SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
PRICE ENTERPRISES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
741444204
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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)
October 23, 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).
<PAGE>
CUSIP NO. 741444204
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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: 240,058*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 240,058*
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Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
240,058*
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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):
1.0%*
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14) Type of Reporting Person (See Instructions): IA
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*146,932 shares (.6%) of Price Enterprises, Inc. common stock ("Common Stock")
are owned by Tyndall Partners, L.P., a Delaware limited partnership. 74,815
shares (.3%) of Common Stock are owned by Tyndall Institutional Partners, L.P.,
a Delaware limited partnership. 16,252 shares (0.1%) of Common Stock are owned
by Madison Avenue Partners, L.P., a Delaware limited partnership. 2,059 shares
(0.008%) of 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 Items 2 and 5 for additional details.
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, par value $.0001 per share
(the "Shares"), of Price Enterprises, Inc. (the "Issuer"), whose principal
executive offices are located at 4649 Morena Boulevard, San Diego, California
92117.
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. In addition, Mr.
Halis serves as a member of Jemi Management, L.L.C., a New York limited
liability company, which serves as the Investment Manager for Halo
International, Ltd. ("Halo International"), a company organized under the laws
of the Cayman Islands, having its principal executive offices located at Citco
Fund Services (Cayman Islands) Ltd., Corporate Center, West Bay Road, P.O. Box
31106 SMB, Grand Cayman, Cayman Islands. Each of Tyndall, Tyndall Institutional,
Madison and Halo International, 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 on behalf of Tyndall come directly
from the net assets of Tyndall. All funds used to purchase Shares on behalf of
Tyndall Institutional come 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. All funds used to purchase Shares on
behalf of Halo International come directly from the net assets of Halo
International.
Item 4. Purpose of Transaction
The acquisition of the Shares is solely for investment purposes on
behalf of Tyndall, Tyndall Institutional, Madison and Halo International,
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 October 23, 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 10Q for the period ending June 30, 1998, there were issued and
outstanding 23,758,282 Shares. As of October 23, 1998, Tyndall owned 146,932
Shares, or .6% of those outstanding, Tyndall Institutional owned 74,815 Shares,
or .3% of those outstanding, Madison owned 16,252 Shares, or 0.1% of those
outstanding and Halo International owned 2,059 Shares, or 0.008% 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, Madison and Halo. The following table details the transactions by
each of Tyndall, Tyndall Institutional, Madison and Halo International 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)
None
(Sales)
October 23, 1998 566,368 $5.50
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
None
(Sales)
October 23, 1998 288,385 $5.50
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
None
(Sales)
October 23, 1998 62,648 $5.50
D. Halo International, Ltd.
Date Quantity Price
(Purchases)
None
(Sales)
October 23, 1998 7,941 $5.50
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not Applicable
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 9, 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 Inter-
national, Ltd.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
