SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Aries Ventures Inc.
(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)
April 11, 2000
(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 11 of 11
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.
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
1,293,232
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,293,232
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,293,232
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.2%
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.
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
1,266,264
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,266,264
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,266,264
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6%
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)
Elliott International Capital Advisors, Inc.
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
1,266,264
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,266,264
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,266,264
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. Security and Issuer
This statement is filed pursuant to Rule 13d-2(e) with respect to the
shares of common stock (the "Common Stock") of Aries Ventures Inc. (formerly
known as Casmyn Corp.) (the "Issuer") beneficially owned by the Reporting
Persons specified herein as of May 9, 2000 and amends and supplements the
Schedule 13D dated June 11, 1999 (the "Schedule 13D"). Except as set forth
herein, the Schedule 13D is unmodified.
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 Elliott International Capital
Advisors, Inc., a Delaware corporation ("International Advisors"), which was
formerly known as Martley International, Inc.
Paul E. Singer ("Singer") and Elliott Capital Advisors, L.P., a
Delaware limited partnership ("Capital Advisors"), 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.
International Advisors is the investment manager for Westgate. International
Advisors expressly disclaims equitable ownership of and pecuniary interest in
any Common 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 Capital Advisors and president of International
Advisors.
CAPITAL ADVISORS
The business address of Capital Advisors is 712 Fifth Avenue, 36th Floor,
New York, New York 10019.
<PAGE>
The principal business of Capital Advisors is the furnishing of
investment advisory services.
The names, business addresses, and present principal occupation or
employment of the general partners of Capital Advisors are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue 36th Floor General partner of Elliott
New York, New York 10019 and Capital Advisors and
President of International
Advisors
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 Capital Advisors
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 Capital Advisors and
New York, New York 10019 President of International
Advisor
WESTGATE
The business address of Westgate is Westgate International, L.P., c/o
HSBC Financial Services (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 HSBC Financial General partner of Westgate
Services(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 Capital Advisors and
New York, New York 10019 President of International
Advisors
ELLIOTT INTERNATIONAL CAPITAL ADVISORS, INC.
The business address of International Advisors is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of International Advisors 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 International Advisors
are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Capital Advisors and
New York, New York 10019 President of International
Advisors
<PAGE>
(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:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $1,058,488
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 $943,238
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. International Advisors 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 and Westgate 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 now beneficially owns or may hereafter
acquire.
Elliott, Westgate and International Advisors disclaim any further
existence of a group among them and JMG Capital Partners, L.P. or Edmond
O'Donnell.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 1,293,232 shares of Common Stock,
constituting 31.2% of all of the outstanding shares of Common Stock.
Together, Westgate and International Advisors beneficially own an
aggregate of 1,266,264 shares of Common Stock, constituting 30.6% of all of the
outstanding shares of Common Stock.
Elliott, Westgate and International Advisors' aggregate beneficial
ownership of Common Stock equals 2,559,496 shares, comprising 53.5% 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 International Advisors 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
International Advisors is set forth in Item 2 of this Schedule 13D and is
expressly incorporated by reference herein.
(c) On March 31, 2000, the Issuer's Second Amended Plan of
Reorganization (the "Plan") was confirmed by the United States Bankruptcy Court
for the Central District of California. Pursuant to the Plan, each share of the
Issuer's First Convertible Preferred Stock was converted into 5.27 shares of
Common Stock and the Issuer effected a 1 for 500 reverse stock split, each
effective April 11, 2000. In addition, under the Plan, warrants were issued to
all holders of Common Stock on a one-for-one basis, after giving effect to the
conversion and the reverse split discussed in the previous sentence. All of the
shares of Common Stock currently beneficially owned by Elliott, Westgate and
International Advisors were acquired by such parties pursuant to the Plan.
No other transactions with respect to the Common Stock were effected by
Elliott, Westgate or International Advisors 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.
<PAGE>
No person other than Westgate and International Advisors 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
International Advisors.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Elliott has participated a portion of its shares of Common Stock to
Westgate pursuant to a participation agreement. Elliott disclaims beneficial
ownership of the shares of Common Stock so participated.
<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: May 9, 2000 ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P.,
as general partner
By: Braxton Associates, Inc.,
as general partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
WESTGATE INTERNATIONAL, L.P.
By: Elliott International Capital Advisors, Inc.
as attorney-in-fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS, INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
