SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
February 4, 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 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: 593,554*
Shares Beneficially 8) Shared Voting Power: 0
Owned by
Each Reporting 9) Sole Dispositive Power: 593,554*
Person With: 10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
593,554*
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): 11.5%*
14) Type of Reporting Person (See Instructions): IA
* 418,444 shares (8.1%) of Primex Technologies, Inc. common stock are owned
by Tyndall Partners, L.P., a Delaware limited partnership. 100,080 shares
(1.9%) 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. 33,260 shares (0.7%)
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 September 30, 1997, as of October 31, 1997, there were
issued and outstanding 5,137,637 shares of common stock of Primex Technologies,
Inc. As of February 4, 1998, Tyndall Partners, L.P. owned 418,444 of such
shares, or 8.1% of those outstanding, Tyndall Institutional Partners, L.P. owned
100,080 of such shares, or 1.9% 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 33,260 of such shares, or 0.7% 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. 3 (each of which were effected in ordinary brokers transactions):
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
December 1, 1997 100 $33.17
January 30, 1998 2,000 $34.92
February 3, 1998 4,000 $35.05
February 4, 1998 37,400 $35.19
(Sales)
NONE
<PAGE>
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
September 25, 1997 2,200 $32.28
September 26, 1997 3,000 $32.11
September 26, 1997 5,000 $32.05
October 8, 1997 3,000 $32.99
(Sales)
NONE
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
NONE
D. Halo International, Ltd.
Date Quantity Price
(Purchases)
February 4, 1998 1,500 $35.05
February 4, 1998 2,500 $35.12
February 4, 1998 2,600 $35.19
(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).
