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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)
$4.20 Cumulative Exchangeable Preferred Stock, Series A
(Title of Class of Securities)
05349F303
(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 12 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
547,613
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
547,613
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
547,613
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.70%
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>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Westgate International, L.P., a Cayman Islands
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
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
661,797
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
661,797
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
661,797
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.35%
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>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Martley International, Inc., a Delaware corporation
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
0
8 SHARED VOTING POWER
661,797
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
661,797
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
661,797
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.35%
14 TYPE OF REPORTING PERSON*
CO
*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 $4.20 Cumulative
Exchangeable Preferred Stock, Series A (the "$4.20 Series A
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 names of the persons filing this
statement on Schedule 13D are: Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned
subsidiaries ("Elliott"), Westgate International, L.P., a
Cayman Islands limited partnership ("Westgate"), and Martley
International, Inc., a Delaware corporation ("Martley"). 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. Hambledon, Inc.,
a Cayman Islands corporation ("Hambledon"), is the sole
general partner of Westgate. Martley is the investment
manager for Westgate. Martley expressly disclaims equitable
ownership of and pecuniary interest in any $4.20 Series A
Preferred Stock.
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 and president of Martley.
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 and
President of
Martley<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 and
President of
MartleyWESTGATE
The business address of Westgate is Westgate
International, L.P., c/o Midland Bank Trust Corporation
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman,
Cayman Islands, British West Indies.
The principal business of Westgate is to purchase, sell,
trade and invest in securities.
The name, business address, and present principal
occupation or employment of the general partner of Westgate
are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Hambledon,
Inc.<PAGE>
c/o Midland Bank
Trust Corporation
(Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West
Indies<PAGE>
General partner of
Westgate
HAMBLEDON, INC.
The name, business address, and present principal
occupation or employment of each director and executive
officer of Hambledon are as follows:
<PAGE>
NAME ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
Martley
MARTLEY INTERNATIONAL, INC.
The business address of Martley is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of Martley is to act as
investment manager for Westgate.
The name, business address, and present principal
occupation or employment of each director and executive
officer of Martley 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 and
President of
Martley
(d) and (e)During the last five years, none of the
persons or entities above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) 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.
(f) All of the natural persons listed above are
citizens of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by Elliott in making
purchases of the $4.20 Series A Preferred Stock beneficially
owned by it are set forth below.
SOURCE OF FUNDS: AMOUNT OF FUNDS:
Working capital and margin accounts$6,163,445.28
maintained at, Merrill Lynch and
Morgan Stanley.
The source and amount of funds used by Westgate in
making purchases of the $4.20 Series A Preferred Stock
beneficially owned by it are set forth below.
SOURCE OF FUNDS: AMOUNT OF FUNDS:
Working capital and margin accounts$6,040,185.94
maintained at Merrill Lynch,
Goldman Sachs and Morgan Stanley.
<PAGE>
ITEM 4. Purpose of Transaction
Each of Elliott and Westgate acquired the $4.20 Series A
Preferred Stock beneficially owned by it in the ordinary
course of its trade or business of purchasing, selling,
trading and investing in securities. Martley has acted as
investment manager with respect to Westgate's acquisition of
beneficial ownership of $4.20 Series A Preferred Stock.
Depending upon market conditions and other factors that
it may deem material, each of Elliott and Westgate may
purchase additional shares of $4.20 Series A Preferred Stock
or related securities or may dispose of all or a portion of
the $4.20 Series A 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.
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 547,613 shares of $4.20
Preferred Stock constituting 12.70% of the outstanding shares
of $4.20 Series A Preferred Stock.
Westgate beneficially owns 661,797 shares of $4.20
Preferred Stock constituting 15.35% of the outstanding shares
of $4.20 Series A Preferred Stock.
Elliott and Westgate together beneficially own 1,209,410
shares of $4.20 Series A Preferred Stock, constituting 28.05%
of all outstanding shares of $4.20 Series A Preferred Stock.
(b) Elliott has the power to vote or direct the vote
of, and to dispose or direct the disposition of, the $4.20
Series A Preferred Stock beneficially owned by it.
Westgate has the shared power with Martley to vote or
direct the vote of, and to dispose or direct the disposition
of, the $4.20 Series A Preferred Stock owned by Westgate.
Information regarding each of Westgate and Martley for the
purposes of subparagraph (b) of this Item 5 is set forth in
Item 2 above and expressly incorporated by reference herein.
(c) The following transactions in the $4.20 Series A
Preferred Stock were effected by Elliott during the past sixty
(60) days:
Approximate Price Per
Amount of Shares Share (exclusive of
Date Bought (Sold) commissions)
4/3/98 109,913 $13.50
4/3/98 (200,000) $13.56
4/3/98 200,000 $13.50
The above transactions were effected by Elliott either
privately in New York or on the New York Stock Exchange.
The following transaction in the $4.20 Series A
Preferred Stock was effected by Westgate during the past sixty
(60) days:
Approximate Price Per
Amount of Shares Share (exclusive of
Date Bought (Sold) commissions)
4/3/98 110,000 $13.50
The above transaction was effected by Westgate on the
New York Stock Exchange.
No other transactions were effected by Elliott or
Westgate 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 $4.20 Series A
Preferred Stock beneficially owned by Elliott.
No person other than Westgate 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 $4.20 Series A
Preferred Stock beneficially owned by Westgate and Martley.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
None
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement<PAGE>
SIGNATURE
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: April 23, 1998
ELLIOTT ASSOCIATES, L.P.
By:/s/ Paul E. Singer
Paul E. Singer
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc., as
Investment Manager
By:/s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By:/s/ Paul E. Singer
Paul E. Singer
President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13D with respect to the $4.20 Series A Preferred
Stock of Avatex Corporation, dated April 23, 1998, 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 as of: April 23, 1998
ELLIOTT ASSOCIATES, L.P. WESTGATE INTERNATIONAL, L.P.
By:/s/ Paul E. Singer By: Martley International,
Paul E. Singer Inc.,
General Partner as Investment Manager
By:/s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By:/s/ Paul E. Singer
Paul E. Singer
President
