SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PRICE ENTERPRISES, INC.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
741444103
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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)
July 3, 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
________________________________________________________________________________
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
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Number of 7) Sole Voting Power: 1,112,900*
Shares Beneficially --------------------------------------------
Owned by 8) Shared Voting Power: 0
Each Reporting -------------------------------------------
Person With: 9) Sole Dispositive Power: 1,112,900*
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10) Shared Dispositive Power: 0
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________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,112,900*
________________________________________________________________________________
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): 4.8%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 861,200 shares (3.7%) of Price Enterprises, Inc. common stock are owned by
Tyndall Partners, L.P., a Delaware limited partnership. 194,800 shares (0.8%) of
Price Enterprises, Inc. common stock are owned by Tyndall Institutional
Partners, L.P., a Delaware limited partnership. 56,900 shares (0.2%) of Price
Enterprises, Inc. common stock are owned by Madison Avenue Partners, L.P., a
Delaware limited partnership. 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., Jeffrey S. Halis possesses sole voting and
investment control over all securities owned by Tyndall Partners, L.P., Tyndall
Institutional Partners, L.P. and Madison Avenue Partners, L.P., 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 $0.0001
per share, of Price Enterprises, Inc., whose principal executive offices are
located at 4649 Morena Boulevard, San Diego, California 92117.
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., 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. Each of Tyndall Partners, L.P., Tyndall Institutional Partners,
L.P. and Madison Avenue Partners, L.P. 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 Price Enterprises,
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
Price Enterprises, 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 Price Enterprises, Inc. on behalf of Madison Avenue
Partners, L.P. come directly from the net assets of Madison Avenue Partners,
L.P.
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 Institutional Partners, L.P. 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.
As of March 11, 1997, Jeffrey Halis ceased to be the beneficial owner of
more than five percent (5%) of the outstanding shares of common stock of Price
Enterprises, Inc.
Based upon the information set forth in Price Enterprises, Inc. Quarterly
Report on Form 10-Q for the period ended March 16, 1997, as of April 21, 1997
there were issued and outstanding 23,347,454 shares of common stock of Price
Enterprises, Inc. As of July 3, 1997, Tyndall Partners, L.P. owned 861,200 of
such shares, or 3.7% of those outstanding, Tyndall Institutional Partners, L.P.
owned 194,800 of such shares, or 0.8% of those outstanding and Madison Avenue
Partners, L.P. owned 56,900 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 Price Enterprises, Inc. owned by each of Tyndall
Partners, L.P., Tyndall Institutional Partners, L.P. and Madison Avenue
Partners, L.P. The following table details the transaction by each of Tyndall
Partners, L.P., Tyndall Institutional Partners, L.P. and Madison Avenue
Partners, L.P. in shares of common stock of Price Enterprises, Inc. during the
sixty days preceding the date of event which requires filing of this statement
(which was effected in an ordinary brokers transaction):
A. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
July 3, 1997 2,000 $21.25
(Sales)
NONE
B. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
NONE
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(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 Price Enterprises, 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.
July 17, 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.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
