SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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) 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)
July 22, 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
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: 1,174,000*
Shares Beneficially -------------------------------------
Owned by 8) Shared Voting Power: 0
Each Reporting -------------------------------------
Person With: 9) Sole Dispositive Power: 1,174,000*
-------------------------------------
10) Shared Dispositive Power: 0
--------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,174,000*
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): 5.0%*
14) Type of Reporting Person (See Instructions): IA, IN
* 836,200 shares (3.6%) of Price Enterprises, Inc. common stock are owned by
Tyndall Partners, L.P., a Delaware limited partnership. 280,900 shares
(1.2%) 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 5. Interest in Securities of the Issuer.
Based upon the information set forth in Price Enterprises, Inc. Quarterly
Report on Form 10-Q for the period ended June 8, 1997, as of July 14, 1997 there
were issued and outstanding 23,405,529 shares of common stock of Price
Enterprises, Inc. As of July 22, 1997, Tyndall Partners, L.P. owned 836,200 of
such shares, or 3.6% of those outstanding, Tyndall Institutional Partners, L.P.
owned 280,900 of such shares, or 1.2% 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 transactions 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. since July
17, 1997, the date on which the most recent filing on Schedule 13-D was
completed (all of which were effected in ordinary brokers transactions):
A. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
July 9, 1997 5,000 $22.25
July 15, 1997 54,000 $22.25
July 21, 1997 7,100 $22.31
July 22, 1997 2,500 $22.31
July 22, 1997 12,500 $22.00
July 22, 1997 5,000 $22.13
(Sales)
NONE
<PAGE>
B. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
July 7, 1997 25,000 $22.37
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
NONE
<PAGE>
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.
August 13, 1997
/S/ Jeffrey S. Halis
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.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
