SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Petrie Stores Liquidating Trust
(Name of Issuer)
Units of Beneficial Interest
(Title of Class of Securities)
716437108
(Cusip Number)
David C. Haley
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, Texas 76102
(817) 870-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 1997
(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 [ ].
*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>
1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3) (1)
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
7. Sole Voting Power: 2,939,653 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: 2,918,000 (2)(3)
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,939,653 (1)(2)
Person
With
10. Shared Dispositive Power: 2,918,000 (2)(3)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,857,653 (1)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.2%
14. Type of Reporting Person: PN
- ----------------------------
(1) The Units of Beneficial Interests were purchased by HBK Securities
Ltd. HBK Investments L.P. has sole voting and dispositive power
over these Units pursuant to an Investment Management Agreement with
HBK Securities Ltd. Accordingly, HBK Securities Ltd. has no
beneficial ownership of such shares.
(2) Power is exercised by its general partner, HBK Partners II L.P.,
whose general partner is HBK Management L.L.C.
(3) Represents Units of Beneficial Interest purchased by HBK Finance
L.P. HBK Investments L.P. has shared voting and dispositive power
over these Units pursuant to an Amended and Restated Management
Agreement.
<PAGE>
1. Name of Reporting Person:
HBK Main Street Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
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
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.0%
14. Type of Reporting Person: PN
<PAGE>
1. Name of Reporting Person:
HBK Finance L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
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
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 2,918,000 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 2,918,000 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,918,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.6%
14. Type of Reporting Person: BD
- ----------------------------
(1) Power is exercised by its general partner, HBK Fund L.P., whose
general partner is HBK Capital L.P., whose general partner is HBK
Partners I L.P., whose general partner is HBK Management L.L.C.
Power is shared with HBK Investments L.P. pursuant to an Amended and
Restated Management Agreement.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend the Schedule 13D Statement of HBK
Investments L.P. dated April 1, 1996, as amended by Amendment No. 1 dated
September 16, 1996, Amendment No. 2 dated October 4, 1996, Amendment No. 3
dated December 10, 1996 and Amendment No. 4 dated February 25, 1997 (the
"Schedule 13D"), relating to the Units of Beneficial Interest of Petrie Stores
Liquidating Trust. Unless otherwise indicated, all defined terms used herein
shall have the same meanings as those set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
Paragraph 2(a) of Item 2 is hereby partially amended by adding at
the end thereof the following:
On March 25, 1997, Main Street ceased to be a Reporting Person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in its entirety to read as follows:
The source and amount of the funds used or to be used by each of the
Reporting Persons to purchase the Units are set forth below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1)(2) $ 7,976,906
Main Street Working Capital
and Other (1) $ 0
Finance Working Capital
and Other (1) $ 7,049,081
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. A portion of the funds reported herein was obtained from Bear
Stearns & Co., Inc. as margin loans to acquire the Units, and the remainder
was obtained from Working Capital.
(2) The Units were purchased by HBK Securities Ltd., which has no
beneficial ownership of such Units.
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(c) of Item 5 are hereby amended in their entirety to
read as follows:
(a)
Reporting Persons
Pursuant to an Investment Management Agreement with HBK Securities
Ltd. and an Amended and Restated Management Agreement with Fund and Capital,
the aggregate number of Units that Investments owns beneficially, pursuant to
Rule 13d-3 of the Act, is 5,857,653, which constitutes approximately 11.2% of
the outstanding Units.
Main Street is not the beneficial owner of any Units.
The aggregate number of Units that Finance owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,918,000, which constitutes
approximately 5.6% of the outstanding Units.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 5,857,653 Units, which constitutes approximately 11.2% of
the outstanding Units.
Each of (1) Fund, as sole general partner of each of Main Street and
Finance, (2) Capital, as sole general partner of Fund, and (3) Partners I, as
sole general partner of Capital, may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 2,918,000 Units, which constitutes
approximately 5.6% of the outstanding Units.
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 5,857,653 Units, which constitutes approximately 11.2% of the
outstanding Units.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any Units.
(b)
Reporting Persons
Pursuant to an Investment Management Agreement with HBK Securities
Ltd., and acting through its general partner, Partners II, Investments has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 2,939,653 Units. Pursuant to an Amended and Restated
Management Agreement with Fund and Capital, and acting through its general
partner, Partners II, Investments has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 2,918,000 Units.
Main Street has no power to vote or to direct the vote or to dispose
or to direct the disposition of any Units.
Acting through its general partner, Fund, Finance has the shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 2,918,000 Units.
Controlling Persons
Acting through its general partner, Management, and in its capacity
as the general partner of Investments, Partners II has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,939,653
Units and the shared power to vote or to direct the vote and to dispose or to
direct the disposition of 2,918,000 Units.
Acting through its general partner, Capital, and in its capacity as
the general partner of each of Main Street and Finance, Fund has the shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 2,918,000 Units.
Acting through its general partner, Partners I, and in its capacity
as the general partner of Fund, Capital has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 2,918,000
Units.
Acting through its general partner, Management, and in its capacity
as the general partner of Capital, Partners I has the shared power to vote or
to direct the vote and to dispose or to direct the disposition of 2,918,000
Units.
In its capacity as the general partner of Partners I and Partners
II, Management has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 5,857,653 Units.
Managers
In his capacity as a controlling person of Management, each of the
Managers has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 5,857,653 Units.
(c)
During the past 60 days, the Item 2 Persons have purchased Units in
over-the-counter transactions on NASDAQ, as follows:
NUMBER OF UNITS PRICE PER
PURCHASED OR UNIT
ITEM 2 PERSON DATE SOLD
Investments (1) 10/07/97 100,000 $ 3.27
Investments (1) 10/30/97 2,490 3.18
Investments (1) 10/31/97 7,620 3.18
Investments (1) 11/03/97 1,000 3.20
Investments (1) 11/04/97 4,000 3.23
Investments (1) 11/04/97 500 3.25
Investments (1) 11/07/97 12,500 3.25
Investments (1) 11/18/97 98,388 3.21
Finance 11/18/97 80 3.21
(1) The Units were purchased by HBK Securities Ltd., which has no beneficial
ownership of such Units pursuant to an Investment Management Agreement with
Investments.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended in its entirety to read as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.<PAGE>
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
DATED: November 19, 1997
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (3)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. previously has been filed
with the Securities and Exchange Commission.
(3) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (3)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. previously has been filed
with the Securities and Exchange Commission.
(3) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
