SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Casmyn Corp.
(Name of Issuer)
Common Stock, par value $0.04
(Title of Class of Securities)
1476191002
(CUSIP Number)
Lawrence D. Hui, 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)
June 2, 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 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>
SCHEDULE 13D
Page 22 of 22
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*
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
12,169,783
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
12,169,783
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,169,783
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
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*
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
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
12,169,783
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
12,169,783
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
12,169,783
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
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
12,169,783
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
12,169,783
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
12,169,783
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JMG Capital Partners, 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*
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
23,615,996
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
23,615,996
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,615,996
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.90%
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)
Edmond O'Donnell
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
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
25,781,701
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
25,781,701
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
25,781,701
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>
ITEM 1. Security and Issuer
This statement relates to the common stock, par value $0.04 (the
"Common Stock") of Casmyn Corp. (the "Issuer"). The Issuer's principal executive
office is located at 28720 Canwood Street, Suite 207, Agoura Hills, California
91301.
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"), Martley International, Inc., a
Delaware corporation ("Martley"), JMG Capital Partners, L.P., a California
limited partnership ("JMG") and Edmond O'Donnell, an individual ("O'Donnell").
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 Common Stock.
JMG Capital Management, LLC, a Delaware limited liability company
("JCM"), is the General Partner of JMG. Jonathan Glaser ("Glaser")is the
Managing Member of JCM.
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 ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue 36th Floor General partner of Elliott
New York, New York 10019 and Braxton LP and
President of Martley
Braxton Associates, Inc.
712 Fifth Avenue 36th Floor The principal business of
New York, New York 10019 Braxton Associates, Inc. is
serving as general partner
of Braxton LP
The name, business address, and present principal occupation or
employment of the sole director and executive officer of Braxton Associates,
Inc. are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Braxton LP and
New York, New York 10019 President of Martley
WESTGATE
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 ADDRESS OCCUPATION
Hambledon, Inc. c/o Midland Bank Trust General partner of Westgate
Corporation (Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West Indies
HAMBLEDON, INC.
The name, business address, and present principal occupation or
employment of the sole director and executive officer of Hambledon are as
follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Braxton LP and
New York, New York 10019 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 the sole director and executive officer of Martley are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Braxton LP and
New York, New York 10019 President of Martley
JMG
The business address of JMG is 1999 Avenue of the Stars, Suite 2530,
Los Angeles, California 90067.
The principal business of JMG is to purchase, sell, and invest in
securities for its own account.
JCM
The business address of JCM is 1999 Avenue of the Stars, Suite 2530,
Los Angeles, California 90067.
The principal business of JCM is to act as the General Partner of JMG.
Glaser
Glaser's business address is 1999 Avenue of the Stars, Suite 2530, Los
Angeles, California 90067.
Glaser's principal occupation or employment is acting as the Managing
Member of JCM.
O'Donnell
O'Donnell's business address is 150 Motor Parkway, Suite 311,
Hauppauge, New York 11788.
O'Donnell's principal occupation is private investor.
(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 its purchases
of the shares of Common Stock beneficially owned by it are set forth below:
<PAGE>
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $2,532,800
The source and amount of funds used by Westgate in making its purchases
of the shares of Common Stock beneficially owned by it are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $2,532,800
The source and amount of funds used by JMG in making its purchases of
the shares of Common Stock beneficially owned by it are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $66,000
The source and amount of funds used by O'Donnell in making its
purchases of the shares of Common Stock beneficially owned by it are set forth
below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $170,000
ITEM 4. Purpose of Transaction
Each of Elliott, Westgate, JMG and O'Donnell acquired the Common Stock
beneficially owned by it or him in the ordinary course of its or his 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.
Depending upon market conditions and other factors that it may deem
material, each of Elliott, Westgate, JMG or O'Donnell 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 or he now beneficially owns or
may hereafter acquire.
