SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
PRIMEX TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
741597108
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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
(973) 992-8700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 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 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).
<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: 530,254*
Shares Beneficially -----------------------------------------
Owned by 8) Shared Voting Power: 0
Each Reporting -----------------------------------------
Person With: 9) Sole Dispositive Power: 530,254*
-----------------------------------------
10) Shared Dispositive Power: 0
-----------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
530,254*
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): 10.3%*
14) Type of Reporting Person (See Instructions): IA
* 374,944 shares (7.3%) of Primex Technologies, Inc. common stock are owned
by Tyndall Partners, L.P., a Delaware limited partnership. 86,880 shares
(1.7%) of Primex Technologies, Inc. common stock are owned by Tyndall
Institutional Partners, L.P., a Delaware limited partnership. 41,770 shares
(0.8%) of Primex Technologies, Inc. common stock are owned by Madison
Avenue Partners, L.P., a Delaware limited partnership. 26,660 shares (0.5%)
of Primex Technologies, Inc. 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. 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 information set forth in Primex Technologies, Inc.'s
quarterly report dated August 14, 1997, as of July 31, 1997, there were issued
and outstanding 5,137,398 shares of common stock of Primex Technologies, Inc. As
of September 23, 1997, Tyndall Partners, L.P. owned 374,944 of such shares, or
7.3% of those outstanding, Tyndall Institutional Partners, L.P. owned 86,880 of
such shares, or 1.7% of those outstanding, Madison Avenue Partners, L.P. owned
41,770 of such shares, or 0.8% of those outstanding, and Halo International,
Ltd. owned 26,660 of such shares, or 0.5% of those outstanding. Jeffrey Halis
possesses sole power to vote and direct the disposition of all shares of common
stock of Primex Technologies, Inc. owned by each of Tyndall Partners, L.P.,
Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P. and Halo
International, Ltd. 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 Primex
Technologies, Inc. since the most recent filing on Schedule 13D Amendment No. 2
and until the date of event which requires filing of this statement (each of
which were effected in ordinary brokers transactions):
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
February 27, 1997 15,040 $18.79
February 28,1997 17,700 $18.87
(Sales)
NONE
<PAGE>
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
February 27, 1997 2,500 $18.79
February 28, 1997 3,000 $18.87
July 24, 1997 2,000 $24.30
September 5, 1997 6,000 $31.94
September 11, 1997 2,000 $32.05
September 23, 1997 3,300 $32.21
(Sales)
NONE
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
NONE
D. Halo International, Ltd.
Date Quantity Price
(Purchases)
NONE
(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.
February 13, 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.
/s/ Jeffrey S. Halis
Jeffrey S. Halis, 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).
