SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*
Daisytek International Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
234053106
(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)
June 12, 2000
(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).
(Continued on the following pages)
<PAGE>
SCHEDULE 13D
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.
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) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
448,350
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
448,350
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
448,350
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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.
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) [ ]
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
448,350
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
448,350
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
448,350
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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)
Elliott International Capital Advisors, Inc.
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
448,350
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
448,350
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
448,350
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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 Daisytek International
Corporation (the "Issuer") beneficially owned by Elliott Associates, L.P.
("Elliott"), Westgate International, L.P. ("Westgate") and Elliott International
Capital Advisors, Inc. ("International Advisors," and together with Elliott and
Westgate, the "Reporting Persons") as of June 12, 2000 and amends and
supplements the Schedule 13D dated June 9, 2000 (the "Schedule 13D"). Except as
set forth herein, the Schedule 13D is unmodified.
ITEM 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds used by Elliott in making its purchases
of the shares of Common Stock beneficially owned by it are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $6,052,540
The source and amount of funds used by Westgate in making its purchases
of the shares of Common Stock beneficially owned by it are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $6,073,883
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. International Advisors 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.
On June 12, 2000, Elliott had a telephone conversation with Randall W.
Larrimore, Director, President and Chief Executive Officer of United Stationers
Inc. ("United"). Mr. Larrimore stated that "United Stationers would be
interested in entering discussions that could lead to a friendly negotiated
acquisition of Daisytek, including its existing interest in PFSweb. I would
welcome a call from Daisytek's management."
Also on June 12, 2000, Elliott sent a letter to the Issuer's Board of
Directors to relay its above-described conversation with Mr. Larrimore and to
urge the Issuer to contact Mr. Larrimore immediately to engage in an objective
evaluation of United's interest as an acquiror of the Issuer. Elliott also
repeated its interest in discussing the situation with the Issuer's Board of
Directors. Please see the copy of the letter attached hereto as Exhibit C.
As previously reported on Schedule 13D, on June 5, 2000, Elliott had a
telephone conversation with the Issuer's Chief Financial Officer expressing
Elliott's desire to have the Issuer hire a financial advisor to fully explore
all strategic alternatives before proceeding with the spin-off of PFSWeb, Inc.
Although the CFO indicated that the Chairman of the Board would call Elliott to
discuss the matter, Elliott has not been contacted and the Issuer has since
announced that it would proceed with the spin-off.
On June 9, 2000, Elliott sent a letter to the Issuer's Board of
Directors objecting to the Issuer's decision to spin-off PFSweb, Inc. without
first determining whether and at what price United is prepared to buy Daisytek.
Elliott also recommended that the Board commence a professionally managed
auction of the Issuer and postpone the spin-off until the results of the auction
can be determined. A copy of the letter was attached to the Schedule 13D as
Exhibit B.
Except as set forth herein, none of Elliott, Westgate or International
Advisors 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 448,350 shares of Common Stock,
constituting 2.6% of all of the outstanding shares of Common Stock.
Westgate and International Advisors beneficially own an aggregate of
448,350 shares of Common Stock, constituting 2.6% 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 International Advisors 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
International Advisors is set forth in Item 2 of this Schedule 13D and is
expressly incorporated by reference herein.
(c) The following transaction was effected by Elliott during the past
sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
06/09/00 Common 10,000 $11.2312
Elliott effected the above transaction on NASDAQ.
The following transaction was effected by Westgate during the past
sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
06/09/00 Common 10,000 $11.2312
Westgate effected the above transaction on NASDAQ.
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.
No person other than Westgate and International Advisors 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
International Advisors.
(e) Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Exhibit C - Letter from Elliott to the Issuer
dated June 12, 2000
<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: June 12, 2000
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P.,
as General Partner
By: Braxton Associates, Inc.,
as General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
WESTGATE INTERNATIONAL, L.P.
By: Elliott International Capital
Advisors, Inc., as attorney-in-fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS, INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
<PAGE>
EXHIBIT C
Elliott Associates, L.P.
712 Fifth Avenue
New York, New York 10019
--
TEL. (212) 506-2999
FAX: (212) 974-2092
June 12, 2000
Board of Directors
Daisytek International Corporation
500 North Central Expressway
Plano, Texas 75074
Dear Sirs:
Further to my letter of June 9:
I spoke this afternoon with Randy Larrimore, the President and Chief
Executive Officer of United Stationers Inc. Mr. Larrimore stated that "United
Stationers would be interested in entering discussions that could lead to a
friendly negotiated acquisition of Daisytek, including its existing interest in
PFSweb. I would welcome a call from Daisytek's management."
I requested Mr. Larrimore's permission to bring this information to
your attention, which he has granted.
Elliott Associates calls upon you to do what is unquestionably your
duty, as outlined in my letter of Friday - to cause members of Daisytek's
management who are not also members of PFSweb's management to contact Mr.
Larrimore immediately and pursue in a professional and objective fashion a
dialog to ascertain United's interest as an acquiror of Daisytek.
As before, we would welcome the opportunity to meet with you to discuss
this subject. If I am unavailable when you call, please speak with my colleague
Norbert Lou.
Very truly yours,
Mark D. Brodsky
Portfolio Manager
