UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
GARNET RESOURCES CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
366255107
(CUSIP Number)
ARTHUR H. AMRON
WEXFORD MANAGEMENT LLC
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 19, 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 [ ].
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial owner-
ship of more than five percent of the class of securities
described in item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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 disclosure 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
CUSIP No. 366255107
1 NAME OF REPORTING PERSONS
Wexford Special Situations 1996, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
772,720
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
772,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,720(But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 366255107
1 NAME OF REPORTING PERSONS
Wexford Special Situations 1996 Institutional, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
141,792
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
141,792
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,792(But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 366255107
1 NAME OF REPORTING PERSONS
Wexford Special Situations 1996 Limited
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
38,786
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
38,786
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,786 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 366255107
1 NAME OF REPORTING PERSONS
Wexford-Euris Special Situations 1996, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
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) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
197,611
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
197,611
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,611 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 366255107
1 NAME OF REPORTING PERSONS
Wexford Management LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
1,150,909
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,150,909
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,909(But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 366255107
1 NAME OF REPORTING PERSONS
Wexford Advisors, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
953,298
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
953,298
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
953,298(But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 366255107
1 NAME OF REPORTING PERSONS
Wexford Euris Advisors, L.L.C.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
None
8 SHARED VOTING POWER
197,611
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
197,611
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,611 see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 366255107
1 NAME OF REPORTING PERSONS
Charles E. Davidson
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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 of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
1,150,909
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,150,909
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,909(But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
IN<PAGE>
SCHEDULE 13D
CUSIP No. 366255107
1 NAME OF REPORTING PERSONS
Joseph M. Jacobs
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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 of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
1,150,909
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
1,150,909
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,909(But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Schedule 13D
Item 1. Security and Issuer.
The class of securities to which this statement relates is
the common stock, par value $.01 per share (the "Common Stock"),
of Garnet Resources Corporation ("Garnet"). Garnet is a Delaware
corporation with principal executive offices at 11011 Richmond
Avenue, Suite 650, Houston, Texas 77042.
Item 2. Identity and Background.
This statement is being filed by (i) Wexford Special
Situations 1996, LP, a Delaware limited partnership, and Wexford
Special Situations 1996 Institutional, LP, a Delaware limited
partnership (collectively, the "Special Funds,"), (ii) Wexford
Special Situations 1996 Limited, a Cayman Islands corporation
("Wexford Cayman"), (iii) Wexford-Euris Special Situations 1996,
LP, a Delaware limited partnership (the "Euris Fund"), (iv)
Wexford Management, LLC, a Connecticut limited liability company
("Wexford Management") and investment advisor to the Special
Funds and the Euris Fund and investment subadvisor to Wexford
Cayman, (v) Wexford Advisors, LLC, a Delaware limited liability
company, the sole general partner of the Special Funds and the
investment advisor to Wexford Cayman (the "Special General
Partner"), (vi) Wexford Euris Advisors, LLC, a Delaware limited
liability company and the sole general partner of the Euris Fund
(the "Euris General Partner"), (vii) Charles E. Davidson and
(viii) Joseph M. Jacobs (the individuals and entities in (i) -
(viii)individually, a "Reporting Person" and collectively, the
"Reporting Persons") with respect to shares of Common Stock
beneficially owned by the Reporting Persons.
The Special Funds, Wexford Cayman and the Euris Fund
purchased in privately negotiated transactions conducted on
January 6, 1997, January 27, 1997 and February 19, 1997, 9 and 1/2%
Convertible Subordinated Debentures of Garnet due December 1998
(the "Debentures") in an aggregate principal amount of
$6,330,000. The Debentures are currently convertible at the
option of the holders into Common Stock at $5.50 per share,
subject to certain adjustments (the "Conversion Price"). As a
result of their rights to acquire Common Stock at the Conversion
Price, the Special Funds, Wexford Cayman and the Euris Fund may
be deemed under Rule 13d-3(d)(l)(i)(B) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), to own
beneficially (as of February 19, 1997), a total of 1,150,909
shares of Common Stock constituting approximately 9.1% of the
outstanding Common Stock (on the basis of 12,643,071 shares of
Common Stock of Garnet outstanding on February 28, 1997 (assuming
conversion of the Debentures beneficially owned by the Reporting
Persons)).
The Special Funds and the Euris Fund are Delaware
private investment limited partnerships organized for the purpose
of seeking capital appreciation and interest and dividend income
through investments in companies, securities, other financial
instruments, real estate and related derivative instruments and
mortgages, and any and all other types of investments determined
as appropriate by their respective general partners. Their
principal business and office address is c/o Wexford Management
LLC, 411 West Putnam Avenue Greenwich, CT 06830. The Special
General Partner is the sole general partner of the Special Funds
and the Euris General Partner is the sole general partner of the
Euris Fund.
