SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Bradlees, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
None Issued
(CUSIP Number)
Stephen M. Schultz, 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 an
Communications)
March 31, 1999
(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
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P., a Delaware Limited Partnership
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
365,873
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
365,873
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,873
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.58%
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., a Cayman Islands Limited
Partnership
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
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
355,500
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
355,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
355,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.48%
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)
Martley International, Inc., a Delaware corporation
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
355,500
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
355,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
355,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.48%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(a) with respect to the
shares of common stock (the "Common Stock") of Bradlees, Inc. (the "Issuer")
beneficially owned by the Reporting Persons specified herein as of April 6, 1999
and amends and supplements the Schedule 13D dated February 12, 1999, as amended
on March 16, 1999 and March 23, 1999 (the "Schedule 13D"). Except as set forth
herein, the Schedule 13D, as previously amended, is unmodified.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 365,873 shares of Common Stock
constituting 3.58% of all of the outstanding shares of Common Stock. Elliott
holds 170,212 of such shares outright and is entitled to 195,661 additional
shares of Common Stock under the terms of the Plan of Reorganization in exchange
for $9,783,060.31 in trade claims Elliott held against the Issuer.
Together, in accordance with the Ownership Limitation (as described
below), Westgate and Martley beneficially own 355,500 shares of Common Stock
constituting 3.48% of all of the outstanding shares of Common Stock. Westgate
holds 133,446 of such shares outright and is entitled to (i) 210,503 additional
shares of Common Stock under the terms of the Plan of Reorganization in exchange
for $10,525,168.16 in trade claims Westgate held against the Issuer, and (ii)
11,551 additional shares of Common Stock in exchange for $577,531 in trade
claims pursuant to a Claims Distribution Agreement between Elliott and Lazard
Freres & Co. LLC dated March 6, 1996, which Elliott subsequently assigned to
Westgate.
In addition, Westgate holds a warrant exchangeable for a maximum of
42,667 shares of Common Stock (the "Warrant"). However, in accordance with Rule
13d-4 under the Securities Exchange Act of 1934, Elliott, Westgate and Martley
disclaim beneficial ownership of such 42,667 shares of Common Stock, since the
amount of shares of Common Stock into which the Warrant is exchangeable is
limited, pursuant to its terms, to that amount which would result in Elliott,
Westgate and Martley together having beneficial ownership of Common Stock not
exceeding 4.9% of all of the outstanding shares of Common Stock (the "Ownership
Limitation").
Together, in accordance with the Ownership Limitation, the Reporting
Persons beneficially own a total of 721,373 shares of Common Stock constituting
7.05% of all of the outstanding shares of Common Stock.
(b) Elliott has the 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 Martley to vote or direct the vote
of, and to dispose or direct the disposition of, the shares of Common Stock
owned by Westgate.
(c) The following transactions were effected by Elliott during the past
sixty (60) days:
Approximate Price
Amount of Shs. per Share (excl.
Date Security Bought (Sold) of commissions)
4/01/99 Common (18,000) $3.5930
4/05/99 Common (5,600) $3.6362
The above transactions were effected by Elliott on NASDAQ in New York.
The following transactions were effected by Westgate during the past
sixty (60) days:
Approximate Price
Amount of Shs. per Share (excl.
Date Security Bought (Sold) of commissions)
3/24/99 Common (11,000) $4.0625
3/25/99 Common (2,500) $4.0000
3/26/99 Common (20,000) $4.0000
3/29/99 Common (10,000) $4.0781
3/30/99 Common (3,800) $4.0625
3/30/99 Common (30,000) $4.0223
3/31/99 Common (45,000) $3.5972
4/01/99 Common (18,100) $3.5930
4/05/99 Common (5,600) $3.6362
The above transactions were effected by Westgate on NASDAQ in New York.
No other transactions were effected by either Elliott or Westgate
during the past sixty (60) days that have not been previously reported.
(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.
No person other than Westgate 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 Martley.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
See discussion of Claims Distribution Agreement under Item 5(a) above.
ITEM 7. Material to be Filed as Exhibits
Exhibit B - Claims Distribution Agreement
Exhibit C - Assignment
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: April 6, 1999 ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul E. Singer
Paul E. Singer
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.,
as attorney-in-fact
By: /s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By: /s/ Paul E. Singer
Paul E. Singer
President
<PAGE>
Exhibit B
CLAIMS DISTRIBUTION AGREEMENT
Lazard Freres & Co. LLC, with offices at 30 Rockefeller Plaza,
New York, New York 10020 ("Lazard"), for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, in an amount that
represents the product of the rate (the "Purchase Rate") set forth in that
certain letter dated as of even date herewith (the "Pricing Letter"), between
Lazard and Elliott Associates, L.P., with offices at 712 Fifth Avenue, 36th
Floor, New York, New York 10019 ("Elliott"), and the Claim Amount (as defined
below), hereby agrees to pay to Elliott, its successors and assigns, amounts
equal to all amounts that are distributed ("Distributions") to a holder of
unsubordinated, unimpaired, allowed, general unsecured trade claims ("Allowed
Claims") against Bradlees Stores, Inc. (the "Debtor"), the debtor-in-possession
in the Chapter 11 proceedings for reorganization in the Bankruptcy Court for the
Southern District of New York Case No. 95-42777 (the "Proceeding"), with respect
to a $577,531.16 principal amount of such Allowed Claims (the "Claim Amount").
