SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
DAMEN FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
235906104
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 13, 1996
- --------------------------------------------------------------------------------
(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 |X|. (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).
<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; 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: 192,990*
Shares Beneficially 8) Shared Voting Power: 0
Owned by
Each Reporting 9) Sole Dispositive Power: 192,990*
Person With: 10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
192,990*
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): 5.1%*
14) Type of Reporting Person (See Instructions): IA, IN
* 184,700 shares (4.9%) of Damen Financial Corporation common stock are
owned by Tyndall Partners, L.P., a Delaware limited partnership. 8,290
shares (0.2%) of Damen Financial Corporation common stock are owned
individually by Jeffrey S. Halis. Pursuant to the Agreement of Limited
Partnership of Tyndall Partners, L.P., Jeffrey S. Halis possesses sole
voting and investment control over all securities owned by Tyndall
Partners, L.P.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per share,
of Damen Financial Corporation, whose principal executive offices are
located at 200 West Higgins Road, Schaumburg, IL 60195-3788.
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 Tyndall
Partners, L.P., which is a Delaware limited partnership having its principal
executive office located at 500 Park Avenue, Fifth Floor, New York, New York
10022. Tyndall Partners, L.P. is 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 Damen 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 Damen Financial Corporation individually by Jeffrey S. Halis come
directly from his personal funds.
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 the entities and persons described
herein. 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 information provided by management of Damen Financial
Corporation, as of July 30, 1996 there were issued and outstanding 3,750,278
shares of common stock of Damen Financial Corporation. As of August 13, 1996,
Tyndall Partners, L.P. owned 184,700 of such shares, or 4.9% of those
outstanding, and Jeffrey S. Halis individually owned 8,290 of such shares, or
0.2% of those outstanding. Jeffrey Halis possesses sole power to vote and direct
the disposition of all shares of common stock of Damen Financial Corporation
owned by Tyndall Partners, L.P. and individually by him. The following table
details the transactions by each of Tyndall Partners, L.P. and Jeffrey S. Halis
individually in shares of common stock of Damen Financial Corporation during the
past sixty days:
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
June 27, 1996 4,000 $11.31
July 2, 1996 4,000 $11.31
August 6, 1996 17,500 $11.43
August 7, 1996 12,000 $11.43
August 13, 1996 6,000 $11.31
(Sales)
NONE
B. Jeffrey S. Halis
Date Quantity Price
(Purchases)
NONE
(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 Damen Financial Corporation
between Jeffrey S. Halis and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
August 30, 1996
/s/ Jeffrey S. Halis
____________________________
Jeffrey S. Halis, individually and as a
general partner of Halo Capital Partners,
L.P., the general partner of Tyndall
Partners, L.P.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