On June 2, 1999, Elliott, JMG and O'Donnell sent a letter to the
Issuer's Board of Directors proposing amendments to the Issuer's Articles of
Incorporation and calling for a special meeting of the Issuer's shareholders to
consider and vote on such amendments (a copy of this letter is attached hereto
as Exhibit B). The proposed amendments call for an increase in the Issuer's
authorized share capital, to be followed by a one for five hundred reverse stock
split of the Common Stock and a conversion of each share of Preferred Stock into
8.5 shares of post-reverse split Common Stock. These amendments, if approved by
the Issuer's shareholders and effected by the Issuer, would result in the
current holders of Preferred Stock owning approximately 90% of the issued and
outstanding shares of Common Stock following the completion of the
above-described reverse stock split and conversion.
Except as set forth herein, none of Elliott, Westgate, Martley, JMG or
O'Donnell 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) In accordance with the ownership limitation described below,
Elliott beneficially owns an aggregate of 12,169,783 shares of Common Stock,
constituting 4.99% of all of the outstanding shares of Common Stock.
Elliott currently holds 11,864,495 shares of Common Stock outright and
holds 111,981 shares of the Issuer's First Convertible Preferred Stock
("Preferred Stock") which would, but for the ownership limitation described
below, be convertible into 1,376,815,712 shares of Common Stock. In accordance
with Rule 13d-4 under the Securities Exchange Act of 1934, Elliott disclaims
beneficial ownership of 1,364,645,929 shares of Common Stock, since the amount
of shares of Common Stock into which Elliott, Westgate, and Martley's shares of
Preferred Stock are convertible is limited, pursuant to the terms of a Purchase
Agreement dated as of April 11, 1997 entered into by Elliott and the Issuer, to
that amount which would result in Elliott, Westgate and Martley together having
beneficial ownership of Common Stock not exceeding 5% of all of the outstanding
shares of Common Stock.
Together, and in accordance with the ownership limitation described
below, Westgate and Martley beneficially own an aggregate of 12,169,783 shares
of Common Stock, constituting 4.99% of all of the outstanding shares of Common
Stock.
Westgate currently holds 112,620 shares of Preferred Stock which would,
but for the ownership limitation described below, be convertible into
1,384,672,270 shares of Common Stock. In accordance with Rule 13d-4 under the
Securities Exchange Act of 1934, Westgate and Martley each disclaims beneficial
ownership of 1,372,502,487 shares of Common Stock, since the amount of shares of
Common Stock into which Elliott, Westgate, and Martley's shares of Preferred
Stock are convertible is limited, pursuant to the terms of a Purchase Agreement
entered into by Elliott and the Issuer (to which Westgate is bound), to that
amount which would result in Elliott, Westgate and Martley together having
beneficial ownership of Common Stock not exceeding 5% of all of the outstanding
shares of Common Stock.
In accordance with the above described ownership limitations, Elliott,
Westgate and Martley's aggregate beneficial ownership of Common Stock equals
12,169,783 shares, comprising 4.99% of all of the outstanding shares of Common
Stock, and beneficial ownership of any additional shares is expressly
disclaimed.
JMG currently holds 1,976,650 shares of Common Stock outright and holds
1,760 shares of Preferred Stock which are convertible into 21,639,346 shares of
Common Stock, together constituting 8.90% of all of the outstanding shares of
Common Stock.
In accordance with the ownership limitation described below, O'Donnell
beneficially owns an aggregate of 25,781,701 shares of Common Stock,
constituting 9.99% of all of the outstanding shares of Common Stock.
O'Donnell currently holds 11,284,758 shares of Common Stock outright
and holds 5,557 shares of Preferred Stock which would, but for the ownership
limitation described below, be convertible into 68,323,777 shares of Common
Stock. In accordance with Rule 13d-4 under the Securities Exchange Act of 1934,
O'Donnell disclaims beneficial ownership of 53,826,834 shares of Common Stock,
since the amount of shares of Common Stock into which O'Donnell's shares of
Preferred Stock are convertible is limited, pursuant to the terms of a Purchase
Agreement entered into by O'Donnell and the Issuer, to that amount which would
result in O'Donnell having beneficial ownership of Common Stock not exceeding
10% of all of the outstanding shares of Common Stock.
(b) Elliott 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.
Westgate has the shared power with Martley to vote or direct the vote
of, and to dispose or direct the disposition of, the shares of Common Stock
owned by Westgate. Information regarding each of Westgate and Martley is set
forth in Item 2 of this Schedule 13D and is expressly incorporated by reference
herein.
JMG 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.
