UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[x] Check box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b)
FORM 4
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Elliott Associates, L.P.
712 Fifth Avenue
New York, New York 10019
2. Issuer Name and Ticker Trading Symbol
Avatex Corporation (AAV)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for (Month/Day/Year)
12/99
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
[ ] Director* [ ] Officer (give title below) [ ] Chairman [x] 10% Owner
[ ] Other (specify below)
7. Individual or Joint/Group Filing (Check applicable line)
[x] Form filed by one Reporting Person [ ] Form filed by more than one
Reporting Person
(Page 1 of 4)
<PAGE>
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
(a) Common Stock
(b) $4.20 Cumulative Exchangeable Series A Preferred Stock
2. Transaction Date (Month/Day/Year)
(a) 12/7/99*
(b) 12/7/99
3. Transaction Code (Inst. 8)
(a) S
(b) J#
V
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount:
(a) 417,600
(b) 547,613
(A) or (D):
(a) D
(b) D
Price:
(a) $2.00
(b) #
5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
(a) None
(b) None
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
(a) D
(b) D
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Not applicable.
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Page 2 of 4)
<PAGE>
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g. puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
(a) Warrants#
(b) $5.00 Cumulative Convertible Preferred Stock
2. Conversion or Exercisable Price of Derivative Security
(a) $2.25
(b) $25.80
3. Transaction Date (Month/Day/Year)
(a) 12/7/99
(b) 12/7/99
4. Transaction Code (Instr. 8)
Code
(a) J#
(b) J#
V
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3,
4 and 5)
(a) (A) 368,645
(D)
(b) (A)
(D) 111,637
6. Date Exercisable and Expiration Date (Month/Day/Year)
(a) Date Exercisable: 3/7/00
Expiration Date: 3/7/05
(b) Date Exercisable: Immediately
Expiration Date: 1/15/03
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
(a) Title: Common Stock
Amount or Number of Shares: 368,645
(b) Title: Common Stock
Amount or Number of Shares: 216,351
8. Price of Derivative Security (Inst. 5)
(a) #
(b) #
(Page 3 of 4)
<PAGE>
9. Number of Derivative Securities Beneficially Owned at End of Month (Instr.
4)
(a) 368,645
(b) None
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
(a) D
(b) D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Not applicable.
Explanation of Responses:
* The Reporting Person's present and former representatives each resigned
as a Director of the Issuer prior to the consummation of the Merger (as defined
below) and each of the other transactions reported on this Form 4.
# The transactions reported in Table I entry (b) and Table II entries (a)
and (b) above represent consideration received by Elliott Associates, L.P.
("Elliott") pursuant to the merger of Xetava Corporation into Avatex Corporation
(the "Merger") which was consummated on December 7, 1999.
In exchange for each share of its $4.20 Cumulative Exchangeable Series A
Preferred Stock, Elliott received pursuant to the Merger (i) $2.9705 in cash,
(ii) $6.623 principal amount of 6.75% notes due 2002 of Avatex Funding, Inc.
("Notes"), (iii) warrants to purchase 0.53567 shares of "new" Avatex common
stock, and (iv) a deferred contingent cash right equal to its pro rata share of
84% of an amount equal to the lesser of $7.5 million or 20% of any net recovery
that Avatex may receive in certain litigation against McKesson HBOC, Inc. et al.
(the "Litigation").
In exchange for each share of its $5 Cumulative Convertible Preferred
Stock, Elliott received pursuant to the Merger (i) $3.7408 in cash, (ii) $8.34
principal amount of Notes, (iii) warrants to purchase 0.67456 shares of "new"
Avatex common stock, and (iv) a deferred contingent cash right equal to its pro
rata share of 16% of an amount equal to the lesser of $7.5 million or 20% of any
net recovery that Avatex may receive in the Litigation.
**Intentional misstatement or omissions of facts constitute Federal
Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
ELLIOTT ASSOCIATES, L.P.
/s/ Paul E. Singer January 12, 2000
-----------------------------------------------------------------------
Paul E. Singer, General Partner
**Signature of Reporting Person Date
(Page 4 of 4)
