SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
LANDMARK BANCSHARES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
514928100
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(CUSIP Number)
with a copy to:
Jeffrey S. Halis George Mazin, Esq.
500 Park Avenue Lowenstein Sandler PC
Fifth Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 378-0879 (973) 597-2500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
August 26, 1998
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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(e), (f) or (g), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-7(b) 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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CUSIP NO. 514928100
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only):
Jeffrey S. Halis
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ____ (b) ____
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3) SEC Use Only
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4) Source of Funds (See Instructions):WC
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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: 50,600*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 50,600*
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Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
50,600*
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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
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*35,500 shares (2.29%) of Landmark Bancshares, Inc. common stock ("Common
Stock") are owned by Tyndall Partners, L.P., a Delaware limited partnership.
11,300 shares (0.73%) of Common Stock are owned by Tyndall Institutional
Partners, L.P., a Delaware limited partnership. 3,800 shares (0.25%) of 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 Items 2 and
5 for additional details.
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, par value $.10 per share
(the "Shares"), of Landmark Bancshares, Inc. (the "Issuer"), whose principal
executive offices are located at Central and Spruce, Dodge City, Kansas 67801.
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"), Tyndall Institutional Partners, L.P. ("Tyndall
Institutional") and Madison Avenue Partners, L.P. ("Madison"), 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,
Tyndall Institutional, and Madison, 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 on behalf of Tyndall come directly
from the net assets of Tyndall. All funds used to purchase Shares on behalf of
Tyndall Institutional come
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directly from the net assets of Tyndall Institutional. All funds used to
purchase Shares on behalf of Madison come directly from the net assets of
Madison.
Item 4. Purpose of Transaction
The acquisition of the Shares is solely for investment purposes on
behalf of Tyndall, Tyndall Institutional, and Madison, respectively. 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 August 26, 1998, Jeffrey Halis ceased to be the beneficial owner
of more than 5% of the Shares. Based upon the information set forth in the
Issuer's Quarterly Report on Form 10QSB for the period ending June 30, 1998,
there were issued and outstanding 1,549,363 Shares. As of November 6, 1998,
Tyndall owned 35,500 Shares, or 2.29% of those outstanding, Tyndall
Institutional owned 11,300 Shares, or 0.73% of those outstanding and Madison
owned 3,800 Shares, or 0.25% of those outstanding. Jeffrey Halis possesses sole
power to vote and direct the disposition of all Shares of the Issuer owned by
each of Tyndall, Tyndall Institutional and Madison. The following table details
the transactions by each of Tyndall, Tyndall Institutional and Madison in the
Issuer's Shares during the past sixty days (each of which were effected in
ordinary brokers transactions): A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
August 12, 1998 400 $22.10
August 13, 1998 1000 $22.10
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(Sales)
August 26, 1998 30,000 $22.10
September 24, 1998 400 $22.00
September 24, 1998 600 $22.25
September 25, 1998 400 $22.25
September 25, 1998 600 $22.25
September 28, 1998 4,100 $22.25
September 28, 1998 2,400 $22.25
September 28, 1998 22,100 $22.25
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
None
(Sales)
August 26, 1998 11,600 $22.10
August 31, 1998 11,600 $20.50
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
None
(Sales)
August 26, 1998 3,400 $22.10
September 28, 1998 3,400 $22.25
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not Applicable
<PAGE>
Item 7. Material to be filed as exhibits
Not Applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certify that the information set
forth in this statement is true, complete and correct.
November 10, 1998
/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).
