SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
BHC FINANCIAL, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
05544W101
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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) 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)
January 10, 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).
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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: 317,700*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 317,700*
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Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
317,700*
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): 5.0%*
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14) Type of Reporting Person (See
Instructions): IA, IN
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* 247,300 shares (3.9%) of BHC Financial, Inc. common stock are owned by
Tyndall Partners, L.P., a Delaware limited partnership. 48,600 shares
(0.8%) of BHC Financial, Inc. common stock are owned by Tyndall
Institutional Partners, L.P., a Delaware limited partnership. 13,800 shares
(0.2%) of BHC Financial, Inc. common stock are owned by Madison Avenue
Partners, L.P., a Delaware limited partnership. 8,000 shares (0.1%) of BHC
Financial, Inc. common stock are owned individually by Jeffrey S. Halis.
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 each of Tyndall Partners, L.P.,
Tyndall Institutional Partners, L.P. and Madison Avenue Partners, L.P.,
respectively. In addition, Jeffrey S. Halis possesses sole voting and
investment control over the securities owned by him individually. 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, par value $.001
per share, of BHC Financial, Inc., whose principal executive offices are located
at One Commerce Square, 2005 Market Street, 12th Floor, Philadelphia, PA
19103-3212.
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. Each of Tyndall Partners, L.P., Tyndall Institutional Partners,
L.P. and Madison Avenue Partners, L.P. 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 BHC Financial, 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 BHC
Financial, 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 BHC Financial, 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 BHC
Financial, Inc. by Jeffrey S. Halis individually come directly from the personal
assets of Jeffrey S. Halis.
Item 4. Purpose of Transaction.
The acquisition of the shares of common stock referred to in Item 5 is for
investment purposes on behalf of the entities and persons described herein.
However, as described in BHC Financial, Inc.'s Form 10-Q dated September 27,
1996, the board of directors of BHC Financial, Inc. has formed an independent
committee of the board which has hired an investment banking firm to study
strategic alternatives for BHC Financial, Inc. Jeffrey Halis intends to meet
with management of BHC Financial, Inc. to monitor the selection and progress of
any strategic alternatives which BHC Financial, Inc. may choose to pursue.
While it is not his present intention to do so, Jeffrey Halis may acquire
additional shares of BHC Financial, Inc.'s common stock in the open market, in
privately negotiated transactions or otherwise. Alternatively, while it is not
his present intention to do so, Jeffrey Halis reserves the right to dispose of
some or all of the shares referred to in Item 5 in the open market, in privately
negotiated transactions or otherwise, depending upon the course of action that
BHC Financial, Inc. pursues, market conditions and other factors. Although the
foregoing represents the range of activities presently contemplated by Jeffrey
Halis with respect to BHC Financial, Inc.'s common stock, it should be noted
that the possible activities he may pursue are subject to change at any time.
Except as set forth above, Jeffrey Halis has no present plans or intentions
which would result in or relate to 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 set forth in BHC Financial, Inc.'s Form 10-Q dated
September 27, 1996, as of November 1, 1996 there were issued and outstanding
6,330,850 shares of common stock of BHC Financial, Inc. As of January 10, 1997,
Tyndall Partners, L.P. owned 247,300 of such shares, or 3.9% of those
outstanding, Tyndall Institutional Partners, L.P. owned 48,600 of such shares,
or 0.8% of those outstanding, Madison Avenue Partners, L.P. owned 13,800 of such
shares, or 0.2% of those outstanding, and Jeffrey S. Halis individually owned
8,000 of such shares, or 0.1% of those outstanding. Jeffrey Halis possesses sole
power to vote and direct the disposition of all shares of common stock of BHC
Financial, Inc. owned by each of Tyndall Partners, L.P., Tyndall Institutional
Partners, L.P., Madison Avenue Partners, L.P. and by Jeffrey S. Halis
individually. The following table details the transactions by each of Tyndall
Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners,
L.P. and Jeffrey S. Halis individually, in shares of common stock of BHC
Financial, Inc. during the past sixty days (each of which were effected in
ordinary brokers transactions except for the transaction on December 31, 1996):
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
November 26, 1996 6,600 $16.03
November 27, 1996 7,500 $15.94
November 29,1996 6,603 $16.06
January 10, 1997 4,500 $15.37
(Sales)
December 31, 1996 48,600 **
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
December 31, 1996 48,600 **
(Sales)
NONE
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** Represents a distribution of shares of BHC Financial, Inc. common stock
from Tyndall Partners, L.P. to certain of its limited partners and the
simultaneous contribution of such shares of BHC Financial, Inc. common stock
stock by such persons to Tyndall Institutional Partners, L.P.
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C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
November 26, 1996 3,400 $16.07
January 10, 1997 2,000 $15.42
(Sales)
NONE
D. Jeffrey S. Halis
Date Quantity Price
(Purchases)
December 16, 1996 4,000 $15.31
December 17, 1996 2,000 $15.06
December 26, 1996 2,000 $15.56
(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 BHC Financial, Inc. between
Jeffrey S. Halis and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Signature
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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.
January 23, 1997
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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.,
Tyndall Institutional 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).
