UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
BAYCORP HOLDINGS, LTD.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
072728108
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201)325-8660
(Name Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 24, 1997
(Date of Event which Requires Filing of this Statement)
If this 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(b)(3) or (4)
check the following box [ ].
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) 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
CUSIP No. 072728108
__________________________________________________________________
1) Names of Reporting Person (S.S. or I.R.S. Identifi-
cation No. of Above Person):
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e):
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 2,266,520
Shares Bene- --------------------------------------------------
ficially (8) Shared Voting Power
owned by 443,980
Each Report- --------------------------------------------------
ing Person (9) Sole Dispositive Power
With 2,266,520
--------------------------------------------------
(10) Shared Dispositive Power
443,980
________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,710,500
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11):
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
32.4%
_________________________________________________________________
14) Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 072728108
__________________________________________________________________
1) Names of Reporting Person (S.S. or I.R.S. Identifi-
cation No. of Above Person):
OMEGA CAPITAL PARTNERS, L.P.
13-3628306
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e):
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 1,031,760
Shares Bene- --------------------------------------------------
ficially (8) Shared Voting Power
owned by -0-
Each Report- --------------------------------------------------
ing Person (9) Sole Dispositive Power
With 1,031,760
--------------------------------------------------
(10) Shared Dispositive Power
-0-
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,031,760
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11):
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
12.3%
_________________________________________________________________
14) Type of Reporting Person
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 072728108
__________________________________________________________________
1) Names of Reporting Person (S.S. or I.R.S. Identifi-
cation No. of Above Person):
OMEGA INSTITUTIONAL PARTNERS, L.P.
13-3633614
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e):
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 76,520
Shares Bene- --------------------------------------------------
ficially (8) Shared Voting Power
owned by -0-
Each Report- --------------------------------------------------
ing Person (9) Sole Dispositive Power
With 76,520
--------------------------------------------------
(10) Shared Dispositive Power
-0-
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 76,520
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11):
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
0.9%
_________________________________________________________________
14) Type of Reporting Person
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 072728108
__________________________________________________________________
1) Names of Reporting Person (S.S. or I.R.S. Identifi-
cation No. of Above Person):
OMEGA ADVISORS, INC.
13-3628307
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e):
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 1,158,240
Shares Bene- --------------------------------------------------
ficially (8) Shared Voting Power
owned by 443,980
Each Report- --------------------------------------------------
ing Person (9) Sole Dispositive Power
With 1,158,240
--------------------------------------------------
(10) Shared Dispositive Power
443,980
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,602,220
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11):
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
19.1%
_________________________________________________________________
14) Type of Reporting Person
IA
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par
value (the "Common Stock" or the "Shares"), of BAYCORP HOLDINGS,
LTD. the ("Company"), which has its principal executive offices at
Cocheco Falls Millworks, 100 Main Street, Dover, New Hampshire
03820.
Item 2. Identity and Background.
This statement is being filed by Leon G. Cooperman,
("Cooperman"), Omega Capital Partners, L.P., Omega Institutional
Partners, L.P., and Omega Advisors, Inc. Cooperman is the Managing
Member of Omega Associates, L.L.C. ("Associates"), a limited
liability company organized under the laws of the State of
Delaware. Associates is a private investment firm formed to invest
in and act as general partner of investment partnerships or similar
investment vehicles. Associates is the general partner of two
limited partnerships organized under the laws of Delaware known as
Omega Capital Partners, L.P., and Omega Institutional Partners,
L.P. They are private investment firms engaged in the purchase and
sale of securities for investment for their own accounts. The
business address of Cooperman and the principal business and office
of Associates, Omega Capital Partners, L.P., and Omega
Institutional Partners, L.P., is c/o Omega Advisors, Inc., 88 Pine
Street, Wall Street Plaza - 31st Floor, New York, New York 10005.
Cooperman is a citizen of the United States.
