SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 8, 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
457,109
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
457,109
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,109
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.39%
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
769,280
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
769,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
769,280
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.34%
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
769,280
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
769,280
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
769,280
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.34%
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 16, 1999 and amends
and supplements the Schedule 13D dated February 12, 1999 (the "Schedule 13D").
Except as set forth herein, the Schedule 13D, as previously amended, is
unmodified.
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 ("Plan of Reorganization").
Elliott exchanged $19,473,703.45 face amount of trade claims it held
against the Issuer for 389,473 shares of Common Stock (195,661 shares of which
have not yet been received by Elliott). Elliott also exchanged $1,291,485.41
face amount of the Issuer's bank debt for 73,636 shares of Common Stock
Westgate exchanged $17,297,930.53 face amount of trade claims it held
against the Issuer for 345,958 shares of Common Stock (210,503 shares of which
have not yet been received by Westgate). Westgate also exchanged $10,841,003.20
face amount of the Issuer's bank debt for 618,055 shares of Common Stock and
warrants exchangeable for 42,667 shares of Common Stock.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 457,109 shares of Common Stock
constituting 4.39% of all of the outstanding shares of Common Stock. Elliott
holds 261,448 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, Westgate and Martley beneficially own 769,280 shares of
Common Stock constituting 7.34% of all of the outstanding shares of Common
Stock. Westgate holds 516,110 of such shares outright, holds warrants
exchangeable for 42,667 shares, 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.
Together, the Reporting Persons beneficially own a total of 1,226,389
shares of Common Stock constituting 11.49% 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 transaction was effected by Elliott during the past
sixty (60) days:
Approximate Price per
Amount of Shares Share (exclusive of
Date Security Bought (Sold) commissions)_________
2/24/99 Common (6,000) $4.5000
The above transaction was effected by Elliott on NASDAQ in New York.
The following transactions were effected by Westgate during the past
sixty (60) days:
Approximate Price per
Amount of Shares Share (exclusive of
Date Security Bought (Sold) commissions)_________
2/24/99 Common (6,000) $4.5000
2/25/99 Common (7,000) $3.5893
2/25/99 Common (10,900) $3.2500
2/26/99 Common (8,500) $3.0184
2/26/99 Common (100,000) $2.7500
3/01/99 Common (100,000) $2.7300
3/01/99 Common (5,000) $3.0000
The above transactions were effected by Westgate on NASDAQ in New York.
No other transactions that have not been previously reported 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.
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 16, 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
