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. 2)*
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 16, 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
578,600
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
578,600
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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
578,600
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
578,600
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
578,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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
578,600
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
578,600
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
578,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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 16, 2000 and amends and
supplements the Schedule 13D dated June 9, 2000, as amended on June 12, 2000
(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.
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 $7,703,415
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 $7,724,758
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 16, 2000, Elliott sent a letter to the Issuer's Board of
Directors to request that the Issuer announce by the close of business on
Monday, June 19, 2000, that the Issuer has (i) agreed to explore the sale of the
company in the fashion outlined previously by Elliott and (ii) rescinded the
declaration of the spin-off pending completion of the sale exploration. The
letter further states that if the Issuer does not make such announcements,
Elliott would consider a variety of options, including the solicitation of
consents from other shareholders seeking to, among other things, alter the
composition of the Board of Directors. A copy of this letter is attached hereto
as Exhibit E.
On June 14, 2000, Elliott received a letter from Mark C. Layton,
President and Chief Executive Officer, PFSweb, Inc. and James R. Powell,
President and Chief Executive Officer, Daisytek International. The letter states
that the Board of Directors has had extensive deliberations concerning the
spin-off and has determined that the spin-off is in the best interest of the
Issuer and its shareholders. A copy of this letter is attached hereto as Exhibit
D.
As previously disclosed on Schedule 13D:
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. A copy of this letter was attached to the Schedule 13D as Exhibit C.
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 578,600 shares of Common Stock,
constituting 3.3% of all of the outstanding shares of Common Stock.
Westgate and International Advisors beneficially own an aggregate of
578,600 shares of Common Stock, constituting 3.3% 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 transactions were effected by Elliott during the past
sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
06/12/00 Common 15,250 $11.7510
06/13/00 Common 15,000 $11.5973
06/14/00 Common 25,000 $12.7906
06/14/00 Call Option (12,500) $ 1.5625
06/14/00 Put Option (12,500) $ 1.5625
06/16/00 Common 75,000 $13.0393
Elliott effected the above transactions on NASDAQ.
The following transactions were effected by Westgate during the past
sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
06/12/00 Common 15,250 $11.7510
06/13/00 Common 15,000 $11.5973
06/14/00 Common 25,000 $12.7906
06/14/00 Call Option (12,500) $ 1.5625
06/14/00 Put Option (12,500) $ 1.5625
06/16/00 Common 75,000 $13.0393
Westgate effected the above transactions 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 D - Letter from the Issuer to Elliott
dated June 14, 2000
Exhibit E - Letter from Elliott to the Issuer
dated June 16, 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 16, 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 D
DAISYTEK
June 14, 2000
Elliott Associates, L.P.
712 Fifth Avenue
New York, New York 10019
Attn: Mark D. Brodsky
Dear Sirs:
Thank you for your letters dated June 9 and June 12 and for
your interest in Daisytek. Please be advised that the Board of Directors of
Daisytek has had extensive deliberations concerning its announced spin-off of
PSFWeb and has determined that the spin-off is in the best interest of Daisytek
and its shareholders.
The Board of Directors has and will continue to fulfill its
fiduciary obligations and act in the best interest of Daisytek and its
shareholders.
Very truly yours,
/s/
Mark C. Layton
President and Chief Executive Officer, PFSweb, Inc.
/s/
James R. Powell
President and Chief Executive Officer, Daisytek International
<PAGE>
EXHIBIT E
Elliott Associates, L.P.
712 Fifth Avenue
New York, New York 10019
--
TEL. (212) 506-2999
FAX: (212) 974-2092
June 16, 2000
Board of Directors
Daisytek International Corporation
500 North Central Expressway
Plano, Texas 75074
Dear Sirs:
The June 14 letter from Messrs. Layton and Powell (enclosed)
purporting to respond to my letters of June 9 and 12 was no response at all. It
neither acknowledged nor refuted the conflicts of interest alleged in my June 9
letter nor commented on the Board's willingness to comply with the requests we
have made specifically, to conduct a professionally managed auction of Daisytek
and to defer the spinoff of Daisytek's interest in PFSweb pending the outcome of
that auction.
Several substantial stockholders of Daisytek have informed us
that they share our viewpoint and have told you so. It is therefore all the more
remarkable that you have not seen fit - whether in the June 14 letter or through
some public statement to provide your shareholders any assurance that you will
comply with our request. This assurance is particularly needed in light of the
imminent record and payment dates (June 19 and July 6, respectively) for the
pending spin-off of PFSweb.
We therefore call upon you to announce by the close of
business on Monday, June 19, that (a) you have agreed to explore the sale of
Daisytek in the fashion requested by our letters and (b) you have rescinded the
declaration of the spin-off pending completion of that effort. In regard to
point "a", your announcement should indicate (i) the identities of the special
committee of the Board created for this purpose, (ii) the identity of the
investment banker engaged for this purpose, (iii) the identity of the executive
who will take charge of the process on behalf of the management of Daisytek
(presumably Daisytek's CEO), and (iv) any steps taken to avoid or manage
conflicts of interest pertinent to the process (in particular, the conflict that
exists between the respective interests of Daisytek and PFSweb stockholders). Of
course, we do not ask you to commit unconditionally to sell the Company. Rather,
we ask that you explore and assess the sale option in a professionally managed,
open-minded way designed to maximize shareholder value, and resort to the
spin-off only if it is demonstrably superior to the sale option.
If you cannot provide your shareholders this simple assurance,
or some acceptable alternative, we would regrettably draw the inference that the
Board is not proceeding in good faith. In this event, we would consider a
variety of options, including the solicitation of consents from our fellow
shareholders seeking (a) to enlarge the Board to ten members, (b) to fill the
resulting vacancies with nominees committed to the process described above, and
(c) to make certain changes to the bylaws that would ensure, among other things,
that we could contest the election of other directors at the upcoming annual
meeting. (This letter does not constitute a solicitation of consents. Such a
solicitation, if we decide to conduct one, would be made only pursuant to the
appropriate proxy material.)
We remain interested in hearing from you to discuss this
subject. If I am unavailable when you call, please speak with my colleague
Norbert Lou.
Very truly yours,
/s/
Mark D. Brodsky
Portfolio Manager
