SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PRIMEX TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
741597108
- --------------------------------------------------------------------------------
(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
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 7, 1997
- --------------------------------------------------------------------------------
(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 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).
<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: 425,824*
----------------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
----------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 425,824*
----------------------------------------------
Person With: 10) Shared Dispositive Power: 0
----------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
425,824*
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): 8.2%*
14) Type of Reporting Person (See Instructions): IA
* 309,024 shares (5.9%) of Primex Technologies, Inc. common stock are owned
by Tyndall Partners, L.P., a Delaware limited partnership. 62,150 shares
(1.2%) of Primex Technologies, Inc. common stock are owned by Tyndall
Institutional Partners, L.P., a Delaware limited partnership. 39,770 shares
(0.8%) of Primex Technologies, Inc. common stock are owned by Madison
Avenue Partners, L.P., a Delaware limited partnership. 14,880 shares (0.3%)
of Primex Technologies, Inc. common stock are owned by Halo International,
Ltd., a company organized under the laws of the Cayman Islands. 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. and
the Investment Management Agreement of Halo International, Ltd., 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., Madison Avenue Partners, L.P., and Halo International, Ltd.,
respectively. See Item 5 for further information on the computation of
percentages set forth herein.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $1.00 per share,
of Primex Technologies, Inc., whose principal executive offices are located at
10101 Ninth Street North, St. Petersburg, Florida 33716-3807.
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. In addition, Halo serves as the investment manager for Halo
International, Ltd., a company organized under the laws of the Cayman Islands
having its principal executive offices located at Butterfield Fund Managers
(Guernsy) Limited, Post Office Box 211, Butterfield House, The Grange, St. Peter
Port, Guernsey, Channel Islands, GY1 3NQ. Each of Tyndall Partners, L.P.,
Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P., and Halo
International, Ltd., 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 Primex
Technologies, 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 Primex Technologies, 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 Primex Technologies, 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 Primex Technologies, Inc. on behalf of Halo International, Ltd. come directly
from the net assets of Halo International, Ltd.
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 Tyndall Partners, L.P., Tyndall
Institutional Partners, L.P., Madison Avenue Partners, L.P. and Halo
International, Ltd., respectively. Mr. Halis has no 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 from Primex Technologies, Inc.'s management as
of January 31, 1997 there were issued and outstanding 5,222,572 shares of common
stock of Primex Technologies, Inc. As of February 7, 1997, Tyndall Partners,
L.P. owned 309,024 of such shares, or 5.9% of those outstanding, Tyndall
Institutional Partners, L.P. owned 62,150 of such shares, or 1.2% of those
outstanding, Madison Avenue Partners, L.P. owned 39,770 of such shares, or 0.8%
of those outstanding, and Halo International, Ltd. owned 14,880 of such shares,
or 0.3% of those outstanding. Jeffrey Halis possesses sole power to vote and
direct the disposition of all shares of common stock of Primex Technologies,
Inc. owned by each of Tyndall Partners, L.P., Tyndall Institutional Partners,
L.P., Madison Avenue Partners, L.P. and Halo International, Ltd. The following
table details the transactions by each of Tyndall Partners, L.P., Tyndall
Institutional Partners, L.P., and Halo International, Ltd., in shares of common
stock of Primex Technologies, Inc. since the most recent filing on Schedule 13D
(each of which were effected in ordinary brokers transactions):
<PAGE>
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
February 6, 1997 34,000 $19.94
February 7, 1997 61,030 $19.87
(Sales)
NONE
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
February 6, 1997 6,850 $19.94
February 7, 1997 10,000 $19.88
(Sales)
NONE
C. Halo International, Ltd.
Date Quantity Price
(Purchases)
February 4, 1997 2,000 $19.50
February 5, 1997 7,880 $20.00
February 7, 1997 5,000 $19.88
(Sales)
NONE
<PAGE>
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 Primex Technologies, Inc.
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.
February 18, 1997
------------------------------------
Jeffrey S. Halis, 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.,
and the investment manager for Halo
International, Ltd.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