The Special General Partner and the Euris General
Partner are Delaware limited liability companies whose principal
business and activity is to act as general partner of the Special
Funds and the Euris Fund, respectively. In addition, the Special
General Partner acts as the investment advisor to Wexford Cayman
and in such capacity has full power and authority to (a)
continuously supervise the investment program of Wexford Cayman
and the composition of its investment portfolio; (b) have
complete discretion to cause Wexford Cayman to purchase or sell
any assets, enter into any other investment related transaction
including lending securities, exercising control over a company
and exercising voting or approval rights; and (c) take other
actions incidental to the foregoing. Their principal business
and office address is c/o Wexford Management LLC, 411 West Putnam
Avenue Greenwich, CT 06830.
Wexford Management, LLC is a Connecticut limited
liability company that acts as the investment manager to the
Special Funds and the Euris Fund and as sub-advisor to the
Special General Partner in respect of Wexford Cayman's assets and
investments and in such capacity has full power and authority to
(a) continuously supervise the investment programs of the Special
Funds, the Euris Fund and Wexford Cayman and the composition of
their investment portfolios; (b) have complete discretion to
cause the Special Funds, the Euris Fund and Wexford Cayman to
purchase or sell any asset, enter into any other investment
related transaction, including lending securities, exercising
control over a company, and exercising voting or approval rights;
and (c) take other actions incidental to the foregoing. Its
principal business and office address is 411 West Putnam Avenue,
Greenwich, CT 06830.
Wexford Cayman is a Cayman Islands corporation
organized for the purpose of seeking capital appreciation and
interest and dividend income through investments in companies,
securities, other financial instruments, real estate and related
derivative instruments and mortgages, and any and all other types
of investments determined appropriate by Wexford Management and
the Special General Partner. Its principal business and office
address is c/o Hemisphere Fund Managers Limited, Harbour Centre,
Third Floor, George Town, Grand Cayman, Cayman Islands, B.W.I.
Charles E. Davidson is Chairman, director and a
controlling member of the Special General Partner and the Euris
General Parner. He also is Chairman and a controlling member of
Wexford Management and a director and Vice President of Wexford
Cayman. Mr. Davidson owns 48.05% of Wexford Management and 49%
of each of the Special General Partner and the Euris General
Partner. Mr. Davidson is also a director and the Chairman of the
Board of Directors of Presidio Capital Corp. ("Presidio"), the
post-bankruptcy successor to Integrated Resources, Inc. Mr.
Davidson is also Chairman of DLB Oil and Gas, Inc., an oil
exploration company and is Chairman of the Board and director of
Resurgence Properties, Inc., a real estate management company
("Resurgence"). He is also a director of Technology Service
Group, Inc., a company engaged in the design, development,
manufacturing and sale of public communications products and
services. He is also the managing partner of a number of private
investment partnerships. His principal business and office
address is c/o Wexford Management LLC, 411 West Putnam Avenue,
Greenwich, CT 06830. He is a citizen of the United States of
America.
Joseph M. Jacobs is President and Secretary and a
controlling member of the Special General Partner and the Euris
General Partner. He also is President, managing member and a
controlling member of Wexford Management and a director of
Wexford Cayman. Mr. Jacobs owns 48.05% of Wexford Management and
49% of each of the Special General Partner and the Euris General
Partner. Mr. Jacobs is also a director and the Chief Executive
Officer and President of Presidio and a director and the Chief
Executive Officer, President and Treasurer of Resurgence. His
principal business and office address is c/o Wexford Management
LLC, 411 West Putnam Avenue, Greenwich, CT 06830. He is a
citizen of the United States of America.
Arthur Amron is Vice President of the Special General
Partner and the Euris General Partner. He also is Senior Vice
President and General Counsel of Wexford Management. His
principal business and office address is c/o Wexford Management
LLC, 411 West Putnam Avenue, Greenwich, CT 06830. He is a
citizen of the United States of America.
Frank Goveia is a Vice President of the Special General
Partner and the Euris General Partner. He is also Senior Vice
President and Chief Operating Officer of Wexford Management. His
principal business and office address is c/o Wexford Management
LLC, 411 West Putnam Avenue, Greenwich, CT 06830. He is a
citizen of the United States.
