-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UNo/5zwgihVRhrbMu2RVnIZRlpQ1TLjCKBlFtzPieWTMJj8aqCeqpl5+uyRO3fwR PDDJ1TrILFakVNLLqYkeVg== 0000905718-98-000268.txt : 19980609 0000905718-98-000268.hdr.sgml : 19980609 ACCESSION NUMBER: 0000905718-98-000268 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980608 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OCTEL CORP CENTRAL INDEX KEY: 0001054905 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54153 FILM NUMBER: 98644109 BUSINESS ADDRESS: STREET 1: P O BOX 17 SOUTH WIRRAL STREET 2: OIL SITES ROAD ELLESMERE PORT L65 4HF CITY: UNITED KINGDOM BUSINESS PHONE: 0114415135 MAIL ADDRESS: STREET 1: P O BOX 17 OIL SITES ROAD ELLESMERE PORT STREET 2: SOUTH WIRRAL L65 4HF CITY: UNITED KINGDOM STATE: X0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALIS JEFFREY S CENTRAL INDEX KEY: 0000900202 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 500 PARK AVE 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127585106 MAIL ADDRESS: STREET 1: 500 PARK AVE 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 OCTEL CORP. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 67572710 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Jeffrey S. Halis Laura R. Kuntz, Esq. 500 Park Avenue LOWENSTEIN SANDLER PC Fifth Floor 65 Livingston Avenue New York, New York 10022 Roseland, New Jersey 07068 (212) 378-0879 (973) 597-2500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 28, 1998 - -------------------------------------------------------------------------------- (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(b)(3) or (4), check the following box.[ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule l3d-1(a) 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). 1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above Persons): 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: 1,012,000* --------------------------------------- Shares Beneficially 8) Shared Voting Power: 0 --------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 1,012,000* --------------------------------------- Person With: 10) Shared Dispositive Power: 0 --------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,012,000* 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): 6.9%* 14) Type of Reporting Person (See Instructions): IA * 685,100 shares (4.6%) of Octel Corp. common stock are owned by Tyndall Partners, L.P., a Delaware limited partnership. 117,700 shares (0.8%) of Octel Corp. common stock are owned by Tyndall Institutional Partners, L.P., a Delaware limited partnership. 71,700 shares (0.5%) of Octel Corp. common stock are owned by Madison Avenue Partners, L.P., a Delaware limited partnership. 137,500 shares (0.9%) of Octel Corp. common stock are owned by Halo International, Ltd., a company organized under the laws of the Cayman Islands. Pursuant to the Agreement of Limited Partnership of each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P. and Madison Avenue Partners, L.P., and the Investment Management Agreement of Halo International, Ltd., Jeffrey S. Halis possesses sole voting and investment control over all securities owned by Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P. and Halo International, Ltd., respectively. See Item 5 for further information on the computation of percentages set forth herein. Item 1. Security and Issuer. This statement relates to the common stock, par value $0.01 per share, of Octel Corp., whose principal executive offices are located at P.O. Box 17 South Wirral, Oil Sites Road, Ellesmere Port, United Kingdom L65 4HF. Item 2. Identity and Background. The person filing this statement is Jeffrey S. Halis, whose business address is 500 Park Avenue, Fifth Floor, New York, New York 10022. Mr. Halis serves as a general partner of Halo Capital Partners, L.P., a Delaware limited partnership (Halo") and as a member of Jemi Management, L.L.C., a New York limited liability company ("Jemi"). Halo serves as the sole general partner of each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., and Madison Avenue Partners, L.P., each of which are Delaware limited partnerships having their principal executive offices located at 500 Park Avenue, Fifth Floor, New York, New York 10022. In addition, Jemi serves as the Investment Manager of Halo International, Ltd., a company organized under the laws of the Cayman Islands, having its principal executive offices located at Butterfield Fund Managers (Guernsey) Limited, Post Office Box 211, Butterfield House, the Grange, St. Peter Port, Guernsey, Channel Islands, GY1 3NQ. Each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P., and Halo International, Ltd. 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 Octel Corp. 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 Octel Corp. 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 Octel Corp. 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 Octel Corp. on behalf of Halo International, Ltd. come directly from the net assets of Halo International, Ltd. Item 4. Purpose of Transaction. The acquisition of the shares of common stock referred to in Item 5 is solely for investment purposes on behalf of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P., and Halo International, Ltd., 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 Octel Corp.'s Form 10 filed with the Securities and Exchange Commission on May 4, 1998, there are 14,736,075 shares of Octel Corp. common stock issued and outstanding. As of May 28, 1998, Tyndall Partners, L.P. owned 685,100 of such shares, or 4.6% of those outstanding, Tyndall Institutional Partners, L.P. owned 117,700 of such shares, or 0.8% of those outstanding, Madison Avenue Partners, L.P. owned 71,700 of such shares, or 0.5% of those outstanding, and Halo International, Ltd. owned 137,500 of such shares, or 0.9% 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 Avenue Partners, L.P., and Halo International, Ltd. The following table details the transactions by each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P., and Halo International, Ltd. in shares of common stock of Octel Corp. during the past sixty days (each of which were effected in ordinary brokers transactions). A. Tyndall Partners, L.P. Date Quantity Price (Purchases) May 13, 1998 31,700 $30.06 May 14, 1998 82,400 33.64 May 19, 1998 7,100 28.26 May 22, 1998 94,400 24.12 May 26, 1998 197,400 22.87 May 27, 1998 74,500 22.27 May 28, 1998 197,600 21.96 (Sales) NONE B. Tyndall Institutional Partners, L.P. Date Quantity Price (Purchases) May 13, 1998 4,900 30.06 May 14, 1998 12,800 33.64 May 19, 1998 1,000 28.26 May 22, 1998 14,800 24.12 May 26, 1998 37,400 22.87 May 27, 1998 12,800 22.27 May 28, 1998 34,000 21.96 (Sales) NONE C. Madison Avenue Partners, L.P. Date Quantity Price (Purchases) May 13, 1998 3,800 $30.06 May 14, 1998 9,800 33.64 May 22, 1998 12,000 24.12 May 26, 1998 17,600 22.87 May 27, 1998 7,800 22.27 May 28, 1998 20,700 21.96 (Sales) NONE D. Halo International, Ltd. Date Quantity Price (Purchases) May 13, 1998 9,600 30.06 May 14, 1998 25,000 33.64 May 19, 1998 1,900 28.26 May 22, 1998 28,800 24.12 May 26, 1998 17,600 22.87 May 27, 1998 14,900 22.27 May 28, 1998 39,700 21.96 (Sales) NONE 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 Octel Corp. between Jeffrey S. Halis and any person or entity. Item 7. Material to be Filed as Exhibits. Not applicable. 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 8, 1998 /s/ Jeffrey S. Halis Jeffrey S. Halis, as 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). -----END PRIVACY-ENHANCED MESSAGE-----