SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G AMENDMENT
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Petrie Stores Liquidating Trust
(Name of Issuer)
Units of Beneficial Interest
(Title of Class of Securities)
716437108
(CUSIP Number)
September 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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).
CUSIP No. 716437108
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. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 6,254,300 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: 3,230,500 (2)(3)
Owned By
Each
Reporting 7. Sole Dispositive Power: 6,254,300 (1)(2)
Person
With
8. Shared Dispositive Power: 3,230,500 (2)(3)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
9,484,800 (1)(2)(3)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 18.1%
12. Type of Reporting Person: PN
- --------------
(1) Represents 6,254,300 Units purchased by HBK Offshore Fund Ltd. HBK
Investments L.P. has sole voting and dispositive power over these Units
pursuant to an Investment Management Agreement with HBK Offshore Fund
Ltd. Accordingly, HBK Offshore Fund Ltd. has no beneficial ownership of
such Units. The 13G filed by HBK Investments L.P. on March 19, 1998 (as
amended on January 7, 1999) is hereby amended to reflect that 3,902,553
of such Units were transferred to HBK Offshore Fund Ltd. from HBK
Securities, Ltd. (a wholly owned subsidiary of HBK Offshore Fund Ltd.)
(2) Power is exercised by its general partner, HBK Partners II, L.P., whose
general partner is HBK Management L.L.C.
(3) Includes 3,230,500 Units purchased by HBK Main Street
Investments L.P. HBK Investments L.P. has shared voting and
dispositive power over these Units pursuant to an Amended and Restated
Management Agreement. The 13G filed by HBK Investments L.P., HBK Main
Street Investments L.P. and HBK Finance L.P. on March 19, 1998 (as
amended on January 7, 1999) is hereby amended to reflect that
3,230,500 Units were transferred from HBK Finance L.P. to HBK Main
Street Investments L.P., a partnership under common control with HBK
Finance L.P., and to reflect that HBK Finance L.P. currently has no
voting or dispositive power with respect to Units of issuer.
CUSIP No. 716437108
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. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 0
Number of
Shares
Beneficially 6. Shared Voting Power: 3,230,500 (1)
Owned By
Each
Reporting 7. Sole Dispositive Power: 0
Person
With
8. Shared Dispositive Power: 3,230,500 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,230,500 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 6.2%
12. Type of Reporting Person: PN
- --------------
(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>
CUSIP No. 716437108
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. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 0
Number of
Shares
Beneficially 6. Shared Voting Power: 0
Owned By
Each
Reporting 7. Sole Dispositive Power: 0
Person
With
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0%
12. Type of Reporting Person: BD
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 their schedule 13G statement dated March
19, 1998, as amended by Amendment No 1 dated January 7, 1999 (the "Schedule
13G") relating to the Units of Beneficial Interest of Petrie Stores
Liquidating Trust (the "Issuer"). Unless otherwise indicated, all defined
terms used herein shall have the same meanings as those set forth in the
Schedule 13G.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), this Schedule 13G Statement is hereby filed by HBK Investments
L.P., a Delaware limited partnership ("Investments"), HBK Main Street
Investments L.P., a Delaware limited partnership ("Main Street") and HBK
Finance L.P., a Delaware limited partnership ("Finance") (collectively, the
"Reporting Persons"). The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning
of Section 13(d)(3) of the Act, although neither the fact of this filing nor
anything contained herein shall be deemed an admission by the Reporting
Persons that a group exists. Additionally, information is included herein
with respect to the following persons (collectively, the "Controlling
Persons"): HBK Partners II L.P., a Delaware limited partnership ("Partners
II"), HBK Fund L.P., a Delaware limited partnership ("Fund"), HBK Capital
L.P., a Delaware limited partnership ("Capital"), HBK Partners I L.P., a
Delaware limited partnership ("Partners I"), HBK Management L.L.C., a
Delaware limited liability company ("Management") and Harlan B. Korenvaes,
a member of Management, who may control Management ("Manager"). The
Reporting Persons and the Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons."
Item 4. Ownership.
(a) - (b)
Reporting Person
Pursuant to an Investment Management Agreement with HBK Offshore Fund
Ltd. ("Offshore"), Investments may, pursuant to Rule 13d-3(a), be deemed to
be the beneficial owner of 6,254,300 Units held by Offshore, which
constitutes approximately 11.9% of the outstanding Units. In addition
pursuant to an Amended and Restated Investment Management Agreement with Fund
and Capital, Investments may, pursuant to Rule 13d-3(a), be deemed to be the
beneficial owner of 3,230,500 Units owned by Main Street, which constitutes
6.2% of the outstanding Units.
Pursuant to Rule 13d-3(a), Main Street is the beneficial owner of
3,230,500 Units, which constitutes approximately 6.2% of the outstanding
Units.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of 9,484,800 Units,
which constitutes approximately 18.1% of the outstanding Units.
Each of (1) Fund, as sole general partner of Main Street, (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 3,230,500 Units, which constitutes approximately 6.2% of
the outstanding Units.
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Manager, as the controlling person of Management,
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of an aggregate of 9,484,800 Units which constitutes
approximately 18.1% of the outstanding Units.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial
owner of any Units.
(c)
Reporting Persons
Pursuant to an Investment Management Agreement with Offshore, and acting
through its general partner, Partners II, Investments has the sole power to
vote or direct the vote and to dispose or to direct the disposition of
6,254,300 Units. Also, pursuant to an Amended and Restated Management
Agreement with Fund and Capital, and acting through its general partner,
Partners II, Investments has the shared power to vote or to direct the vote
and to dispose or to direct the disposition of 3,230,500 Units held by Main
Street.
Main Street has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 3,230,500 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 6,254,300
Units and the shared power to vote or to direct the vote and to dispose or to
direct the disposition of 3,230,500 Units.
Acting through its general partner, Capital, and in its capacity as the
general partner of Main Street, Fund has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 3,230,500
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 3,230,500
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 3,230,500
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 6,254,300 Units and the shared power to vote or
to direct the vote and to dispose or to direct the disposition of 3,230,500
Units.
Manager
In his capacity as a controlling person of Management, the Manager
has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 3,230,500 Units and the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 6,254,300
Units.
<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: October 7, 1999
HBK INVESTMENTS L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal (2)
HBK FINANCE L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal (3)
(1) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Investments L.P. was previously filed.
(2) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Main Street Investments L.P. was previously filed.
(3) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Main Street Investments L.P. was previously filed.
