one or more shareholders of Morgan at a price in
excess of $12.00 per share. Consideration shall mean the total consideration
received by shareholders, including noncash consideration. In such event, the
payment to the sellers shall be based upon the fair market value of the noncash
consideration. If the noncash consideration consists of common or preferred
stock, options, warrants or rights for which a public trading market existed
prior to the consummation of the transaction, then the value of such security
shall be determined by the closing or last sale price thereof on the date of the
consummation of the transaction. If no public market exists, such security shall
be valued as mutually agreed upon in good faith by the Sellers and Morgan. The
Sellers shall be entitled to receive the additional consideration hereunder with
respect to any transaction consummated, or with respect to which a definitive
agreement is executed or a public announcement is made within two years of the
Closing Date.
Kindly confirm that this letter agreement correctly sets forth our
understanding with respect to the transfer of the Shares by executing the
enclosed counterpart of this letter and returning it to me at your earliest
opportunity.
Very truly yours,
JEFFREY HALIS
General Partner of Halo
Capital Partners, L.P.,
the General Partner of Tyndall
Partners, L.P. and Madison Avenue
Partners, L.P.
JH:rc
Enclosure
Accepted and Agreed:
Morgan Financial Corp.
By: /s/______________________
Date: _______________________
