SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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:
Peter S. Friedman, 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) 597-2570
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 22, 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 Rule 13d-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).
<PAGE>
________________________________________________________________________________
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Jeffrey S. Halis
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions): WC
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
________________________________________________________________________________
6) Citizenship or Place of Organization: United States
________________________________________________________________________________
Number of 7) Sole Voting Power: 832,260*
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Shares Beneficially 8) Shared Voting Power:
Owned by
Each Reporting 9) Sole Dispositive Power: 832,260*
Person With -------------------------------------
10) Shared Dispositive Power:
--------------------------------------
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
832,260*
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
Not Applicable
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 6.1%*
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14) Type of Reporting Person (See Instructions): IA
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* 411,300 shares (3.0%) 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"). 392,500 shares (2.9%) of the Common Stock
are owned by Tyndall Institutional Partners, L.P., a Delaware limited
partnership ("Tyndall Institutional"). 28,460 shares (0.2%) of the Common
Stock are owned by Madison Avenue Partners, L.P., a Delaware limited
partnership ("Madison"). 0 shares (0%) of the 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 power to vote and direct the disposition of all the shares
of Common Stock owned by each of Tyndall, Tyndall Institutional, Madison,
and Halo International, 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, Tyndall Institutional, Madison and Halo
International, respectively. See Item 5 below for further information.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock"), of Octel Corp., whose principal executive offices are
located at Global House, Bailey Lane, Manchester, United Kingdom M90 4AA.
Item 5. Interest in Securities of the Issuer.
Based upon the Quarterly Report on Form 10-Q of Octel Corp. for the
quarter ended September 30, 1999, as of November 3, 1999 there were 13,640,730
shares of Common Stock outstanding. As of December 22, 1999, Tyndall Partners,
L.P. ("Tyndall") owned 411,300 shares (3.0%) of the Common Stock; Tyndall
Institutional Partners, L.P. ("Tyndall Institutional") owned 392,500 shares
(2.9%) of the Common Stock; Madison Avenue Partners, L.P. ("Madison") owned
28,460 shares (0.2%) of the Common Stock; and Halo International, Ltd. ("Halo
International") owned 0 shares (0%) 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, Tyndall Institutional, Madison and Halo
International. Therefore, for the purposes of Regulation Section 240.13d-3,
Jeffrey S. Halis is deemed to be the beneficial owner of 832,260 shares (6.1%)
of the Common Stock.
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)
NONE
(Sales)
Date Quantity Price
November 1, 1999 35,823 $12.19
November 10, 1999 7,500 $10.99
November 11, 1999 4,177 $10.63
November 11, 1999 1,823 $10.63
November 12, 1999 18,000 $10.19
November 16, 1999 2,200 $10.26
November 17, 1999 10,000 $9.97
<PAGE>
B. Tyndall Institutional Partners, L.P.
(Purchases)
NONE
(Sales)
Date Quantity Price
November 1, 1999 31,269 $12.19
November 10, 1999 5,269 $10.99
C. Madison Avenue Partners, L.P.
(Purchases)
NONE
(Sales)
December 21, 1999 9,800 $10.22
December 22, 1999 5,000 $10.22
D. Halo International, Ltd.
(Purchases)
NONE
(Sales)
Date Quantity Price
October 26, 1999 5,000 $12.69
November 1, 1999 59,108 $12.19
November 10, 1999 20,500 $10.99
November 16, 1999 2,200 $10.26
November 17, 1999 10,000 $9.97
November 29, 1999 6,800 $9.94
November 30, 1999 22,092 $9.94
December 1, 1999 12,500 $9.94
<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.
January 5, 2000
/s/ Jeffrey S. Halis
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., Tyndall Institutional
Partners, L.P., and Madison Avenue Partners,
L.P., and 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).
