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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
PETRIE STORES LIQUIDATING TRUST
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(Name of Issuer)
UNITS OF BENEFICIAL INTEREST
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(Title of Class of Securities)
716437 10 8
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(CUSIP Number)
H. Michael Reese
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, TX 76102
(817) 870-6100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 20, 1996
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(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: [ ]
Check the following box if a fee is being paid with the statement: [X]
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SCHEDULE 13D
CUSIP NO. 716437 10 8
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HBK Investments L.P.
#75-2622581
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC, OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF 2,626,500
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 2,626,500
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,626,500
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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(14) TYPE OF REPORTING PERSON*
PN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the units
of beneficial interest (collectively, the "Beneficial Interests") in the Petrie
Stores Liquidating Trust (the "Issuer"). The address of the principal executive
offices of the Issuer is 70 Enterprise Avenue, Secausus, New Jersey 07094.
Item 2. Identity and Background.
(a) - (c), (f) This Statement is being filed on behalf of HBK
Investments L.P., a Delaware limited partnership ("HBKI"). The principal
business of HBKI is acting as investment manager to two investment funds. HBKI
is controlled by HBK Partners II L.P., a Delaware limited partnership the
principal business of which is serving as the general partner of HBKI, which in
turn is controlled by HBK Management L.L.C., a Delaware limited liability
company the principal business of which is serving as the general partner of
HBK Partners II L.P. and an affiliated entity ("HBK Management"). The business
address of HBKI, HBK Partners II L.P., and HBK Management is 777 Main Street,
Suite 2750, Fort Worth, TX 76102. The individual members of HBK Management
include Harlan Korenvaes, Ken Hirsh, Laurence Lebowitz, William Rose, and
Richard Booth, each of whom is a U.S. citizen, is an officer of HBKI, and has
the same business address in Fort Worth, Texas.
(d) - (e) During the past five years, none of the foregoing persons
has been convicted in a criminal proceeding or been a party to a civil
proceeding, in either case of the type specified in Items 2(d) or 2(e) of
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by HBKI for the purchase of the
Beneficial Interests described herein was approximately $7,142,257. Of that
amount, a portion was obtained from Bear, Stearns & Co. Inc. as margin loans
and the remainder was obtained from working capital.
Item 4. Purpose of Transaction.
HBKI acquired the Beneficial Interests in the ordinary course of
business for investment purposes. HBKI does not have any plans or proposals
which relate to or would result in any of the actions or transactions specified
in clauses (a) through (j) of Item 4 of Schedule 13D. HBKI reserves the right
to acquire or dispose of Beneficial Interests, or to formulate other purposes,
plans or proposals regarding the Issuer or the Beneficial Interests held by
HBKI to the extent deemed advisable in light of general investment policies,
market conditions and other factors.
Item 5. Interest in Securities of the Issuer.
(a) - (b) At March 20, 1996, HBKI beneficially owned, as investment
adviser to the Funds (as defined below), 2,626,500 Beneficial Interests,
constituting approximately 5.0% of the 52,350,238 issued and outstanding
Beneficial Interests, as reported in the Issuer's Registration Statement on
Form 8-B dated as of December 18, 1995. HBKI, as investment adviser to the
Funds, has sole voting and dispositive power with respect to such Beneficial
Interests.
(c) In the past sixty days, HBKI has effected transactions in the
Beneficial Interests identified on Exhibit B, which is incorporated herein by
reference. All of the transactions were effected through registered broker
dealers on the open market.
(d) Each of HBK Fund L.P., a Delaware limited partnership ("HBK
Fund") that is a private investment partnership for qualified U.S. taxable
investors, and HBK Offshore Fund Ltd., a Cayman Islands exempt company ("HBK
Offshore Fund" and, together with HBK Fund, the "Funds") that is an investment
vehicle for non-U.S. investors and U.S. tax-exempt investors, has the right to
receive or the
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power to direct the receipt of dividends from, or the proceeds from the sale
of, the Beneficial Interests held by it. HBK Finance L.P., a Delaware
subsidiary partnership of HBK Fund, holds 2,261,300 of the Beneficial
Interests. HBK Securities Ltd., a Cayman Islands exempt company that is a
subsidiary of HBK Offshore Fund, holds 365,200 of the Beneficial Interests.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
A. Authorization Certificate
B. List of transactions
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
HBK INVESTMENTS L.P.
By:/s/ H. MICHAEL REESE
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H.. Michael Reese
Chief Financial Officer
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EXHIBIT A
HBK INVESTMENTS L.P.
AUTHORIZATION CERTIFICATE
Reference is made to that certain Amended and Restated Agreement of
Limited Partnership of HBK Investments, L.P., a Delaware limited partnership
(the "Partnership"), dated as of January 1, 1996 (the "Agreement"). All
capitalized terms which are not defined herein shall have the meanings set
forth in the Agreement.
The undersigned, being the sole General Partner in the Partnership,
pursuant to Section 7.1 of the Agreement, does hereby authorize Harlan B.
Korenvaes, Kenneth M. Hirsh, Laurence H. Lebowitz, William E. Rose, Richard L.
Booth, Jr. and H. Michael Reese to act for and on behalf of the Partnership and
to execute such documents, make such filings, seek such approvals and take such
actions as may be necessary or advisable in order to carry out the purposes of
the foregoing authorization and the intent thereof.
IN WITNESS WHEREOF, the undersigned has executed this Authorization
Certificate as of the 1st of January, 1996.
GENERAL PARTNER:
HBK PARTNERS II L.P.,
a Delaware limited partnership
By: HBK MANAGEMENT LLC,
a Delaware limited liability
company, its sole general partner
By:/s/ HARLAN B. KORENVAES
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Harlan B. Korenvaes
President
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EXHIBIT B
<TABLE>
<CAPTION>
Price/Beneficial Interest # of Beneficial Interests
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<S> <C> <C>
1/30/96 Buy 2.2500 50,000
1/30/96 Buy 2.1875 50,000
1/30/96 Buy 2.1250 27,000
1/31/96 Buy 2.1250 10,000
2/5/96 Buy 2.3750 16,500
2/15/96 Buy 2.5300 10,000
2/16/96 Buy 2.5300 8,000
2/21/96 Buy 2.5540 27,000
2/22/96 Buy 2.7480 18,000
2/23/96 Buy 2.6700 5,000
2/27/96 Buy 2.6550 9,000
2/29/96 Buy 2.6550 16,000
3/4/96 Buy 2.7950 4,200
3/5/96 Buy 2.8430 4,000
3/6/96 Buy 2.8270 81,000
3/7/96 Buy 2.9380 12,500
3/11/96 Buy 2.8750 91,000
3/13/96 Buy 3.0300 85,000
3/14/96 Buy 2.9800 17,500
3/15/96 Buy 2.9900 50,000
3/20/96 Buy 2.7500 20,000
</TABLE>
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