SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
FIDELITY FINANCIAL OF OHIO, INC.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
31614P107
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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
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 1996
________________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G 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 13d-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).
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1) Names of Reporting Persons (S.S. or I.R.S. Identification
Nos. of Above Persons):
Jeffrey S. Halis ###-##-####
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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: 266,250*
Shares Beneficially 8) Shared Voting Power: 0
Owned by
Each Reporting 9) Sole Dispositive Power: 266,250*
Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
266,250*
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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):
4.8%*
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14) Type of Reporting Person (See Instructions):
IA, IN
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* 180,263 shares (3.2%) of Fidelity Financial of Ohio, Inc. common stock are
owned by Tyndall Partners, L.P., a Delaware limited partnership. 25,987
shares (0.5%) of Fidelity Financial of Ohio, Inc. common stock are owned by
Madison Avenue Partners, L.P., a Delaware limited partnership. 60,000
shares (1.1%) of Fidelity Financial of Ohio, Inc. common stock are owned in
the aggregate by Jeffrey S. Halis, members of his immediate family and
trusts for the benefit of members of his immediate family. 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 each of Tyndall Partners,
L.P. and Madison Avenue Partners, L.P., respectively. In addition, Jeffrey
S. Halis possesses sole voting and investment control over the securities
owed by him, members of his immediate family and trusts for their benefit.
See Item 5 for further information on the computation of percentages set
forth herein.
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.10 per share, of
Fidelity Financial of Ohio, Inc., whose principal executive offices are located
at 4555 Montgomery Road, Cincinnati, Ohio 45212.
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. 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. Both Tyndall 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 Fidelity Financial of
Ohio, 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
Fidelity Financial of Ohio, Inc. 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 Fidelity Financial of Ohio, Inc. by Jeffrey
S. Halis, members of his immediate family and trusts for the benefit of members
of his immediate family come directly from such person's personal funds or the
capital of such trusts, as the case may be.
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 the entities and persons described
herein. 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.
Based upon information provided by management of Fidelity Financial of
Ohio, Inc., as of December 5, 1996 there were issued and outstanding 5,593,969
shares of common stock of Fidelity Financial of Ohio, Inc. As of December 20,
1996, Tyndall Partners, L.P. owned 180,263 of such shares, or 3.2% of those
outstanding, Madison Avenue Partners, L.P. owned 25,987 of such shares, or 0.5%
of those outstanding, and Jeffrey S. Halis, including members of his immediate
family and trusts for the benefit of members of his immediate family, owned
60,000 of such shares, or 1.1% of those outstanding. Jeffrey Halis possesses
sole power to vote and direct the disposition of all shares of common stock of
Fidelity Financial of Ohio, Inc. owned by (i) each of Tyndall Partners, L.P. and
Madison Avenue Partners, L.P. and (ii) him, members of his immediate family and
trusts for the benefit of members of his immediate family. The following table
details the transactions by each of Tyndall Partners, L.P., Madison Avenue
Partners, L.P. and Jeffrey S. Halis, including members of his immediate family
and trusts for the benefit of members of his immediate family, in shares of
common stock of Fidelity Financial of Ohio, Inc. during the sixty days prior to
December 20, 1996 (the date of event which requires the filing of this
statement):
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
December 11, 1996 29,748 **
(Sales)
December 18, 1996 20,000 $11.25
December 20, 1996 136,298 $11.35
B. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
December 20, 1996 1,100 $11.35
C. Jeffrey S. Halis***
Date Quantity Price
(Purchases)
NONE
(Sales)
November 22, 1996 2,500 $11.25
December 16, 1996 2,500 $11.25
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** Represents shares of Fidelity Financial of Ohio, Inc. common stock
acquired in exchange for shares of Circle Financial Corp. ("CF") in
the conversion of CF to the issuer.
*** Including transactions by members of his immediate family and trusts
for the benefit of members of his immediate family.
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.
January 13, 1997
____________________________________
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.
and Madison Avenue Partners, L.P.
ATTENTION: INTENTIONAL MISSTATEMENT OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
