SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Educational Video Conferencing, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
281505107
(CUSIP Number)
Michael Katz, Esq., 2 American Lane, Greenwich, Connecticut 06836-2571,
Tel: (203) 862-8000 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 22, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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(b) 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 of 9)
<PAGE>
SCHEDULE 13D
Page 9 of 9
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
491,449
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
491,449
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,449
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amaranth Advisors, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
491,449
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
491,449
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
491,449
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nicholas M. Maounis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7. SOLE VOTING POWER
491,449
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
491,449
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
491,449
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(a) with respect to the
Common Stock (the "Common Stock") of Educational Video Conferencing, Inc. (the
"Issuer") beneficially owned by the Reporting Persons specified herein as of
November 3, 2000 and amends and supplements the Schedule 13D dated September 29,
2000 filed by Paloma Strategic Fund L.P., Amaranth Advisors, L.L.C. and Nicholas
M. Maounis (the "Schedule 13D"). Except as set forth herein, the Schedule 13D is
unmodified.
ITEM 2. Identity and Background
(a)-(c) and (f) The names of the persons filing this statement on
Schedule 13D (the "Reporting Persons") are:
- Amaranth L.L.C., a Delaware limited liability company ("Amaranth
LLC") and the parent of Amaranth Fund L.P. (f/k/a Paloma Strategic Fund L.P.).
The managing member of Amaranth LLC is Amaranth Advisors, L.L.C., a Delaware
limited liability company. Amaranth LLC holds 45,000 of the shares of Common
Stock beneficially owned by it through its wholly-owned subsidiary Amaranth
Securities L.L.C., a Delaware limited liability company. The remainder of the
shares of Common Stock beneficially owned by Amaranth LLC are held through its
subsidiary Amaranth Trading L.L.C., a Delaware limited liability company.
- Amaranth Advisors, L.L.C., a Delaware limited liability company
("Amaranth Advisors") and the managing member of Amaranth LLC. Amaranth Advisors
expressly disclaims equitable ownership of and pecuniary interest in any Common
Stock.
- Nicholas M. Maounis, an individual and a citizen of the United States
("Maounis"). Mr. Maounis may be deemed to beneficially own the shares of Common
Stock held by Amaranth LLC as a result of being the managing member of Amaranth
Advisors. Mr. Maounis expressly disclaims equitable ownership of and pecuniary
interest in any Common Stock, except for 20,000 shares of Common Stock which he
beneficially owns in his individual capacity.
Amaranth LLC, Amaranth Advisors and Maounis.
The business address of Amaranth LLC, Amaranth Advisors and Maounis is
2 American Lane, Greenwich, Connecticut 06836-2571.
The principal business of Amaranth Advisors is the furnishing of
investment advisory services.
Mr. Maounis' principal occupation is serving as the managing
member of Amaranth Advisors.
The principal business of Amaranth LLC is that of a private investment
company engaged in the purchase and sale of securities for its own account.
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
ITEM 3. Source and Amount of Funds or Other Consideration.
The source and aggregate amount of funds used by the Reporting Persons
in making their purchases of the shares of Common Stock beneficially owned by
them are:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $11,055,246
ITEM 4. Purpose of Transaction.
Amaranth LLC acquired the Common Stock beneficially owned by it in the
ordinary course of purchasing and selling securities for its own account.
Amaranth Advisors expressly disclaims equitable ownership of and pecuniary
interest in any Common Stock. Mr. Maounis expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock, except for 20,000
shares of Common Stock which he beneficially owns in his individual capacity.
Depending upon market conditions and other factors that it may deem
material, each of the Reporting Persons may purchase additional shares of Common
Stock or related securities or may dispose of all or a portion of the Common
Stock or related securities that it now beneficially owns or may hereafter
acquire.
Except as set forth herein, none of the Reporting Persons has any plans
or proposals which relate to or would result in any of the actions set forth in
subparagraphs (a) through (j) of Item 4.
<PAGE>
ITEM 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an aggregate of 65,000
shares of Common Stock held outright, 100,000 shares of Series B 7% Convertible
Preferred Stock ("Series B Preferred Stock") and 555,556 Common Stock Purchase
Warrants (the "Warrants"). Except for the Ownership Limitation described below,
the Reporting Persons' 100,000 shares of Series B Preferred Stock would be
convertible into 740,741 shares of Common Stock, and the Reporting Persons'
555,556 Warrants would be exercisable for 555,556 shares of Common Stock.
However, in accordance with the terms of such securities, the amount of shares
of Common Stock into which the Reporting Persons' shares of Series B Preferred
Stock and Warrants are convertible or exchangeable is limited to that amount
which would result in the Reporting Persons together having beneficial ownership
of Common Stock not exceeding 9.99% of all of the outstanding shares of Common
Stock (the "Ownership Limitation").
Therefore, as a result of the Ownership Limitation, the Reporting
Persons beneficially own an aggregate of 491,449 shares of Common Stock,
constituting 9.99% of all of the outstanding shares of Common Stock. The
Reporting Persons expressly disclaim beneficial ownership of any shares of
Common Stock in excess of the Ownership Limitation.
(b) Each of the Reporting Persons has the sole power to vote or direct
the vote of, and to dispose or direct the disposition of, the shares of Common
Stock beneficially owned by it.
(c) The following transactions were effected by the Reporting Persons
during the past sixty (60) days:
On May 10, 1999 Mr. Maounis purchased 18,200 shares of Common Stock at a
price of $10.75 per share. On May 11, 1999 Mr. Maounis purchased 1,800 shares of
Common Stock at a price of $10.75 per share. Each of these purchases were made
over-the-counter.
On October 1, 2000 Paloma Strategic Fund, L.P. transferred to its
affiliate, Amaranth Trading L.L.C., 100,000 shares of Series B Preferred Stock
and 555,556 Warrants.
No other transactions with respect to the Common Stock that are
required to be reported on Schedule 13D were effected by the Reporting Persons
during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 7. Material to be Filed as Exhibits
Exhibit B - Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this statement is true, complete and correct.
Dated: November 3, 2000
AMARANTH L.L.C.
By: Amaranth Advisors, L.L.C.,
as Managing Member
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
AMARANTH ADVISORS, L.L.C.
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
/s/ Nicholas M. Maounis
Nicholas M. Maounis
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Educational Video Conferencing, Inc. dated
November 3, 2000, is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
Dated: November 3, 2000
AMARANTH L.L.C.
By: Amaranth Advisors, L.L.C.,
as Managing Member
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
AMARANTH ADVISORS, L.L.C.
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
/s/ Nicholas M. Maounis
Nicholas M. Maounis
