SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
(Amendment No. 2)
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) 378-0879 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 24, 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: 506,500*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 506,500*
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Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
506,500*
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): 7.5%*
14) Type of Reporting Person (See Instructions): IA, IN
* 294,900 shares (4.4%) of Echelon International Corp. common stock are owned
by Tyndall Partners, L.P., a Delaware limited partnership. 103,800 shares
(1.5%) of Echelon International Corp. common stock are owned by Tyndall
Institutional Partners, L.P., a Delaware limited partnership. 47,500 shares
(0.7%) of Echelon International Corp. common stock are owned by Madison
Avenue Partners, L.P., a Delaware limited partnership. 55,300 shares (0.8%)
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.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in Echelon International Corp.'s Form 10-Q
dated September 30, 1997, as of November 1, 1997 there were issued and
outstanding 6,784,984 shares of common stock of Echelon International Corp. As
of November 24, 1997, Tyndall Partners, L.P. owned 294,900 of such shares, or
4.4% of those outstanding, Tyndall Institutional Partners, L.P. owned 103,800 of
such shares, or 1.5% of those outstanding, Madison Avenue Partners, L.P. owned
47,500 of such shares, or 0.7% of those outstanding, Halo International, Ltd.,
owned 55,300 of such shares, or 0.8% 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., Tyndall
Institutional Partners, L.P., Madison Avenue Partners, L.P., and Halo
International, Ltd., in shares of common stock of Echelon International Corp.
since the most recent filing on Schedule 13D (each of which were effected in
ordinary brokers transactions):
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
October 16, 1997 7,000 $24.70
October 17, 1997 4,700 $24.46
October 22, 1997 2,100 $24.68
October 24, 1997 200 $24.21
October 28, 1997 3,300 $23.83
November 11, 1997 1,400 $23.58
November 18, 1997 2,200 $22.53
November 19, 1997 2,200 $22.17
November 20, 1997 4,400 $22.09
November 21, 1997 1,600 $22.01
November 25, 1997 800 $21.51
<PAGE>
(Sales)
NONE
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
October 10, 1997 2,200 $24.72
October 13, 1997 1,100 $24.70
October 14, 1997 1,200 $24.71
October 15, 1997 2,600 $24.72
(Sales)
NONE
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
October 21, 1997 400 $24.64
October 28, 1997 2,200 $23.83
November 11, 1997 1,300 $23.58
November 17, 1997 3,100 $22.64
November 18, 1997 1,800 $22.53
(Sales)
NONE
D. Halo International, Ltd.
Date Quantity Price
(Purchases)
October 28, 1997 12,000 $23.83
October 31, 1997 800 $23.58
November 3, 1997 3,400 $23.70
November 4, 1997 1,200 $23.71
November 5, 1997 400 $23.71
November 6, 1997 600 $23.71
November 10, 1997 1,800 $23.53
November 11, 1997 2,500 $23.58
November 24, 1997 3,800 $21.81
(Sales)
NONE
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.
December 3, 1997
/s/ Jeffrey S. Halis
_____________________________
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.
/s/ Jeffrey S. Halis
_____________________________
Jeffrey S. Hallis, as a member of Jemi
Management, L.L.C., the Investment
Manager for Halo International, Ltd.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
