SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
(Amendment No. 8)
Under the Securities Exchange Act of 1934
OCTEL CORP.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
675727101
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(CUSIP Number)
with a copy to:
Jeffrey S. Halis Steven J. Tsimbinos, Esq.
10 East 50th Street Lowenstein Sandler P.C.
New York, New York 10022 65 Livingston Avenue
(212) 588-9697 Roseland, New Jersey 07068
(973) 597-2536
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 20, 2000
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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 Sections 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 Rule l3d-7 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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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
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Number of 7) Sole Voting Power: 585,500*
Shares Beneficially ----------------------------------------
Owned by 8) Shared Voting Power: --
Each Reporting ----------------------------------------
Person With: 9) Sole Dispositive Power: 585,500*
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10) Shared Dispositive Power: --
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
585,500*
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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): 4.5%*
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14) Type of Reporting Person (See Instructions): IA
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* 339,000 shares (2.6%) of Octel Corp. common stock, par value $0.01 per
share (the "Common Stock"), are owned by Tyndall Partners, L.P., a
Delaware limited partnership ("Tyndall"). 246,500 shares (1.9%) of the
Common Stock are owned by Tyndall Institutional Partners, L.P., a Delaware
limited partnership ("Tyndall Institutional"). Pursuant to the Agreement
of Limited Partnership of each of Tyndall and Tyndall Institutional,
Jeffrey S. Halis possesses sole power to vote and direct the disposition of
all the shares of Common Stock owned by each of Tyndall and Tyndall
Institutional, respectively. Jeffrey S. Halis' interest in the Common
Stock as set forth herein is limited to the extent of his pecuniary
interest, if any, in Tyndall and Tyndall Institutional, respectively. See
Item 5 below for further information.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon the Quarterly Report on Form 10-Q of Octel Corp. for
the quarter ended March 31, 2000, as of April 30, 2000 there were 13,151,376
shares of Common Stock outstanding. As of June 20, 2000, Tyndall Partners, L.P.
("Tyndall") owned 339,000 shares (2.6%) of the Common Stock and Tyndall
Institutional Partners, L.P. ("Tyndall Institutional") owned 246,500 shares
(1.9%) of the Common Stock. Jeffrey S. Halis possesses sole power to vote and
direct the disposition of all shares of Common Stock owned by each of Tyndall
and Tyndall Institutional. Therefore, for the purposes of Regulation Section
240.13d-3, Jeffrey S. Halis is deemed to be the beneficial owner of 585,500
shares (4.5%) of the Common Stock. Accordingly, on June 20, 2000, Mr. Halis
ceased to be the beneficial owner of more than five percent of the Common Stock
then issued and outstanding.
The following table details the transactions during the past sixty
days, each of which was effected in an ordinary brokerage transaction, in the
Common Stock by Mr. Halis or any other person or entity controlled by him or any
person or entity for which he possesses voting or investment control over the
securities thereof:
A. Tyndall Partners, L.P.
(Purchases)
Date Quantity Price
May 1, 2000 16,000 $8.50
(Sales)
Date Quantity Price
June 7, 2000 140,000 $8.13
<PAGE>
B. Tyndall Institutional Partners, L.P.
(Purchases)
Date Quantity Price
NONE
(Sales)
Date Quantity Price
April 25, 2000 15,000 $9.69
June 20, 2000 100,000 $8.13
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.
July 5, 2000
/s/ Jeffrey S. Halis
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Jeffrey S. Halis, in his capacity as a
member of Jeffrey Management, L.L.C.,
the general partner of Halo Capital
Partners, L.P., the general partner of
each of Tyndall 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).
