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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PITTENCRIEFF COMMUNICATIONS, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
724514104
(CUSIP Number)
Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen,
P.C., 551 Fifth Avenue, 18th Floor, New York, New York 10176,
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 8, 1997
(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(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the
statement . (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
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).
Continued on the Following Pages)
Page 1 of 10 Pages<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott Associates, L.P., a Delaware Limited
Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(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
1,522,800
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,522,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,522,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.82%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westgate International, L.P., a Cayman Islands
Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(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
1,068,300
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,068,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,068,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.08%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martley International, Inc., a Delaware corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(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
1,068,300
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,068,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,068,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.08%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
ITEM 2. Identity and Background
(a)-(c) The names of the persons filing this
statement on Schedule 13D are: Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned
subsidiaries ("Elliott"), Westgate International, L.P., a
Cayman Islands limited partnership ("Westgate"), and Martley
International, Inc., a Delaware corporation ("Martley"). Paul
E. Singer ("Singer") and Braxton Associates, L.P., a Delaware
limited partnership ("Braxton LP"), which is controlled by
Singer, are the general partners of Elliott. Hambledon, Inc.,
a Cayman Islands corporation ("Hambledon"), is the sole
general partner of Westgate. Martley is the investment
manager for Westgate. Martley expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock.
ELLIOTT
The business address of Elliott is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of Elliott is to purchase, sell,
trade and invest in securities.
SINGER
Singer's business address is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
Singer's principal occupation or employment is
that of serving as general partner of Elliott and
Braxton LP and president of Martley.
BRAXTON LP
The business address of Braxton LP is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
The principal business of Braxton LP is the
furnishing of investment advisory services.
The names, business addresses, and present
principal occupation or employment of the general
partners of Braxton LP are as follows:
NAME<PAGE>
ADDRESSOCCUPATIONPaul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
Martley<PAGE>
Braxton
Associates,
Inc.<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
The principal
business of
Braxton
Associates, Inc.
is serving as
general partner of
Braxton LP
The name, business address, and present principal
occupation or employment of each director and executive
officer of Braxton Associates, Inc. are as follows:
NAME<PAGE>
ADDRESSOCCUPATIONPaul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019
<PAGE>
General partner of
Elliott and
Braxton LP and
President of
MartleyWESTGATE
The business address of Westgate is Westgate
International, L.P., c/o Midland Bank Trust Corporation
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman,
Cayman Islands, British West Indies.
The principal business of Westgate is to purchase, sell,
trade and invest in securities.
The name, business address, and present principal
occupation or employment of the general partner of Westgate
are as follows:
NAME: Hambledon, Inc.
ADDRESS: Hambledon, Inc.
c/o Midland Bank Trust Corporation (Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West Indies
OCCUPATION:The principal business of Hambledon is serving as
general partner of Westgate.
HAMBLEDON, INC.
The name, business address, and present principal
occupation or employment of each director and executive
officer of Hambledon are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and
New York, NY 10019 Braxton LP and
President of Martley
MARTLEY INTERNATIONAL, INC.
The business address of Martley is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of Martley is to act as
investment manager for Westgate.
The name, business address, and present principal
occupation or employment of each director and executive
officer of Martley are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and Braxton
New York, NY 10019 LP and President
of Martley
(d) and (e) During the last five years, none of the
persons or entities above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding 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.
(f) All of the natural persons listed above are
citizens of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by Elliott in making
purchases of the Common Stock beneficially owned by it are set
forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Margin accounts maintained at Smith $6,607,769.23
Barney and Merrill Lynch, Pierce,
Fenner and Smith Inc.
The source and amount of funds used by Westgate in
making purchases of the Common Stock beneficially owned by it
are set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Margin accounts maintained at Smith $4,747,004.76
Barney and Merrill Lynch, Pierce,
Fenner and Smith Inc.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 1,522,800 shares of
Common Stock, constituting 5.82% of the outstanding shares of
Common Stock.
Westga/97<PAGE>
Common Stock
ommon Stock<PAGE>
400$4.0305/15/97Common Stock5,900$4.0605/16/97Common Stock
<PAGE>
6,000$4.0605/19/97Common Stock15,300$4.0505/21/97Common Stock5,000
<PAGE>
$3.8105/22/97Common Stock1,000$3.7505/27/97Common Stock15,800$3.81
<PAGE>
06/02/97Common Stock5,000$4.1306/04/97Common Stock5,600$4.0606/05/97
<PAGE>
Common Stock10,800$4.5206/09/97Common Stock4mon Stock10,000$5.13
<PAGE>
06/16/97Common Stock2,000$5.0006/17/97Common Stock12,000$5.13
<PAGE>
06/17/97Common Stock18,200$5.0906/19/97Common Stock12,500$5
,000<PAGE>
$5.3107/08/97Common Stock50,000$5.56
The above transactions were effected by Westgate over-
the-counter in New York.
(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 othe<PAGE>
6,500$4.0605/19/97Common Stock15,300$4.0505/21/97
<PAGE>
Common Stock
<PAGE>
5,000$3.8105/23/97Common Stock200$3.7505/27/97Common Stock
<PAGE>
15,800$3.8106/02/97Common Stock5,000$4.1306/05/97Common Stock
<PAGE>
16,000$4.5206/09/97Common Stock7,200$4.9406/09/97Common Stock
<PAGE>
5,000$4.8806/10/97Common Stock
the-counter in New York.<PAGE>
The following transactions were effected by Westgate
during the past sixty (60) days:<PAGE>
DateSecurityAmount of
Shares
Bought (Sold)<PAGE>
Approximate
Price per Share
(exclusive of commissions)<PAGE>
05/05/97Common Stock4,000$4.0305/06/97
<PAGE>
Common Stock2,900$4.0605/07/97Common Stock10,600$4.0605/09/97
<PAGE>
Common Stock1,000$4.0605/13/97Common Stock400$4.0305/15/97
<PAGE>
Common Stock5,900$4.0605/16/97Common Stock6,000$4.0605/19/97
<PAGE>
Common Stock15,300$4.0505/21/97Common Stock5,000$3.8105/22/97
<PAGE>
Common Stock1,000$3.7505/27/97Common Stock15,800$3.8106/02/97
<PAGE>
Common Stock5,000$4.1306/04/97Common Stock5,600$4.0606/05/97
<PAGE>
Common Stock10,800$4.5206/09/97<PAGE>
/97<PAGE>
Common Stock
By:/s/ Paul E. Singer
Paul E. Singer
President