O'Donnell 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 him.
(c) On May 18, 1999, Elliott converted 1,114 shares of its Preferred
Stock into 9,131,148 shares of Common Stock.
On May 17, 1999, O'Donnell converted 550 shares of his Preferred Stock
into 11,270,492 shares of Common Stock.
No other transactions with respect to the Common Stock were effected by
Elliott, Westgate, Martley, JMG or O'Donnell 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 and Martley 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.
No person other than JMG 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 JMG.
No person other than O'Donnell 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 O'Donnell.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
See Items 4 and 5(a) above.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
Exhibit B - Proposal for Amendment of Articles of
Incorporation
<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: June 11, 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
JMG CAPITAL PARTNERS, L.P.
By: /s/ Jonathan Glaser
Jonathan Glaser
Managing Member of the
General Partner
/s/ Edmond O'Donnell
Edmond O'Donnell
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Casmyn Corp. dated June 11, 1999, 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: June 11, 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
JMG CAPITAL PARTNERS, L.P.
By: /s/ Jonathan Glaser
Jonathan Glaser
Managing Member of the
General Partner
/s/ Edmond O'Donnell
Edmond O'Donnell
<PAGE>
EXHIBIT B
June 2, 1999
The Board of Directors
Casmyn Corp.
28720 Canwood Street
Suite 207
Agora Hills, California 91301
Re: Proposal for Amendment of Articles of Incorporation; Call for Special
Meeting of Shareholders
Gentlemen:
The undersigned being (respectively) the holders of more than 10% of
the outstanding Common Shares and the holders of more than 10% of the
outstanding shares of First Convertible Preferred Stock of the Corporation,
hereby propose, pursuant to Section 7-107-102(b) of the Colorado Business
Corporations Act, the following amendments of the Articles of Incorporation of
the Corporation:
1. The first paragraph of Article FOURTH of the Articles of
Incorporation shall be amended to read as follows:
"The total number of shares of all classes which the
Corporation shall have authority to issue is
2,500,000,000 of which 20,000,000 shall be Preferred
Shares, par value $.10 per share, and 2,480,000,000
shall be Common Shares, par value $.04 per share, and
the designations, preferences, limitations and relative
rights of the shares of each class are as follows:"
2. Article FOURTH of the Articles of Incorporation shall be amended by
inserting an additional paragraph as the first paragraph of said Article, as
follows:
"The Common Shares outstanding on the Effective Date
hereof shall be consolidated, combined and
reconstituted to effect a one for five hundred reverse
stock split of such Common Shares such that each Common
Share outstanding on the Effective Date shall become
one five hundredth (1/500) of a reconstituted Common
Share and five hundred Common Shares outstanding on the
Effective Date shall become one reconstituted Common
Share. Each share of First Convertible Preferred Stock
outstanding on the Effective Date shall be
reclassified, reconstituted and converted into Eight
and one-half (8.50) reconstituted Common Shares.
Thereafter, the former shares of First Convertible
Preferred Stock shall no longer be outstanding and
shall be restored to the status of authorized but
unissued Preferred Shares, the rights and preferences
of which have not been fixed and determined. The
"Effective Date" hereof shall be the day upon which a
Certificate of Amendment of the Articles of
Incorporation of the Corporation setting forth this
paragraph shall be filed with the Secretary of State of
Colorado."
The delivery of certificates for Common Shares issued pursuant to such
reclassification to a holder of First Convertible Preferred Stock shall be
conditioned on receipt from such holder of: (i) certificates representing the
First Convertible Preferred Stock and (ii) a duly executed waiver and
representation letter containing the following:
"Preferred Shareholder's Release.
(i) Except for the obligations created by or arising from this transmittal, and
subject to the terms and conditions set forth herein, the undersigned
holder of First Convertible Preferred Stock (the "Preferred Shareholder")
hereby absolutely and forever releases and discharges Casmyn Corp. (the
"Company") and its shareholders, directors, officers, employees, agents and
other representatives from any and all manner of actions, and causes of
action, in law or in equity, rights suits, debts, liens, contracts,
agreements, promises, losses, costs and expenses (including without
limitation, legal fees), of every kind or character whatsoever, whether
known or unknown, suspected or unsuspected, mature or to mature in the
future, disclosed or undisclosed, concealed or hidden, fixed or contingent,
which as of date of this transmittal, Preferred Shareholder had, now has,
or may hereafter have by reason of any matter, cause or thing whatsoever,
through and including the date hereof, in connection with its ownership of
the Shares (the "Preferred Shareholder's Release Claims").
