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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d - 101)
Information to be included in statements filed pursuant to
13d-1(a) and amendments thereto filed pursuant to 13d-2(a)
(Amendment No. )*
Avatex Corporation
(Name of Issuer)
$5.00 Cumulative Convertible Preferred Stock
(Title of Class of Securities)
05349F204
(CUSIP Number)
Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel:
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 15, 1998
(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(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 13d-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).
(Continued on the Following Pages)
(Page 1 of 6 Pages)<PAGE>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Elliott Associates, L.P., a Delaware Limited
Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
111,637
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
111,637
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
111,637
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.11%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
ITEM 1. Security and Issuer
This statement relates to the $5.00 Cumulative Convertible
Preferred Stock (the "$5.00 First Series Preferred Stock"), of
Avatex Corporation (the "Issuer"). The Issuer's principal
executive office is located at 5910 North Central Expressway,
Suite 1780, Dallas, Texas 75206.
ITEM 2. Identity and Background
(a)-(c) The name of the person filing this statement
on Schedule 13D is Elliott Associates, L.P., a Delaware limited
partnership, and its wholly-owned subsidiaries ("Elliott").
Paul E. Singer ("Singer") and Braxton Associates, L.P., a
Delaware limited partnership ("Braxton LP"), which is controlled
by Singer, are the general partners of Elliott.
The business address of Elliott is 712 Fifth Avenue, 36th
Floor, New York, New York 10019.
The principal business of Elliott is to purchase, sell,
trade and invest in securities.
SINGER
Singer's business address is 712 Fifth Avenue, 36th
Floor, New York, New York 10019.
Singer's principal occupation or employment is that
of serving as general partner of Elliott and Braxton LP.
BRAXTON LP
The business address of Braxton LP is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
The principal business of Braxton LP is the
furnishing of investment advisory services.
The names, business addresses, and present principal
occupation or employment of the general partners of
Braxton LP are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP<PAGE>
Braxton
Associates,
Inc.<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
The principal
business of
Braxton
Associates, Inc.
is serving as
general partner of
Braxton LP
The name, business address, and present principal
occupation or employment of each director and executive
officer of Braxton Associates, Inc. are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by Elliott in making
purchases of the $5.00 Preferred Stock beneficially owned by it
are set forth below.
SOURCE OF FUNDS: AMOUNT OF FUNDS:
Margin accounts maintained at $1,123,821.85
Smith Barney, Goldman Sachs
and Merrill Lynch.
ITEM 4. Purpose of Transaction
Elliott acquired the $5.00 First Series Preferred Stock
beneficially owned by it in the ordinary course of its trade or
business of purchasing, selling, trading and investing in
securities.
Depending upon market conditions and other factors that it
may deem material, Elliott may purchase additional shares of
$5.00 First Series Preferred Stock or related securities or may
dispose of all or a portion of the $5.00 First Series Preferred
Stock or related securities that it now beneficially owns or may
hereafter acquire.
On April 15, 1998, the Issuer failed to pay the quarterly
dividends on its two series of preferred stock for the sixth
consecutive quarter. On April 21, 1998, Vincent Intrieri, Ralph
DellaCamera, Dan Gropper and Brian Miller (the "Preferred
Directors"), each an employee of Stonington Management Corp., a
Delaware corporation controlled by Singer, were elected to fill
the resulting vacancies on the Issuer's Board of Directors, on
Elliott's initiative, pursuant to the written consent of a
majority of the holders of both series of the Issuer's preferred
stock, including Elliott and Westgate International, L.P.
("Westgate"), a Cayman Islands limited partnership controlled by
Singer.
Elliott and Westgate are dissatisfied with the poor
performance and high compensation of the Issuer's management and
particularly its Co-Chief Executive Officers, Melvyn Estrin and
Abbey Butler, and oppose the Issuer's announced proposal to
merge (the "Merger Plan") the Issuer into a newly-created
subsidiary ("Xetava") and to thereby exchange the outstanding
preferred stock for common stock in the merged entity (without
a vote of the preferred stockholders). Elliott and Westgate
believe that (i) the Merger Plan cannot be legally effected
without the consent of the holders of the Issuer's preferred
stock, (ii) the Merger Plan is unfair in that the holders of the
Issuer's preferred stock would receive substantially less than
fair value, and (iii) the Merger Plan improperly seeks to
entrench management by, among other things, prohibiting the
accumulation of in excess of 5% of the common stock by any
individual or group, establishing a classified board and
prohibiting shareholder action by written consent.
On April 23, 1998, Elliott brought an action in the
Delaware Court of Chancery against the Issuer, Xetava, and each
member of the Issuer's Board of Directors, including Messrs.
Estrin and Butler, to enjoin the Merger Plan based upon the
refusal to permit the holders of each series of the Issuer's
preferred stock to vote on the Merger Plan, breach of fiduciary
duty, and entrenchment.
In addition, on April 23, 1998, the Preferred Directors
brought an action in the Delaware Court of Chancery against the
Issuer to establish their status as directors of the Issuer and
to enforce their right as directors to examine the Issuer's
books and records relating to (i) the Merger Plan, (ii)
compensation paid by the Issuer and related companies to Messrs.
Estrin and Butler, and (iii) the Issuer's failure to pay
dividends on both series of its preferred stock for the past six
quarters.
Elliott and Westgate intend to continue to actively oppose
the Merger Plan and reserve the right to (i) engage in a proxy
solicitation in opposition to the Merger Plan and/or to unseat
one or more directors; and/or (ii) propose an alternate plan to
restructure the Issuer.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 111,637 shares of $5.00
First Series Preferred Stock constituting 17.11% of the
outstanding shares of $5.00 First Series Preferred Stock.
(b) Elliott has the power to vote or direct the vote of,
and to dispose or direct the disposition of, the $5.00 First
Series Preferred Stock beneficially owned by it.
(c) The following transaction in the $5.00 First Series
Preferred Stock was effected by Elliott during the past sixty
(60) days:
Approximate Price Per
Amount of Shares Share (exclusive of
Date Bought (Sold) commissions)
4/15/98 300 $14.50
The above transaction was effected by Elliott on the New
York Stock Exchange.
No other transactions were effected by Elliott during the
past sixty (60) days.
(d) No person other than Elliott has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of $5.00 First Series
Preferred Stock beneficially owned by Elliott.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
Elliott and Westgate have agreed to act in concert and
thereby constitute a "group" with respect to the other
outstanding classes of the Issuer's securities, which are held
by both Elliott and Westgate.
ITEM 7. Material to be Filed as Exhibits
None<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information with
respect to it set forth in this statement is true, complete, and
correct.
Dated: April 23, 1998
ELLIOTT ASSOCIATES, L.P.
By:/s/ Paul E. Singer
Paul E. Singer
General Partner
