SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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 and Communications)
February 2, 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>
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
73,636
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
73,636
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
73,636
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.72%
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
618,055
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
618,055
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
618,055
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.04%
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
618,055
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
618,055
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
618,055
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.04%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
ITEM 1. Security and Issuer
This statement relates to the common stock (the "Common
Stock") of Bradlees, Inc. (the "Issuer"). The Issuer's
principal executive office is located at One Bradlees Circle,
Braintree, Massachusetts 02184.
ITEM 2. Identity and Background
(a)-(c) The names of the persons filing this
statement on Schedule 13D are: Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned
subsidiaries ("Elliott"), Westgate International, L.P., a
Cayman Islands limited partnership ("Westgate"), and Martley
International, Inc., a Delaware corporation ("Martley"). Paul
E. Singer ("Singer") and Braxton Associates, L.P., a Delaware
limited partnership ("Braxton LP"), which is controlled by
Singer, are the general partners of Elliott. Hambledon, Inc.,
a Cayman Islands corporation ("Hambledon"), is the sole
general partner of Westgate. Martley is the investment
manager for Westgate. Martley expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock.
ELLIOTT
The business address of Elliott is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of Elliott is to purchase, sell,
trade and invest in securities.
SINGER
Singer's business address is 712 Fifth Avenue, 36th
Floor, New York, New York 10019.
Singer's principal occupation or employment is that of
serving as general partner of Elliott and Braxton LP and
president of Martley.
BRAXTON LP
The business address of Braxton LP is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of Braxton LP is the furnishing
of investment advisory services.
The names, business addresses, and present principal
occupation or employment of the general partners of Braxton LP
are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
Martley<PAGE>
Braxton
Associates, Inc.<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
The principal
business of
Braxton
Associates, Inc.
is serving as
general partner of
Braxton LP
The name, business address, and present principal
occupation or employment of the sole director and executive
officer of Braxton Associates, Inc. are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
MartleyWESTGATE
The business address of Westgate is Westgate
International, L.P., c/o Midland Bank Trust Corporation
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman,
Cayman Islands, British West Indies.
The principal business of Westgate is to purchase, sell,
trade and invest in securities.
The name, business address, and present principal
occupation or employment of the general partner of Westgate
are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Hambledon, Inc. c/o Midland Bank
Trust Corporation
(Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West
Indies<PAGE>
General partner of
Westgate
HAMBLEDON, INC.
The name, business address, and present principal
occupation or employment of the sole director and executive
officer of Hambledon are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
Martley
MARTLEY INTERNATIONAL, INC.
The business address of Martley is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of Martley is to act as
investment manager for Westgate.
The name, business address, and present principal
occupation or employment of the sole director and executive
officer of Martley are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
Martley
(d) and (e)During the last five years, none of the
persons or entities above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) 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.
(f) All of the natural persons listed above are
citizens of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
Elliott and Westgate received the shares of Common Stock
beneficially owned by them pursuant to the Issuer's Plan of
Reorganization under Chapter 11 of the Bankruptcy Code.
Elliott exchanged $1,291,485.41 face amount of the Issuer's
bank debt for its 73,636 shares of Common Stock, and Westgate
exchanged $10,841,003.20 face amount of the Issuer's bank debt
for its 618,055 shares of Common Stock.
ITEM 4. Purpose of Transaction
Each of Elliott and Westgate acquired the Common Stock
beneficially owned by it in the ordinary course of its trade
or business of purchasing, selling, trading and investing in
securities. Martley has acted as investment manager with
respect to Westgate's acquisition of beneficial ownership of
Common Stock.
Depending upon market conditions and other factors that
it may deem material, each of Elliott and Westgate may
purchase additional shares of Common Stock or related
securities or may dispose of all or a portion of the Common
Stock or related securities that it now beneficially owns or
may hereafter acquire.
Except as set forth herein, none of Elliott, Westgate or
Martley has any plans or proposals which relate to or would
result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 73,636 shares of Common
Stock constituting .72% of all of the outstanding shares of
Common Stock.
Together, Westgate and Martley beneficially own 618,055
shares of Common Stock constituting 6.04% of all of the
outstanding shares of Common Stock.
Together, the Reporting Persons beneficially own a total
of 691,691 shares of Common Stock constituting 6.76% of all of
the outstanding shares of Common Stock.
Elliott and Westgate may be entitled to receive
currently undetermined amounts of additional shares of Common
Stock and warrants exercisable for shares of Common Stock in
connection with the Issuer's Plan of Reorganization under
Chapter 11 of the Bankruptcy Code by virtue of their interest
in trade claims against and/or bank debt of the Issuer.
(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. Information
regarding each of Westgate and Martley is set forth in Item 2
of this Schedule 13D and is expressly incorporated by
reference herein.
(c) See Item 3 above.
Other than the transaction described in Item 3 above, no other
transactions with respect to the Common Stock were effected by
either Elliott or Westgate during the past sixty (60) days.
(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.<PAGE>
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 Item 5(a) above.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
<PAGE>
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:
February 12, 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 A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13D with respect to the Common Stock of Bradlees,
Inc. dated February 12, 1999, is, and any further amendments
thereto signed by each of the undersigned shall be, filed on
behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended.
Dated as of: February 12, 1999
ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul E. Singer
Paul E. Singer
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International,
Inc., as Investment
Manager
By:/s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By: /s/ Paul E. Singer
Paul E. Singer
President
