-----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, Ij6f3uMcUEg4Sv9aZKJ2/wVqktFUTqjb572LNhTaRqarPg24ixoB+L6DJqwV5xka opCPljfb2rirkBl450HwTA== 0000905718-98-000319.txt : 19980806 0000905718-98-000319.hdr.sgml : 19980806 ACCESSION NUMBER: 0000905718-98-000319 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980805 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/A SEC ACT: SEC FILE NUMBER: 005-54153 FILM NUMBER: 98677615 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/A 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/A 1 SCHEDULE 13 D/A AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D (Amendment No. 2) 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 Eli S. Goldberg, 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) July 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: 1,635,600* Shares Beneficially 8) Shared Voting Power: 0 Owned by -------------------------------------- Each Reporting -------------------------------------- Person With: 9) Sole Dispositive Power: 1,635,600* -------------------------------------- 10) Shared Dispositive Power: 0 -------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,635,600* 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): 11.1%* 14) Type of Reporting Person (See Instructions): IA * 851,100 shares (5.8%) of Octel Corp. common stock are owned by Tyndall Partners, L.P., a Delaware limited partnership. 328,100 shares (2.2%) of Octel Corp. common stock are owned by Tyndall Institutional Partners, L.P., a Delaware limited partnership. 117,500 shares (0.8%) of Octel Corp. common stock are owned by Madison Avenue Partners, L.P., a Delaware limited partnership. 338,900 shares (2.3%) 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 each of 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 5. Interest in Securities of the Issuer. Based upon information set forth in Octel Corp.'s Form 10Q dated March 31, 1998, as of May 26, 1998, there were 14,762,417 shares of Octel Corp. common stock issued and outstanding. As of July 29, 1998, Tyndall Partners, L.P. owned 851,100 of such shares, or 5.8% of those outstanding, Tyndall Institutional Partners, L.P. owned 328,100 of such shares, or 2.2% of those outstanding, Madison Avenue Partners, L.P. owned 117,500 of such shares, or 0.8% of those outstanding, and Halo International, Ltd. owned 338,900 of such shares, or 2.3% 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 Institutional Partners, L.P., Madison Avenue Partners, L.P., and Halo International, Ltd. in shares of common stock of Octel Corp. since the most recent filing on Schedule 13D (each of which were effected in ordinary brokers transactions): A. Tyndall Institutional Partners, L.P. Date Quantity Price (Purchases) June 24, 1998 6,400 $18.76 June 26, 1998 2,400 19.55 June 29, 1998 8,500 20.11 June 30, 1998 26,000 20.13 July 28, 1998 65,200 19.13 July 29, 1998 83,400 19.05 (Sales) NONE B. Madison Avenue Partners, L.P. Date Quantity Price (Purchases) June 29, 1998 1,000 $20.11 June 30, 1998 4,000 20.13 July 28, 1998 11,200 19.13 July 29, 1998 18,400 19.05 (Sales) NONE C. Halo International, Ltd. Date Quantity Price (Purchases) June 24, 1998 44,100 $18.76 June 29, 1998 5,600 20.11 June 30, 1998 20,000 20.13 July 28, 1998 16,600 19.13 July 29, 1998 59,400 19.05 (Sales) NONE 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. August 5, 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-----