OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per form 14.90
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PITTENCRIEFF OOMMUNICATIONS, 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)
January 23, 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 .
1
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.)
X
2
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 13 Pages
SCHEDULE 13D
CUSIP No. 724514104
Page 2 of 13 Pages
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)
X
3
(b)
4
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
933,600
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
933,600
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
933,600
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
6
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.56%
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.
SCHEDULE 13D
CUSIP No. 724514104
Page 3 of 13 Pages
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)
X
7
(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
675,500
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
675,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
10
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.58%
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.
SCHEDULE 13D
CUSIP No. 724514104
Page 4 of 13 Pages
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)
X
11
(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
675,500
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
675,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
14
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.58%
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.
ITEM 1. Security and Issuer
This statement relates to the Common Stock, $.01 par value (the "Common
Stock"), of Pittencrieff Communications, Inc. (the "Issuer"). The Issuer's
principal executive office is located at One Village Drive, Suite 500, Abilene,
Texas 79606.
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 New Jersey 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
ADDRESS
OCCUPATION
Paul E. Singer
712 Fifth Avenue
36th Floor
New York, New York 10019
General partner of Elliott and Braxton LP and President of Martley
Braxton Associates, Inc.
712 Fifth Avenue
36th Floor
New York, New York 10019
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
ADDRESS
OCCUPATION
Paul E. Singer
712 Fifth Avenue
36th Floor
New York, New York 10019
General partner of Elliott and Braxton LP and President of Martley
WESTGATE
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
ADDRESS
OCCUPATION
Hambledon, Inc.
Hambledon, Inc.
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 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
36th Floor
New York, NY 10019
General partner of Elliott and 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
36th Floor
New York, NY 10019
General partner of Elliott and Braxton 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 Barney
$4,010,868.04
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 Barney
$2,943,770.40
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. Martley has acted as investment manager
with respect to Westgate's acquisition of its Common Stock.
Depending upon market conditions and other factors that it may deem
material, each of Elliott and Westgate may purchase additional Common Stock or
may dispose of all or a portion of the Common Stock that it now beneficially
owns or may hereafter acquire.
None of Elliott, Westgate or Martley 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 owns 933,600 shares of Common Stock, representing 3.56% of the
class of Common Stock.
Westgate owns 675,500 shares of Common Stock, representing 2.58% of the
class of Common Stock.
(b) Elliott has the power to vote or direct the vote of, and to dispose or
direct the disposition of, the 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 Common Stock owned by
Westgate. Information regarding each of Westgate and Martley for the purposes
of subparagraph (b) of this Item 5 is set forth in Item 2 above and expressly
incorporated by reference herein.
(c) The following transactions were effected by Elliott during the past
sixty (60) days:
(c) The following transactions were effected by Elliott during the past
sixty (60) days: (c) The following transactions were effected by Elliott
during the past sixty (60) days:DATE
SECURITY
AMOUNT BOUGHT (SOLD)
PRICE, EXCLUDING COMMISSION
TYPE OF TRANSACTION
12/03/96
Common Stock
20,000
$4.13
Over-the-counter (in New York)
12/17/96
Common Stock
23,000
$3.75
Over-the-counter (in New York)
12/18/96
Common Stock
28,000
$3.63
Over-the-counter (in New York)
12/23/96
Common Stock
20,000
$3.44
Over-the-counter (in New York)
12/26/96
Common Stock
20,000
$3.72
Over-the-counter (in New York)
12/30/96
Common Stock
10,000
$3.44
Over-the-counter (in New York)
12/30/96
Common Stock
40,000
$3.48
Over-the-counter (in New York)
12/31/96
Common Stock
27,400
$3.50
Over-the-counter (in New York)
01/07/97
Common Stock
20,000
$3.88
Over-the-counter (in New York)
01/08/97
Common Stock
10,000
$3.94
Over-the-counter (in New York)
01/14/97
Common Stock
10,000
$4.13
Over-the-counter (in New York)
01/21/97
Common Stock
40,000
$4.03
Over-the-counter (in New York)
01/21/97
Common Stock
10,000
$4.13
Over-the-counter (in New York)
01/22/97
Common Stock
22,500
$4.17
Over-the-counter (in New York)
01/23/97
Common Stock
136,500
$4.25
Over-the-counter (in New York)
01/27/97
Common Stock
10,000
$4.19
Over-the-counter (in New York)
01/28/97
Common Stock
10,000
$4.19
Over-the-counter (in New York)
01/28/97
Common Stock
53,100
$4.23
Over-the-counter (in New York)
The following transactions were effected by Westgate during the past sixty
(60) days:
DATE
SECURITY
AMOUNT BOUGHT (SOLD)
PRICE, EXCLUDING COMMISSION
TYPE OF TRANSACTION
12/03/96
Common Stock
40,000
$4.10
Over-the-counter (in New York)
12/04/96
Common Stock
6,500
$4.38
Over-the-counter (in New York)
12/17/96
Common Stock
15,000
$3.75
Over-the-counter (in New York)
12/18/96
Common Stock
18,000
$3.63
Over-the-counter (in New York)
12/27/96
Common Stock
25,000
$3.75
Over-the-counter (in New York)
12/30/96
Common Stock
34,400
$3.51
Over-the-counter (in New York)
12/31/96
Common Stock
18,200
$3.50
Over-the-counter (in New York)
01/06/97
Common Stock
30,000
$4.06
Over-the-counter (in New York)
01/13/97
Common Stock
10,000
$3.81
Over-the-counter (in New York)
01/16/97
Common Stock
5,000
$4.31
Over-the-counter (in New York)
01/21/97
Common Stock
10,000
$4.06
Over-the-counter (in New York)
01/22/97
Common Stock
25,000
$4.13
Over-the-counter (in New York)
01/23/97
Common Stock
15,000
$4.31
Over-the-counter (in New York)
01/23/97
Common Stock
91,000
$4.25
Over-the-counter (in New York)
01/27/97
Common Stock
40,500
$4.13
Over-the-counter (in New York)
01/28/97
Common Stock
25,400
$4.23
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 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.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Not applicable.
ITEM 7. Material To Be Filed As Exhibit
Exhibit A - Joint Filing Agreement
SIGNATURE
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: January 31, 1997 ELLIOTT ASSOCIATES, L.P.
By:
Paul E. Singer
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc., as
Investment Manager
By:
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By:
Paul E. Singer
President
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Pittencrieff Communications, Inc., dated January
31, 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 as of: January 31, 1997
ELLIOTT ASSOCIATES, L.P.
By:
Paul E. Singer
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc., as
Investment Manager
By:
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By:
Paul E. Singer
President
