SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
OCTEL CORP.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
67572710
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(CUSIP Number)
with a copy to:
Jeffrey S. Halis Eli S. Goldberg, 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)
July 28, 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(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: 1,635,600*
Shares Beneficially 8) Shared Voting Power: 0
Owned by --------------------------------------
Each Reporting --------------------------------------
Person With:
9) Sole Dispositive Power: 1,635,600*
--------------------------------------
10) Shared Dispositive Power: 0
--------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,635,600*
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):
11.1%*
14) Type of Reporting Person (See
Instructions): IA
* 851,100 shares (5.8%) of Octel Corp. common stock are owned by Tyndall
Partners, L.P., a Delaware limited partnership. 328,100 shares (2.2%) of
Octel Corp. common stock are owned by Tyndall Institutional Partners, L.P.,
a Delaware limited partnership. 117,500 shares (0.8%) of Octel Corp. common
stock are owned by Madison Avenue Partners, L.P., a Delaware limited
partnership. 338,900 shares (2.3%) of Octel Corp. 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.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in Octel Corp.'s Form 10Q
dated March 31, 1998, as of May 26, 1998, there were 14,762,417 shares of Octel
Corp. common stock issued and outstanding. As of July 29, 1998, Tyndall
Partners, L.P. owned 851,100 of such shares, or 5.8% of those outstanding,
Tyndall Institutional Partners, L.P. owned 328,100 of such shares, or 2.2% of
those outstanding, Madison Avenue Partners, L.P. owned 117,500 of such shares,
or 0.8% of those outstanding, and Halo International, Ltd. owned 338,900 of such
shares, or 2.3% of those outstanding. Jeffrey Halis possesses sole power to vote
and direct the disposition of all shares of common stock of Octel Corp. 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 Institutional Partners, L.P., Madison Avenue
Partners, L.P., and Halo International, Ltd. in shares of common stock of Octel
Corp. since the most recent filing on Schedule 13D (each of which were effected
in ordinary brokers transactions):
A. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
June 24, 1998 6,400 $18.76
June 26, 1998 2,400 19.55
June 29, 1998 8,500 20.11
June 30, 1998 26,000 20.13
July 28, 1998 65,200 19.13
July 29, 1998 83,400 19.05
(Sales)
NONE
B. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
June 29, 1998 1,000 $20.11
June 30, 1998 4,000 20.13
July 28, 1998 11,200 19.13
July 29, 1998 18,400 19.05
(Sales)
NONE
C. Halo International, Ltd.
Date Quantity Price
(Purchases)
June 24, 1998 44,100 $18.76
June 29, 1998 5,600 20.11
June 30, 1998 20,000 20.13
July 28, 1998 16,600 19.13
July 29, 1998 59,400 19.05
(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.
August 5, 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).