(ii) It is the intention of Preferred Shareholder that the foregoing general
release shall be effective as a full and final accord and satisfaction and
release of each and every Preferred Shareholder's Released Claims. In
furtherance of this intention, the parties hereto acknowledge that they are
familiar with Section 1542 of the Civil code of the State of California
("Section 1542") which provides as follows:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his
favor at the time of executing the release, which if
known by him must have materially affected this
settlement with the debtor."
Preferred Shareholder, with full knowledge of the
consequences, hereby expressly and voluntarily waives
and relinquishes to the fullest extent possible, with
respect to the matters released herein, any and all
rights or benefits Preferred Shareholder may have
under Section 1542 and under any similar or analogous
law of any other applicable jurisdiction with regard
to the subject matter of this transmittal. Preferred
Shareholder acknowledges that it may not invoke the
rights or benefits of Section 1542 in order to
prosecute any of the Preferred Shareholder's Released
Claims against a released party.
(iii)Preferred Shareholder hereby expressly acknowledges that it or its
attorneys may hereafter discover Preferred Shareholder's Released Claims
presently unknown or unsuspected or facts different from or in addition to
those which they now know or believe to be true with respect to the subject
matter, or any part of, this transmittal, and Preferred Shareholder agrees
that this transmittal and the releases herein given shall be and remain in
full force and effect in all respects, notwithstanding the discovery or
existence of such different or additional facts and/or claims.
(iv) Preferred Shareholder is the sole and lawful owner of all right, title and
interest in and to the Preferred Shareholder's Released Claims herein, and
it has not heretofore assigned or transferred or purported to assign or
transfer to any other person any rights or interests in or to the Preferred
Shareholder's Released Claims or any part or portion of the Preferred
Shareholder's Released Claims."
Representations and Warranties of the Preferred
Shareholders. The Preferred Shareholder hereby
represents and warrants to the Company as follow:
a. Authorization. The execution and delivery of
this letter by the Preferred Shareholder has
been duly authorized, is valid and binding
upon the Preferred Shareholder and its
enforceable in accordance with its terms.
b. No Broker. No agent, broker or other person
acting pursuant to the Preferred
Shareholder's authority will be entitled to
make any claim against the Company for any
commission or finder's fee in connection
with the transaction contemplated by this
transmittal."
The undersigned hereby call a special meeting of the shareholders of
the Corporation to be held as soon as practicable but no later than 60 days from
the date of this letter, to be held at such location as reasonably determined by
the Company's Board of Directors, for the purpose of considering and voting on
the foregoing proposed amendment of the Articles of Incorporation. The
undersigned hereby call upon you to direct the Secretary of the Corporation to
give due notice of the holdings of such special meeting, in accordance with
Section 7-107-105 of the Colorado Business Corporations Act and the Bylaws of
the Corporation, to all holders of Common Shares and First Convertible Preferred
Stock of the Corporation holding their shares of record at the close of business
on the date hereof, and to prepare and deliver to the shareholders, together
with the notice of such meeting, and to file with the Securities and Exchange
Commission, such proxy materials as may be required in order to comply with the
laws and rules administered by said Commission and to comply with the Colorado
Business Corporations Act.
<PAGE>
Holders of Common Shares Date Number of Shares Held
Elliott Associates, L.P.
By:/s/ Paul E. Singer 6/1/99 11,864,495
------------------
Paul E. Singer,
General Partner
/s/ Edmond O'Donnell 6/1/99 11,270,492
Edmond O'Donnell
JMG Capital Partners, LP
By:/s/ Jonathan Glaser 6/1/99 1,976,650
Jonathan Glaser
Managing Member of
the General Partner
Holders of shares
First Convertible Date Number of Preferred Stock
Shares Held
Elliott Associates, L.P.
By:/s/ Paul E. Singer 6/1/99 111,981
------------------ ------
Paul E. Singer,
General Partner