Robert Holtz is Vice President and a member of the
Special General Partner and the Euris General Partner. He is
also Senior Vice President and Assistant Corporate Secretary of
Wexford Management. Mr. Holtz is also a Vice President and
Secretary of Presidio and a Vice President and Assistant
Secretary of Resurgence. His principal business and office
address is c/o Wexford Management LLC, 411 West Putnam Avenue
Greenwich, CT 06830. He is a citizen of the United States of
America.
Jay Maymudes is Vice President and Treasurer of the
Special General Partner and Vice President of the Euris General
Partner. He is also Chief Financial Officer, Treasurer, and
Senior Vice President of Wexford Management. Mr. Maymudes is
also a Vice President, Treasurer and Chief Financial Officer of
Presidio and the Chief Financial Officer, Secretary and a Vice
President of Resurgence. His principal business and office
address is c/o Wexford Management LLC, 411 West Putnam Avenue
Greenwich, CT 06830. He is a citizen of the United States.
Steve Suss is a Vice President of the Special General
Partner and a Vice President of Wexford Management. His
principal business and office address is c/o Wexford Management
LLC, 411 West Putnam Avenue Greenwich, CT 06830.
Wexford Cayman has entered into an administration
agreement with Hemisphere Fund Managers Limited, a Cayman Island
company (the "Administrator"), pursuant to which the
Administrator performs accounting and day-to-day administrative
duties with respect to Wexford Cayman. The Administrator
administers the business and property of Wexford Cayman under the
supervision and direction of its Board of Directors, and arranges
for other administration services as Wexford Cayman may require
from time to time.
Christopher Wetherhill is a director and President of
Wexford Cayman. He also is the President and Chief Executive
Officer of MRM Financial Services Ltd., which is the parent
company of Hemisphere Management Limited and MRM Securities Ltd.
His principal business and office address is Hemisphere House, 9
Church Street, Hamilton, Bermuda. He is a citizen of Great
Britain.
Patralea Robinson is a director of Wexford Cayman. She
also is Vice President, Operations of the Administrator. Her
principal business and office address is Hemisphere House, 9
Church Street, Hamilton, Bermuda. She is a citizen of Bermuda.
Thomas S. Healy is a director and Treasurer of Wexford
Cayman. He also is Director of Operations, Hemisphere Management
Limited. His principal business and office address is Hemisphere
House, 9 Church Street, Hamilton Bermuda. He is a citizen of
Ireland.
Stuart Drake is a director of Wexford Cayman. He also
is Vice President, Fund Administration of Hemisphere Management
Limited. His principal business and office address is Hemisphere
House, 9 Church Street, Hamilton Bermuda. He is a citizen of
Great Britain.
Madeline Reape is Secretary of Wexford Cayman. She
also is Administrative Assistant to the President and Chief
Executive Officer of MRM Financial Services Ltd. Her principal
business and office address is Hemisphere House, 9 Church Street,
Hamilton, Bermuda. She is a citizen of Bermuda.
None of the Reporting Persons nor, to the best of each
Reporting Person's knowledge, Arthur Amron, Robert Holtz, Jay
Maymudes, Steve Suss or Frank Goveia, has during the last five
years been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was 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.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to January 6, 1997, none of the Reporting Persons
beneficially owned any Debentures and therefore did not own
beneficially any shares of Common Stock.
The Special Funds, Wexford Cayman and the Euris Fund
purchased the following principal amounts of Debentures on the
dates and at the prices set forth below:
Principal
Amount of Date of
Debentures Purchase Cost
Wexford Special
Situations 1996, L.P. $3,021,300 01/06/97 $1,576,657
221,562 01/27/97 $ 117,025
1,007,100 02/19/97 $ 551,820
Sub-total $4,249,962
Wexford Special
Situations 1996
Institutional, LP $ 554,400 01/06/97 $289,312
40,656 01/27/97 $ 21,473
184,800 02/19/97 $101,258
Sub-total $ 779,856
Wexford Special
Situations
1996 Limited $ 151,650 01/06/97 $ 79,138
11,121 01/27/97 $ 5,873
50,550 02/19/97 $ 27,698
Sub-total $ 213,321
Wexford Euris Special
Situations 1996, LP $ 772,650 01/06/97 $403,205
56,661 01/27/97 $ 29,927
257,550 02/19/97 $141,120
Sub-total $1,086,861
Aggregate Principal
Amount $6,330,000 $3,344,506
Average Cost Per $100.00 Principal Amount of Debentures for
Total Amount of Debentures $52.8358
The average cost for each $100.00 principal amount of Debentures
was $52.8358 for an aggregate purchase price of $3,344,506 for
the $6,330,000 aggregate principal amount of Debentures purchased
by the Special Funds, the Euris Fund and Wexford Cayman. From
time to time in the ordinary course of their business, the
Special Funds, the Euris Fund and Wexford Cayman call capital
from their partners and owners to fund working capital needs and
to make investments. The funds for the purchase of such
Debentures were obtained from such sources.
