SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 5)*
Avatex Corporation
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
05349F105
(CUSIP Number)
Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth Avenue,
New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 7, 1999
(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 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 8)
<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)[x]
(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
368,645
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
368,645
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,645
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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)[x]
(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
354,505
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
354,505
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
354,505
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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)[x]
(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
354,505
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
354,505
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
354,505
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(a) with respect to the
shares of common stock, par value $.01 (the "Common Stock") of Avatex
Corporation (the "Issuer") beneficially owned by the Reporting Persons specified
herein as of December 16, 1999 and amends and supplements the Schedule 13D dated
as of April 9, 1998 filed by the Reporting Persons, as amended (the "Schedule
13D"), and supersedes the Schedules 13D filed by the Reporting Persons with
respect to the Issuer's formerly outstanding classes of Preferred Stock. Except
as set forth herein, the Schedule 13D, as previously amended, is unmodified.
ITEM 4. PURPOSE OF TRANSACTION
Each of Elliott and Westgate acquired the Common 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 Common
Stock.
As previously disclosed in the Schedule 13D, on April 23, 1998 Elliott
brought an action in the Delaware Court of Chancery against the Issuer, Xetava
Corporation, and each member of the Issuer's Board of Directors to enjoin the
Issuer's merger with Xetava (Elliott Associates, L.P. v. Avatex Corporation et
al., CA 16336) (the "Action"). On June 18, 1999 Elliott and the Issuer agreed to
settle the Action and entered into a Stipulation of Settlement. The settlement
was consummated on December 7, 1999. As a result of the merger into Xetava (the
"Merger"), Elliott received, in addition to cash, notes and deferred contingent
cash rights, warrants ("Warrants") to purchase a total of 368,645 shares of
Common Stock in exchange for its shares of $5.00 Cumulative Convertible
Preferred Stock and $4.20 Cumulative Exchangeable Preferred Stock, Series A
("4.20 Series A Preferred Stock") at an exercise price of $2.25 per share; and
Westgate received in exchange for its shares of 4.20 Series A Preferred Stock,
in addition to cash, notes and deferred contingent cash rights, warrants to
purchase 354,505 shares of Common Stock at an exercise price of $2.25 per share.
In connection with such settlement, the Reporting Persons entered into
a Stockholders' Agreement with the Issuer wherein the Reporting Persons agreed
to the following:
1. For a period of ten years, not to acquire any additional equity
securities of the Issuer or seek to influence or control the management or
policies of the Issuer; and
2. To release the Issuer and its directors from liability for matters
in connection with the Issuer's proposed merger with Xetava.
Prior to the effectiveness of the Merger, each of Dan Gropper, Ralph
DellaCamera, Vincent Intrieri and Brian Miller, the designees of the preferred
stockholders on the Issuer's Board of Directors, resigned as a director of the
Issuer.
Except as set forth herein, none of Elliott, Westgate or Martley 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.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 368,645 shares of Common Stock through
its ownership of Warrants, constituting 1.8% of the outstanding shares of Common
Stock.
Westgate beneficially owns 354,505 shares of Common Stock
through its ownership of Warrants, constituting 1.8% of the outstanding shares
of Common Stock.
Elliott and Westgate together beneficially own 723,150 shares
of Common Stock, constituting 3.6% of all outstanding shares of Common Stock.
(b) Elliott has the power to vote or direct the vote of, and to dispose
or direct the disposition of, the Common Stock beneficially owned by it.
Westgate has the shared power with Martley to vote or direct the
disposition of, the Common Stock beneficially 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 transaction was effected by Elliott during the past
sixty (60) days:
Amount of Approximate Price Per
Shares Share (exclusive of
Date Security Sold commissions
12/7/99 Common 417,600 $2.00
The above transaction was effected by Elliott privately with Phar-Mor,
Inc.
The following transaction was effected by Westgate during the past
sixty (60) days:
Approximate Price Per
Amount of Share (exclusive of
Date Security Shares Sold commissions)
12/7/99 Common 416,300 $2.00
The above transaction was effected by Westgate privately with Phar-Mor,
Inc.
Except pursuant to the Merger itself, 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 Common 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 Common 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, except as disclosed in Item 4 above.
<PAGE>
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:
December 16, 1999 ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul E. Singer
Paul E. Singer
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.,
as attorney-in-fact
By: /s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By: /s/ Paul E. Singer
Paul E. Singer
President