Distributions are due to Elliott at each such time as holders of actual Allowed
Claims in the Proceeding generally receive distributions in connection with the
Proceeding, with each such Distribution to be of the same type (i.e., cash,
securities or other assets) that such a holder of such Allowed Claims in the
Proceeding is entitled to receive, and made in the same manner.
Notwithstanding anything contained herein to the contrary, for
no additional consideration, Elliott shall have the right at any time and from
time to time to exchange its right to receive Distributions, as set forth in the
immediately preceding paragraph, in whole or in part, for the right to acquire
Allowed Claims in the Proceeding (up to a principal amount not in excess of the
Claim Amount) in accordance with the annexed Assignment of Claims Agreement,
annexed hereto as Exhibit A. At such time as an exchange is to take place,
Exhibit A shall be completed, including (i) the insertion of the Principal
Amount (as defined therein), (ii) dating Exhibit A, and (iii) the completion of
Schedules A and B (annexed thereto) setting forth the names of all underlying
creditors and the amount of each Allowed Claim. Elliott may exercise its right
to acquire the Allowed Claims by completing two copies of Exhibit A (except for
Schedules A and B thereto), executing both copies of Exhibit A, marking both
copies as "one of two duplicate originals", and delivering both copies to
Lazard. Lazard shall promptly execute both copies, complete and annex Schedules
A and B to both copies of Exhibit A, and return one fully executed version of
Exhibit A to Elliott. The Claim Amount under this Agreement shall be deemed
reduced, dollar for dollar, by the amount inserted as the Principal Amount in
Exhibit A upon the closing of that agreement.
Elliott shall have the right, in all cases and situations, to
direct the voting of Lazard with respect to Allowed Claims in the amount of the
Claim Amount.
This Agreement shall be governed in all respects, including
its validity, interpretation and effect, by the laws of the State of New York,
without giving effect to the principles of conflict of laws thereof. Lazard and
Elliott irrevocably submit to the jurisdiction of the state courts of the State
of New York and the jurisdiction of the United States District Court for the
Southern District of New York, in each case located in New York, New York, for
the purpose of any suit, action or other proceeding arising out of or based upon
this Agreement or the subject matter hereof; hereby agree that such courts shall
have exclusive jurisdiction with respect to any such suit, action or other
proceeding; and hereby consent to service of process by certified mail at the
address to which notices are to be given pursuant to this Agreement (which shall
constitute "personal service").
All notices and other communications under, or relating to,
this Agreement shall be in writing and shall be sufficient if served personally,
or sent by registered or certified mail, postage prepaid, addressed to the
relevant party at the address set forth above. Any party may change the address
to which notice or other communications to it are to be delivered or mailed by
written notice to the other party.
This Agreement, together with the Pricing Letter and the
Exhibit hereto, constitute the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, representations, warranties and understandings of
the parties, whether oral or written, express or implied, as to the subject
matter hereof. There are no warranties, representations, agreements or other
understandings between the parties except as expressly set forth herein. No
supplement, modification or amendment of this Agreement or waiver of any
provision of this Agreement shall be binding unless executed in writing by each
party. The rights and obligations of any party pursuant hereto may not be
assigned by such party to any other person or entity without the prior consent
of the other party, which consent shall not be unreasonably withheld. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
Lazard agrees that Elliott may sell, transfer or assign its
right, title and interest under this Agreement upon written notice without
restriction, except that the right of Elliott to direct Lazard to vote may not
be freely sold, transferred or assigned without Lazard's prior written consent,
which consent shall not be unreasonably withheld or delayed.
IN WITNESS WHEREOF, Lazard and Elliott have each caused this
Agreement to be executed as of March __, 1996, by their duly authorized
representatives.
ELLIOTT ASSOCIATES, L.P. LAZARD FRERES & CO. LLC
/s/ Paul E. Singer /s/ John V. Doyle
General Partner Managing Director
<PAGE>
Exhibit C
ASSIGNMENT
Elliott Associates, L.P., with offices at 712 Fifth Avenue, 36th Floor,
New York, New York 10019 ("Assignor"), for good and valuable consideration, set
forth in the Purchase Rate Letter of even date herewith, does hereby absolutely
and unconditionally sell, transfer, convey and assign unto Westgate
International, L.P., with offices c/o Midland Bank Trust Corporation (Cayman)
Limited, Mary Street, Grand Cayman, Cayman Islands, British West Indies
("Assignee"), all of Assignor's rights, title and interest in and under a
certain Claims Distribution Agreement dated March 6, 1996, between Lazard Freres
& Co., L.L.C. and Assignor, in the principal amount of $577,531.16 related to
claims against Bradlees Stores, Inc., together with interest, if any, in the
United States Bankruptcy Court, Southern District of New York, or any other
court with jurisdiction over the proceedings, administered as Case No.
95-B-42777 (JLG).
IN WITNESS WHEREOF, the Undersigned have duly executed this Assignment
as of the 19 day of September, 1996
ASSIGNOR: ASSIGNEE:
ELLIOTT ASOCIATES, L.P. WESTGATE INTERNATIONAL, L.P.
/s/ Paul Singer By: Martley International,
General Partner Inc., Attorney In Fact
/s/ Paul Singer
President
ACCEPTED AND AGREED:
LAZARD FRERES & CO., L.L.C.
/s/