Item 4. Purpose of Transaction.
The Debentures acquired by the Special Funds, the Euris
Fund and Wexford Cayman may be disposed of at any time or from
time to time, in whole or in part. In addition, the Reporting
Persons and their affiliates may in the future acquire additional
Debentures.
The Reporting Persons have had preliminary meetings and
discussions with Garnet, and intend to participate in further
meetings and discussions with Garnet and other potentially
interested parties, concerning a possible corporate transaction
involving Garnet or any of its subsidiaries, including without
limitation a plan of reorganization, recapitalization or other
restructuring transaction that could relate to or result in any
of the matters referred to in paragraphs (a) through (j),
inclusive, of item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Prior to January 6, 1997, none of the Reporting Persons
beneficially owned any shares of Common Stock.
As a result of their right to acquire Common Stock upon
conversion of the Debentures, the Special Funds, the Euris Fund
and Wexford Cayman may be deemed under Rule 13d-3(d)(1)(i)(B)
under the Exchange Act, to own beneficially that number of shares
of Common Stock that would result in the Special Funds, Euris
Fund and Wexford Cayman owning in the aggregate approximately
9.1% of the outstanding shares of Common Stock (on the basis of
12,643,071 shares of Common Stock of Garnet outstanding on
February 28, 1997 (assuming conversion of the Debentures
beneficially owned by the Reporting Persons at the current
Conversion Price)). The application of this rule may result in
the Special Funds, the Euris Fund and Wexford Cayman being deemed
to be the beneficial owners of 1,150,909 shares of Common Stock.
Set forth below is a summary for each of the Reporting Persons of
their beneficial ownership of the Common Stock:
A. Wexford Special Situations 1996, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 772,720
Percentage: 6.1%. The percentages used in
this item 5 assume conversion at the current
Conversion Price of the amount of Debentures
purchased by each Reporting Person as
described in Item 3 above and are calculated
based upon the shares of Common Stock stated
by Garnet to be issued and outstanding as of
February 28, 1997, as reflected on Garnet's
Form 10-K for the fiscal year ended December
31, 1996 (i.e., 11,492,162 shares), as
adjusted according to Rule 13d-3(d)(1) under
the Exchange Act (assuming conversion of the
Debentures beneficially owned by the
Reporting Persons i.e., 12,643,071 shares).
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
772,720
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 772,720
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
B. Wexford Special Situations 1996 Institutional, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 141,792
Percentage: 1.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
141,792
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 141,792
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
C. Wexford Special Situations 1996 Limited
(a) Aggregate number of shares of Common Stock
beneficially owned: 38,786
Percentage: .3%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
38,786
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 38,786
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock
(e) Not applicable.
D. Wexford-Euris Special Situations 1996, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 197,611
Percentage: 1.6%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
197,611
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 197,611
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
E. Wexford Advisors LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 953,298
Percentage: 7.5%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
953,298
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 953,298
(c) Other than as reported in Item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
F. Wexford-Euris Advisors, LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 197,611
Percentage: 1.6%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
197,611
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 197,611
(c) Other than as reported in Item 3 above, there were
no transactions by the Reporting Persons during
the past sixty days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
G. Wexford Management, LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 1,150,909
Percentage: 9.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
1,150,909
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 1,150,909
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
H. Charles E. Davidson
(a) Aggregate number of shares of Common Stock
beneficially owned: 1,150,909
Percentage: 9.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
1,150,909
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 1,150,909
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
I. Joseph M. Jacobs
(a) Aggregate number of shares of Common Stock
beneficially owned: 1,150,909
Percentage: 9.1%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
1,150,909
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 1,150,909
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
The Special General Partner may, by reason of its
status as the sole general partner of the Special Funds, be
deemed to own beneficially (as that term is defined in Rule 13d-3
under the Exchange Act) the Common Stock of which the Special
Funds possess beneficial ownership.
Wexford Management may, by reason of its status as
investment manager to the Special Funds and the Euris Fund and as
sub-advisor to the Special General Partner on behalf of Wexford
Cayman, be deemed to own beneficially (as that term is defined in
Rule 13d-3 under the Exchange Act) the Common Stock of which the
Special Funds, the Euris Fund and Wexford Cayman possess
beneficial ownership.
