SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
ECHELON INTERNATIONAL, CORP.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
278747100
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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)
May 7, 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, 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: 365,200*
Shares Beneficially --------------------------------
Owned by 8) Shared Voting Power: 0
Each Reporting --------------------------------
Person With:
9) Sole Dispositive Power: 365,200*
--------------------------------
10) Shared Dispositive Power: 0
--------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
365,200*
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): 5.4%*
14) Type of Reporting Person (See
Instructions): IA, IN
* 239,300 shares (3.5%) of Echelon International, Corp. common stock are
owned by Tyndall Partners, L.P., a Delaware limited partnership. 58,300
shares (0.9%) of Echelon International, Corp. common stock are owned by
Tyndall Institutional Partners, L.P., a Delaware limited partnership.
34,200 shares (0.5%) of Echelon International, Corp. common stock are owned
by Madison Avenue Partners, L.P., a Delaware limited partnership. 28,400
shares (0.4%) of Echelon International, Corp. 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. In addition, 5,000 shares (0.1%) of
Echelon International, Corp. common stock are owned individually by Jeffrey
S. Halis. Jeffrey S. Halis possesses sole voting and investment control
over the Echelon International, Corp. securities owned individually by him.
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 $0.01 per share,
of Echelon International, Corp., whose principal executive offices are located
at One Progress Plaza, Suite 2600, St. Petersburg, FL 33701.
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., Halo
International, Ltd., and Jeffrey S. Halis 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 Echelon
International, Corp. 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 Echelon International, Corp. 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 Echelon
International, Corp. 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 Echelon International, Corp. on behalf of Halo
International, Ltd. come directly from the net assets of Halo International,
Ltd. All funds used to purchase shares of common stock of Echelon International,
Corp. on behalf of 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
solely for investment purposes on behalf of Tyndall Partners, L.P., Tyndall
Institutional Partners, L.P., Madison Avenue Partners, L.P., Halo International,
Ltd., and Jeffrey S. Halis, 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 the December 31, 1996 Annual Report of Echelon
International, Corp. as of March 24, 1997 there were issued and outstanding
6,763,605 shares of common stock of Echelon International, Corp. As of May 7,
1997, Tyndall Partners, L.P. owned 239,300 of such shares, or 3.5% of those
outstanding, Tyndall Institutional Partners, L.P. owned 58,300 of such shares,
or 0.9% of those outstanding, Madison Avenue Partners, L.P. owned 34,200 of such
shares, or 0.5% of those outstanding, Halo International, Ltd., owned 28,400 of
such shares, or 0.4% of those outstanding, and Jeffrey S. Halis, individually,
owned 5,000 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
Echelon International, Corp. owned by each of Tyndall Partners, L.P., Tyndall
Institutional Partners, L.P., Madison Avenue Partners, L.P., and Halo
International, Ltd., and individually by Jeffrey S. Halis. 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 Echelon
International, Corp. during the sixty days preceding the date of event which
requires filing of this statement (each of which were effected in ordinary
brokers transactions):
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
March 12, 1997 1,700 $18.00
March 19, 1997 1,700 $18.54
April 16, 1997 24,100 $18.53
April 17, 1997 4,100 $18.52
April 18, 1997 200 $18.54
May 1, 1997 300 $18.91
May 7, 1997 21,700 $19.11
(Sales)
NONE
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
March 13, 1997 10,000 $18.00
March 20, 1997 1,000 $18.54
May 6, 1997 2,700 $19.16
May 7, 1997 18,300 $19.11
(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 Echelon International, Corp.
between Jeffrey S. Halis and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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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.
May 21, 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., 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).
