SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DAMEN FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
235906104
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 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>
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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
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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: 106,790*
Shares Beneficially --------------------------------------------
Owned by 8) Shared Voting Power: 0
Each Reporting --------------------------------------------
Person With: 9) Sole Dispositive Power: 106,790*
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10) Shared Dispositive Power: 0
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________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
106,790*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row
(11): 3.3%*
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14) Type of Reporting Person (See
Instructions): IA, IN
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* 91,700 shares (2.8%) of Damen Financial Corporation common stock are owned
by Tyndall Partners, L.P., a Delaware limited partnership. 6,800 shares
(0.2%) of Damen Financial Corporation common stock are owned by Madison
Avenue Partners, L.P., a Delaware limited partnership. 8,290 shares (0.3%)
of Damen Financial Corporation 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 Tyndall Partners, L.P. and Madison Avenue Partners, L.P.,
respectively.
<PAGE>
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 is a Delaware limited partnership having its
principal executive office 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. 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., Tyndall Institutional Partners,
L.P. and Madison Avenue Partners, L.P. come directly from the net assets of
Tyndall Partners, L.P., Tyndall Institutional Partners, L.P. and Madison Avenue
Partners, L.P., respectively. 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 5. Interest in Securities of the Issuer.
--------------------------------------
Based upon information provided by management of Damen Financial
Corporation, as of April 7, 1997 there were issued and outstanding 3,246,720
shares of common stock of Damen Financial Corporation. As of April 7, 1997,
Tyndall Partners, L.P. owned 91,700 of such shares, or 2.8% of those
outstanding, Madison Avenue Partners, L.P. owned 6,800 of such shares, or 0.2%
of those outstanding, and Jeffrey S. Halis individually owned 8,290 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 Damen Financial
Corporation owned by Tyndall Partners, L.P., Tyndall Institutional Partners,
L.P., Madison Avenue Partners, L.P. and individually by him. 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 Damen Financial Corporation during the
past sixty days (each of which were effected in ordinary brokers transactions,
other than the April 7, 1997 sales by Tyndall Partners, L.P. and Tyndall
Institutional Partners, L.P., which were effected by the tender of shares
directly to Damen Financial Corporation):
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
February 13, 1997 3,000 $13.37
February 19, 1997 25,000 $14.37
February 20, 1997 40,000 $14.37
February 26, 1997 5,000 $14.62
April 7, 1997 31,700 $14.75
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
April 7, 1997 39,300 $14.75
<PAGE>
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
NONE
D. Jeffrey S. Halis
Date Quantity Price
(Purchases)
NONE
(Sales)
NONE
On April 7, 1997, Jeffrey S. Halis ceased to be the beneficial owner of
more than 5% of the common stock of Damen Financial Corporation.
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.
April 11, 1997
/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., 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).
