SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Octel Corp.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
657727101
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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)
May 28, 1999
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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).
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Cusip No.657727101
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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): 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
Number of 7) Sole Voting Power: 1,372,700*
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Shares Beneficially 8) Shared Voting Power:
Owned by
Each Reporting 9) Sole Dispositive Power: 1,372,700*
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Person With: 10) Shared Dispositive Power:
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,372,700*
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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): 9.9%*
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14) Type of Reporting Person (See Instructions): IA
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* 596,400 shares (4.3%) of Octel Corp. common stock are owned by Tyndall
Partners, L.P., a Delaware limited partnership ("Tyndall"). 437,700 shares
(3.1%) of Octel Corp. common stock are owned by Tyndall Institutional
Partners, L.P., a Delaware limited partnership ("Tyndall Institutional").
79,700 shares (0.6%) of Octel Corp. common stock are owned by Madison
Avenue Partners, L.P., a Delaware limited partnership ("Madison"). 258,900
shares (1.9%) of Octel Corp. common stock are owned by Halo International,
Ltd., a company organized under the laws of the Cayman Islands ("Halo
International"). Pursuant to the Agreement of Limited Partnership of each
of Tyndall, Tyndall Institutional and Madison and the Investment Management
Agreement of Halo International, Jeffrey S. Halis possesses sole voting and
investment control over all securities owned by each of Tyndall, Tyndall
Institutional, Madison, and Halo International, respectively. Jeffrey S.
Halis' interest in the shares set forth herein is limited to the extent of
his pecuniary interest, if any, in Tyndall, Tyndall Institutional, Madison
and Halo International, respectively. See Item 5 for further information on
the computation of percentages set forth herein.
<PAGE>
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. 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 Butterfield Fund Managers (Guernsy) Limited, Post
Office Box 211, Butterfield House, The Grange, St. Peter Port, Guernsey, Channel
Islands, GY1 3NQ. Each of Tyndall, Tyndall Institutional, Madison, Halo
International 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 5. Interest in Securities of the Issuer.
Based upon the Quarterly Report of Octel Corp. for the fiscal quarter
ended on March 31, 1999, as of April 30, 1999 there were issued and outstanding
13,911,534 shares of common stock of Octel Corp. As of May 28, 1999, Tyndall
Partners, L.P. owned 596,400 of such shares, or 4.3% of those outstanding,
Tyndall Institutional Partners, L.P. owned 437,700 of such shares, or 3.1% of
those outstanding, Madison Avenue Partners, L.P. owned 79,700 of such shares, or
0.6% of those outstanding, and Halo International, Ltd. owned 258,900 of such
shares, or 1.9% 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
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Avenue Partners, L.P. and Halo International, Ltd. 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 May
28, 1999 Tyndall Partners, L.P., sold 150,000 shares at $13.53 per share,
Madison Avenue Partners, L.P. sold 20,000 shares at $13.53 per share and Halo
International, Ltd. sold 80,000 shares at $13.53 per share.
<PAGE>
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 7, 1999
/s/ Jeffrey S. Halis
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
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).
