SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
March 16, 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
Page 7 of 7
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
389,473
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
389,473
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
389,473
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.74%
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
489,949
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
489,949
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
489,949
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.70%
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
489,949
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
489,949
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
489,949
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.70%
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 March 23,
1999 and amends and supplements the Schedule 13D dated February 12, 1999, as
amended on March 16, 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 389,473 shares of Common Stock
constituting 3.74% of all of the outstanding shares of Common Stock. Elliott
holds 193,812 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 489,949 shares of Common Stock
constituting 4.70% of all of the outstanding shares of Common Stock. Westgate
holds 279,446 of such shares outright and is entitled to 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. In
addition, Westgate may be entitled to approximately 11,551 additional shares of
Common Stock under the terms of the Plan of Reorganization in exchange for
$577,551 in trade claims Westgate holds against the Issuer which may be
classified as "administrative claims." Westgate and Martley currently disclaim
beneficial ownership of these 11,551 additional shares.
In addition, Westgate holds a warrant exchangable 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 exchangable 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 879,422 shares of Common Stock constituting
8.27% 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)
3/19/99 Common (60,000) $3.1094
3/22/99 Common (7,636) $3.4942
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)
3/10/99 Common (17,500) $3.0000
3/11/99 Common (8,500) $3.0000
3/16/99 Common (25,000) $2.9375
3/17/99 Common (29,000) $2.9418
3/18/99 Common (50,000) $3.0312
3/22/99 Common (46,364) $3.4942
3/23/99 Common (300) $4.2188
3/23/99 Common (60,000) $4.0223
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.
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:
March 23, 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
