SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
OCTEL CORP.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
67572710
- --------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Jeffrey S. Halis Laura R. Kuntz, 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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 1998
- --------------------------------------------------------------------------------
(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: 1,012,000*
---------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
---------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 1,012,000*
---------------------------------------
Person With: 10) Shared Dispositive Power: 0
---------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,012,000*
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): 6.9%*
14) Type of Reporting Person (See Instructions): IA
* 685,100 shares (4.6%) of Octel Corp. common stock are owned by Tyndall
Partners, L.P., a Delaware limited partnership. 117,700 shares (0.8%) of
Octel Corp. common stock are owned by Tyndall Institutional Partners, L.P.,
a Delaware limited partnership. 71,700 shares (0.5%) of Octel Corp. common
stock are owned by Madison Avenue Partners, L.P., a Delaware limited
partnership. 137,500 shares (0.9%) 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 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 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per share,
of Octel Corp., whose principal executive offices are located at P.O. Box 17
South Wirral, Oil Sites Road, Ellesmere Port, United Kingdom L65 4HF.
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") and as a member of Jemi Management, L.L.C., a New York
limited liability company ("Jemi"). Halo serves as the sole general partner of
each of Tyndall Partners, L.P., Tyndall Institutional 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. In addition, Jemi serves as the Investment
Manager of Halo International, Ltd., a company organized under the laws of the
Cayman Islands, having its principal executive offices located at Butterfield
Fund Managers (Guernsey) Limited, Post Office Box 211, Butterfield House, the
Grange, St. Peter Port, Guernsey, Channel Islands, GY1 3NQ. Each of Tyndall
Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners,
L.P., and Halo International, Ltd. 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.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of common stock of Octel Corp. 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 Octel Corp. on behalf
of Tyndall Institutional Partners, L.P. come directly from the net assets of
Tyndall Institutional Partners, L.P. All funds used to purchase shares of Octel
Corp. 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 Octel Corp. on behalf of Halo International, Ltd. come directly
from the net assets of Halo International, Ltd.
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 Tyndall Partners, L.P., Tyndall
Institutional Partners, L.P., Madison Avenue Partners, L.P., and Halo
International, Ltd., 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.
Based upon the information set forth in Octel Corp.'s Form 10 filed
with the Securities and Exchange Commission on May 4, 1998, there are 14,736,075
shares of Octel Corp. common stock issued and outstanding. As of May 28, 1998,
Tyndall Partners, L.P. owned 685,100 of such shares, or 4.6% of those
outstanding, Tyndall Institutional Partners, L.P. owned 117,700 of such shares,
or 0.8% of those outstanding, Madison Avenue Partners, L.P. owned 71,700 of such
shares, or 0.5% of those outstanding, and Halo International, Ltd. owned 137,500
of such shares, or 0.9% 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 Partners, L.P., Tyndall
Institutional Partners, L.P., Madison Avenue Partners, L.P., and Halo
International, Ltd. in shares of common stock of Octel Corp. during the past
sixty days (each of which were effected in ordinary brokers transactions).
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
May 13, 1998 31,700 $30.06
May 14, 1998 82,400 33.64
May 19, 1998 7,100 28.26
May 22, 1998 94,400 24.12
May 26, 1998 197,400 22.87
May 27, 1998 74,500 22.27
May 28, 1998 197,600 21.96
(Sales)
NONE
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
May 13, 1998 4,900 30.06
May 14, 1998 12,800 33.64
May 19, 1998 1,000 28.26
May 22, 1998 14,800 24.12
May 26, 1998 37,400 22.87
May 27, 1998 12,800 22.27
May 28, 1998 34,000 21.96
(Sales)
NONE
<PAGE>
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
May 13, 1998 3,800 $30.06
May 14, 1998 9,800 33.64
May 22, 1998 12,000 24.12
May 26, 1998 17,600 22.87
May 27, 1998 7,800 22.27
May 28, 1998 20,700 21.96
(Sales)
NONE
D. Halo International, Ltd.
Date Quantity Price
(Purchases)
May 13, 1998 9,600 30.06
May 14, 1998 25,000 33.64
May 19, 1998 1,900 28.26
May 22, 1998 28,800 24.12
May 26, 1998 17,600 22.87
May 27, 1998 14,900 22.27
May 28, 1998 39,700 21.96
(Sales)
NONE
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships exist
with respect to the shares of common stock of Octel Corp. between Jeffrey S.
Halis and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
June 8, 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).