Cooperman is also the President and majority stockholder
of Omega Advisors, Inc., a Delaware corporation, engaged in
providing investment management. The address of the principal
business and office of Omega Advisors, Inc. is 88 Pine Street, Wall
Street Plaza - 31st Floor, New York, New York 10005. Omega
Advisors, Inc. serves as investment manager to Omega Overseas
Partners, Ltd., and Omega Overseas Partners II, Ltd., and Cooperman
is deemed to control said entities. Omega Overseas Partners, Ltd.,
is a Cayman Island corporation, with a business address at British
American Tower, Third Floor, Jennrett Street, Georgetown, Grand
Cayman Island, British West Indies. Omega Overseas Partners II,
Ltd. is a Cayman Island corporation, with a business address c/o
Hemisphere House, 9 Church Street, Hamilton HM 11, Bermuda. Omega
Advisors, Inc. also serves with discretionary power as investment
manager to unrelated third parties (herein referred to as the
"Managed Account").
Neither Cooperman nor any of the investment entities
controlled by him have, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any such person, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any such person
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.
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 2,710,500 Shares. Of this
amount, 1,031,760 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $7,511,493; 76,520 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $557,089;
1,158,240 Shares were purchased by Omega Overseas Partners, Ltd.,
at a cost of $8,439,207; and 443,980 Shares were purchased by the
Managed Account at a cost of $3,233,364. The source of funds for
the purchase of all such Shares was investment capital.
Item 4. Purpose of Transaction.
On January 1, 1997, Omega Institutional Partners, L.P.
effected a transfer of its shares in Great Bay Power Corporation
("Great Bay") as follows: 88,000 Shares thereof to the Managed
Account and 719,000 shares thereof to Overseas Partners, Ltd. On
February 1, 1997, Overseas Partners, II, Ltd. effected a transfer
of its Shares consisting of 57,380 Shares to Overseas Partners,
Ltd. Otherwise, each of the filers herein acquired the Shares in
exchange for shares of common stock of Great Bay Power Corporation
("Great Bay") pursuant to the latter's reorganization effective
January 24, 1997 (the "Reorganization").
The filers have acquired the Shares for investment
purposes, and only in the ordinary course of business.
In the ordinary course of business, the files from time
to time evaluate holdings of securities, and based on such
evaluation, he may determine to acquire or dispose of securities of
specific issuers.
The filers herein have no present plans or intentions
which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Schedule 13D.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in Great Bay's Form
10Q for the quarterly period ended September 30, 1996 filed with
the Securities & Exchange Commission, there were issued and
outstanding 8,373,448 shares of common stock as of November 8,
1996. Based on the exchange of one (1) share of the Company's
Common Stock for one (1) share of Great Bay's common stock under
the Reorganization, there is, for purposes herein, deemed to be
outstanding a total of 8,373,448 shares of Common Stock. Omega
Capital Partners, L.P., owns 1,031,760 Shares, or 12.3% of those
outstanding; Omega Institutional Partners, L.P., owns 76,520
Shares, or 0.9% of those outstanding; Omega Overseas Partners,
Ltd., owns 1,158,240 Shares, or 13.8% of those outstanding; and the
Managed Account owns 443,980 Shares, or 5.3% of those outstanding.
Cooperman possesses sole power to vote and direct the disposition
of all Shares of Common Stock owned by Omega Overseas Partners. As
to the 443,980 Shares owned by the Managed Account, there would be
shared power to dispose or to direct the disposition of such Shares
because the owners of the Managed Account may be deemed beneficial
owner of such Shares pursuant to Rule 13d-3 under the Act as a
result of their right to terminate the discretionary account within
a period of 60 days.
<PAGE>
Except for transfers noted under Item 4, there were no
transactions by each of Omega Capital Partners, L.P., Omega
Institutional Partners, L.P., Omega Overseas Partners, Ltd., Omega
Overseas Partners II, Ltd., and the Managed Account in shares of
Common Stock within the 60 day period prior to this filing.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 hereof or between such persons
and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any other
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
There is no material to be filed as Exhibits.
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 20, 1997
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, pursuant to Power of
Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Institutional Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as President of Omega
Advisors, Inc., pursuant to Power
of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
SCHEDULE 13D
CUSIP NO. 072728108
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13D with respect to the Common Stock of BayCorp Holdings,
Ltd., dated February 20, 1997, 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-2(f) under the Securities Exchange Act of
1934, as amended.
Dated: February 20, 1997
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, pursuant to Power of
Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Institutional Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as President of Omega
Advisors, Inc., pursuant to Power
of Attorney on file.
