SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
Midland Capital Holdings Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
59748B108
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(CUSIP Number)
with a copy to:
Robert G. Minion, Esq.
Jeffrey S. Halis Lowenstein Sandler PC
10 East 50th Street 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 588-9697 (973) 597-2500
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
June 21, 1999 (PSI)
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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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-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).
(PSI) The reporting person previously filed Schedule 13D and Amendment 1 thereto
with the Office of Thrift Supervision with respect to Midland Federal Savings &
Loan Association, an entity regulated by the FDIC. In July 1998, Midland Federal
Savings & Loan Association became a wholly owned subsidiary of the Issuer which
is an entity regulated by the SEC. At that time the reporting person
participated in a share exchange in which his shares of Midland Federal Savings
& Loan Association were exchanged for shares of the Issuer. Therefore, the
reporting person has no current Schedule 13D on file with the SEC for the
Issuer.
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Cusip No.59748B108
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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) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): PF, 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: 20,000
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Shares Beneficially 8) Shared Voting Power:
Owned by
Each Reporting 9) Sole Dispositive Power: 20,000
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Person With: 10) Shared Dispositive Power:
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 20,000
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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): 5.5%*
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14) Type of Reporting Person (See Instructions): IN, IA
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* See Item 5 for further information.
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Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, $.01 par value (the "Common Stock"), of Midland Capital Holdings
Corporation ("Issuer"), located at 8929 South Harlem Avenue, Bridgeview,
Illinois 60455. On July 23, 1998, Midland Federal Savings and Loan Association
(the "Association") became a wholly-owned subsidiary of the Issuer. All
shareholders of the Association exchanged their common stock for the Issuer's
Common Stock.
Item 2. Identity and Background.
The person filing this statement is Jeffrey S. Halis, whose business
address is 10 East 50th Street, New York, New York 10022. Mr. Halis is the sole
member of Jeffrey Management, L.L.C. which 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 10 East 50th Street, New
York, New York 10022. Each of Tyndall, Tyndall Institutional, Madison and
Jeffrey Halis, 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.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of common stock of the Issuer 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 the Issuer
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 common stock of the Issuer 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 the Issuer by Jeffrey S. Halis come directly
from the personal funds of Mr. Halis.
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Item 4. Purpose of Transaction.
The acquisition and disposition of the shares of common stock referred
to in Item 5 was effected for investment purposes on behalf of Tyndall Partners,
L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P. and
Jeffrey S. Halis, respectively. Mr. Halis has no 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 March 31, 1999 Quarterly Small Business Report of the
Issuer as of May 13, 1999 there were issued and outstanding 363,975 shares of
common stock of the Issuer. As of June 21, 1999, Tyndall Partners, L.P, Tyndall
Institutional Partners, L.P and Madison Avenue Partners, L.P. each owned no
shares of the Issuer's common stock. As of June 21, 1999, Jeffrey S. Halis owned
20,000 shares of the Issuer's common stock. During the sixty days preceding the
date of event which requires filing of this statement, the following
transactions were effected in ordinary brokers transactions: On June 21, 1999
Tyndall Partners, L.P. sold 12,199 shares at $20.50 per share and Madison Avenue
Partners, L.P. sold 2,200 shares at $20.50 per share.
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 the Issuer between Jeffrey
S. Halis and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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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 29, 1999
/s/ Jeffrey S. Halis
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Jeffrey S. Halis, as a member of
Jeffrey Management, L.L.C., 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
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Jeffrey S. Halis, individually
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
