SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
(Amendment No. 1)
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)
67572710
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1998
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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 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).
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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: 1,263,400*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 1,263,400*
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Person With: 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,263,400*
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): 8.6%*
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. 136,200 shares (0.9%) of
Octel Corp. common stock are owned by Tyndall Institutional Partners, L.P.,
a Delaware limited partnership. 82,900 shares (0.6%) of Octel Corp. common
stock are owned by Madison Avenue Partners, L.P., a Delaware limited
partnership. 193,200 shares (1.3%) 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 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 June 8, 1998,
Tyndall Partners, L.P. owned 851,100 of such shares, or 5.8% of those
outstanding, Tyndall Institutional Partners, L.P. owned 136,200 of such shares,
or 0.9% of those outstanding, Madison Avenue Partners, L.P. owned 82,900 of such
shares, or 0.6% of those outstanding, and Halo International, Ltd. owned 193,200
of such shares, or 1.3% 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 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. since the most
recent filing on Schedule 13D (each of which were effected in ordinary brokers
transactions):
A. Tyndall Partners, L.P.
Date Quantity Price
(Purchases)
May 29, 1998 44,000 $21.96
June 2, 1998 27,100 19.97
June 3, 1998 36,900 20.47
June 5, 1998 30,000 20.03
June 8, 1998 28,000 20.28
(Sales)
NONE
B. Tyndall Institutional Partners, L.P.
Date Quantity Price
(Purchases)
May 29, 1998 7,600 $21.96
June 2, 1998 4,600 19.97
June 3, 1998 6,300 20.47
(Sales)
NONE
C. Madison Avenue Partners, L.P.
Date Quantity Price
(Purchases)
May 29, 1998 4,500 $21.96
June 2, 1998 2,900 19.97
June 3, 1998 3,800 20.47
(Sales)
NONE
D. Halo International, Ltd.
Date Quantity Price
(Purchases)
May 29, 1998 8,900 $21.96
June 2, 1998 5,400 19.97
June 3, 1998 7,400 20.47
June 5, 1998 20,000 20.03
June 8, 1998 14,000 20.28
(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.
June 10, 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).