-----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, HF3JbL79PCYQhqfs07tmHmnlNaHZChVen1FKjySixbxzB/+bZRHF0XFrUVB088oX WqoXemA6SmF7rtYZEtjhYw== 0000905718-96-000259.txt : 19961010 0000905718-96-000259.hdr.sgml : 19961010 ACCESSION NUMBER: 0000905718-96-000259 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961009 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES FINANCIAL CORP CENTRAL INDEX KEY: 0000770460 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640709834 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47059 FILM NUMBER: 96641320 BUSINESS ADDRESS: STREET 1: 211 LINCOLN WAY EAST STREET 2: P O BOX 529 CITY: MASSILLON STATE: OH ZIP: 44646 BUSINESS PHONE: 6014355511 MAIL ADDRESS: STREET 1: PO BOX 559 STREET 2: PO BOX 559 CITY: BILOXI STATE: MS ZIP: 395330529 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 13D FOR PEOPLES FINANCIAL CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 PEOPLES FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.00 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 71103A104 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Jeffrey S. Halis Robert G. Minion, Esq. 500 Park Avenue Lowenstein, Sandler, Kohl, Fifth Floor Fisher & Boylan, P.A. New York, New York 10022 65 Livingston Avenue (212) 486-4794 Roseland, New Jersey 07068 (201) 992-8700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - -------------------------------------------------------------------------------- September 13, 1996 - -------------------------------------------------------------------------------- (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 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, PF - -------------------------------------------------------------------------------- 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: 132,384* Shares Beneficially -------------------------------------------- Owned by 8) Shared Voting Power: 0 Each Rerporting ------------------------------------------- Person With: 9) Sole Dispositive Power: 132,384* -------------------------------------------- 10) Shared Dispositive Power: 0 -------------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 132,384* - -------------------------------------------------------------------------------- 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): 8.9%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IA, IN - -------------------------------------------------------------------------------- * 112,692 shares (7.5%) of Peoples Financial Corporation common stock are owned by Tyndall Partners, L.P., a Delaware limited partnership. 2,500 shares (0.2%) of Peoples Financial Corporation common stock are owned by Madison Avenue Partners, L.P., a Delaware limited partnership. Pursuant to the Agreement of Limited Partnership of each of Tyndall Partners, L.P. and Madison Avenue Partners, L.P., Jeffrey S. Halis possesses sole voting and investment control over all securities owned by Tyndall Partners, L.P. and Madison Avenue Partners, L.P., respectively. In addition, 17,192 shares (1.2%) of Peoples Financial Corporation common stock are owned jointly by Jeffrey Halis and his wife Nancy Halis. Jeffrey S. Halis possesses voting and investment control over the Peoples Financial Corporation securities owned jointly by him and Nancy Halis. 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, no par value per share, of Peoples Financial Corporation, whose principal executive offices are located at 211 Lincoln Way East, Massillon, OH 44646. 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"). Halo serves as the sole general partner of each of Tyndall 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. Each of Tyndall Partners, L.P., Madison Avenue Partners, L.P. 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 of common stock of Peoples Financial Corporation 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 Peoples Financial Corporation 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 Peoples Financial Corporation by Jeffrey S. Halis and Nancy Halis jointly come from the personal assets of Jeffrey S. Halis and Nancy Halis. 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., Madison Avenue Partners, L.P., and Jeffrey S. Halis and Nancy Halis respectively. Mr. 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 information provided by Peoples Financial Corporation's management in a press release dated September 13, 1996 there were issued and outstanding 1,491,012 shares of common stock of Peoples Financial Corporation. As of such date, Tyndall Partners, L.P. owned 112,692 of such shares, or 7.5% of those outstanding, Madison Avenue Partners, L.P. owned 2,500 of such shares, or 0.2% of those outstanding, and Jeffrey Halis and Nancy Halis jointly owned 17,192 of such shares, or 1.2% of those outstanding. Jeffrey Halis possesses sole power to vote and direct the disposition of all shares of common stock of Peoples Financial Corporation owned by each of Tyndall Partners, L.P., Madison Avenue Partners, L.P. and jointly by Jeffrey Halis and Nancy Halis. The only transactions by each of Tyndall Partners, L.P., Madison Avenue Partners, L.P. and Jeffrey Halis and Nancy Halis jointly in shares of common stock of Peoples Financial Corporation during the past sixty days were as follows (each of which were effected in ordinary brokers transactions): A. Tyndall Partners, L.P. Date Quantity Price (Purchases) September 13, 1996 17,192 $10.00 September 13, 1996 95,500 $10.76 (Sales) NONE B. Madison Avenue Partners, L.P. Date Quantity Price (Purchases) September 13, 1996 2,500 $10.76 (Sales) NONE C. Jeffrey Halis and Nancy Halis Date Quantity Price (Purchases) September 13, 1996 17,192 $10.00 (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 Peoples Financial Corporation between Jeffrey 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. October 9, 1996 /s/ Jeffrey Halis ____________________________________ Jeffrey 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. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----