SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
PEOPLES FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
71103A104
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(CUSIP Number)
with a copy to:
Jeffrey S. Halis Robert G. Minion, Esq.
10 East 50th Street Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
(212) 588-9697 Roseland, New Jersey 07068
(973) 597-2500
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
August 13, 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 Rule 13d-1(e), (f) or (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 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).
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<PAGE>
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CUSIP NO. 71103A104
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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, PF
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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: 51,566*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 51,566*
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Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
51,566*
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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):
4.0%*
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14) Type of Reporting Person (See Instructions): IA, IN
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*Includes: 24,664 shares (1.9%) of Peoples Financial Corporation common stock
owned by Tyndall Partners, L.P., a Delaware limited partnership; 9,710 shares
(.8%) owned by Tyndall Institutional Partners, L.P., a Delaware limited
partnership; and 17,192 shares (1.3%) owned jointly by Jeffrey Halis and his
wife Nancy Halis. Pursuant to the Agreement of Limited Partnership of each of
Tyndall Partners, L.P. and Tyndall Institutional Partners, L.P., Jeffrey S.
Halis possesses sole voting and investment control over all securities owned by
those partnerships. Jeffrey S. Halis possesses voting and investment control
over the shares owned jointly by him and Nancy Halis. See Items 2 and 5 for
additional details.
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Item 1. Security and Issuer
This statement relates to the common stock, no par value per share (the
"Shares"), of Peoples Financial Corporation (the "Issuer"), whose principal
executive offices are located at 211 Lincoln Way East, Massillion, OH 44646.
Item 2. Identity and Background
The person filing this statement is Jeffrey S. Halis, whose business
address 10 East 50th Street, 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 10 East
50th Street, New York, New York 10022. Each of Tyndall, Tyndall Institutional,
Madison, and Jeffrey Halis and his wife Nancy 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 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 by Jeffrey S. Halis and Nancy
Halis, jointly, come from the personal assets of Jeffrey S. Halis and Nancy
Halis.
<PAGE>
Item 4. Purpose of Transaction
The acquisition of the Shares is solely for investment purposes on
behalf of Tyndall, Tyndall Institutional, and Jeffrey and Nancy Halis,
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 the Issuer's Quarterly Report
on Form 10Q for the period ending June 30, 1999, there were issued and
outstanding 1,284,101 Shares. As of August 13, 1999, Tyndall owned 24,664 Shares
or 1.9% of those outstanding, Tyndall Institutional owned 9,710 Shares or .8% of
those outstanding and Jeffrey and Nancy Halis owned 17,192 Shares, or 1.3% 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 and Tyndall
Institutional.
As of August 13, 1999, Jeffrey Halis ceased to be a beneficial owner
of more than 5% of the Issuer's outstanding Shares.
The following table details the transactions by Tyndall, Madison and
Tyndall Institutional in the Issuer's Shares during the past sixty days:
A. Tyndall Partners, L.P.
Date Quantity Price Type of Transaction
7/31/99 2,111 $10.00 Distribution to withdrawing
partner
7/31/99 266 $10.00 Distribution to withdrawing
partner
7/31/99 45 $10.00 Distribution to withdrawing
partner
8/5/99 1,000 $10.00 Open market sale
8/12/99 2,000 $9.81 Open market sale
8/13/99 1,316 $9.75 Open market sale
8/13/99 5,306 $9.75 Open market sale
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B. Madison Avenue Partners, L.P.
Date Quantity Price Type of Transaction
7/7/99 2,000 $10.00 Open market sale
7/31/99 122 $10.00 Distribution to withdrawing
partner
8/13/99 378 $9.75 Open market sale
C. Tyndall Institutional Partners, L.P.
Date Quantity Price Type of Transaction
7/1/99 190 $10.50 Distribution to withdrawing
partner
8/13/99 3,000 $9.75 Open market sale
Jeffrey and Nancy Halis did not trade in the Issuer's Shares in the past sixty
days.
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
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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.
October 27, 1999
/s/ Jeffrey S. Halis
Jeffrey S. Halis, individually, and
as a general partner of Halo Capital
Partners, L.P., the general partner
of each of Tyndall Partners, L.P.
and Madison Avenue Partners, L.P.,
and Tyndall Institutional Partners,
L.P.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