The Special General Partner may, by reason of its
status as the investment advisor to Wexford Cayman, be deemed to
own beneficially (as that term is defined in Rule 13d-3 under the
Exchange Act) the Common Stock of which Wexford Cayman possesses
beneficial ownership.
The Euris General Partner may, by reason of its status
as the sole general partner of the Euris Fund, be deemed to own
beneficially (as that term is defined in Rule 13d-3 under the
Exchange Act) the Common Stock of which the Euris Fund possesses
beneficial ownership.
Charles E. Davidson may, by reason of his status as a
control person of the Special General Partner, the Euris General
Partner and Wexford Management, be deemed to own beneficially (as
that term is defined in Rule 13d-3 under the Exchange Act) the
Common Stock of which the Special Funds, the Euris Fund and
Wexford Cayman possess beneficial ownership.
Joseph M. Jacobs may, by reason of his status as a
control person of the Special General Partner, the Euris General
Partner and Wexford Management, be deemed to own beneficially (as
that term is defined in Rule 13d-3 under the Exchange Act) the
Common Stock of which the Special Funds, the Euris Fund and
Wexford Cayman possess beneficial ownership.
(b) (i) Charles E. Davidson, Joseph M. Jacobs,
Wexford Management and the Special General Partner share the
power to vote and to dispose of the shares of Common Stock
beneficially owned directly by the Special Funds;
(ii) Charles E. Davidson, Joseph M. Jacobs,
Wexford Management and the Euris General Partner share the power
to vote and to dispose of the shares of Common Stock beneficially
owned directly by the Euris Fund; and
(iii) The Special General Partner shares with
Wexford Management and Wexford Cayman the power to vote and to
dispose of the shares of Common Stock beneficially owned directly
by Wexford Cayman.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
None. See Items 2, 4 and 5 hereof.
Item 7. Material to be Filed as Exhibits.
1. Exhibit I - Agreement pursuant to Rule 13d-
(f)(1)(iii), filed herewith
2. Exhibit II - Power of Attorney of Joseph M.
Jacobs, filed herewith
Signature
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 23, 1997
WEXFORD SPECIAL SITUATIONS 1996, LP
By: Wexford Advisors, LLC,
its general partner
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECIAL SITUATIONS
1996 INSTITUTIONAL, LP
By: Wexford Advisors, LLC,
its general partner
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD-EURIS SPECIAL SITUATIONS
1996, LP
By: Wexford-Euris Advisors, LLC,
its general partner
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECIAL SITUATIONS
1996 LIMITED
By: Wexford Advisors, LLC
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGEMENT, LLC
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD ADVISORS, LLC
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD EURIS ADVISORS, LLC
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
/s/ Charles E. Davidson
Charles E. Davidson
/s/Joseph M. Jacobs*
Joseph M. Jacobs
*By Power of Attorney
EXHIBIT INDEX
1. Exhibit I - Agreement pursuant to Rule 13d-
1(f)(1)(iii), filed herewith
2. Exhibit II - Power of Attorney of Joseph M. Jacobs
filed herewith
EXHIBIT I
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 agree that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth below.
WEXFORD SPECIAL SITUATIONS 1996, LP
By: Wexford Advisors, LLC,
its general partner
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECIAL SITUATIONS
1996 INSTITUTIONAL, LP
By: Wexford Advisors, LLC,
its general partner
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD-EURIS SPECIAL SITUATIONS
1996, LP
By: Wexford-Euris Advisors, LLC,
its general partner
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECIAL SITUATIONS
1996 LIMITED
By: Wexford Advisors, LLC
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGEMENT, LLC
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD ADVISORS, LLC
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD EURIS ADVISORS, LLC
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
/s/ Charles E. Davidson
Charles E. Davidson
/s/ Joseph M. Jacobs*
Joseph M. Jacobs
*By Power of Attorney
EXHIBIT II
POWER OF ATTORNEY
The undersigned, Joseph M. Jacobs, hereby
irrevocably constitutes and appoints Arthur H. Amron, whose
address is c/o Wexford Management LLC, 411 West Putnam Avenue,
Greenwich, CT 06830, as my true and lawful attorney, with full
power and authority, in my name, place and stead, as fully as
could I if personally present and acting:
(a) to act on my behalf with respect to all
matters relating to any Statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock of
Garnet Resources Corporation; and
(b) generally to execute, deliver and file all
certificates, documents and filings, and to do all things and to
take or forego any action which he may deem necessary or
desirable in connection with or to effectuate the foregoing.
IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney this 23 day of April, 1997.
/s/ Joseph M. Jacobs
Joseph M. Jacobs
