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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. )*
BAYCORP HOLDINGS, LTD.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
072728108
(CUSIP Number)
Martin D. Sklar, 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 24, 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>
SCHEDULE 13D
CUSIP No. 072728108 <PAGE>
<PAGE>
Page 2 of 10 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)
(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
1,267,809
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,267,809
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,267,809
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.14%
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>
SCHEDULE 13D
CUSIP No. 072728108
Page 3 of 10 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)
(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
719,399
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
719,399
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
719,399
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.59%
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>
SCHEDULE 13D
CUSIP No. 072728108
Page 4 of 10 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)
(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
719,399
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
719,399
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
719,399
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.59%
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 1. Security and Issuer
This statement relates to the Common Stock, $.01 par value
(the "Common Stock"), of BayCorp Holdings, Ltd. (the "Issuer"). The
Issuer's principal executive office is located at Cocheco Falls
Millworks, 100 Main Street, Suite 201, Dover, New Hampshire 03820-
3835.
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<PAGE>
ADDRESS OCCUPATION Paul 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>
ADDRESS OCCUPATION Paul 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>
<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue
36th Floor
New York, NY 10019<PAGE>
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<PAGE>
ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue
36th Floor
New York, NY 10019<PAGE>
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
<PAGE>
AMOUNT OF FUNDS Margin accounts maintained at
Merrill Lynch, Pierce, Fenner and
Smith Inc. and Goldman Sachs<PAGE>
$9,317,691
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
<PAGE>
AMOUNT OF FUNDS Margin accounts maintained at
Merrill Lynch, Pierce, Fenner and
Smith Inc. and Goldman Sachs<PAGE>
$2,462,500
ITEM 4. Purpose of Transaction
Each of Elliott and Westgate acquired the Common Stock
beneficially owned by it in exchange for shares of common stock,
$.01 par value, of Great Bay Power Corporation, pursuant to the
latter's reorganization (effective January 24, 1997). 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 1,267,809 shares of the Common Stock,
representing 15.14% of the class of Common Stock.
Westgate owns 719,399 shares of Common Stock,
representing 8.59% 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) Except as set forth herein, none of the reporting
persons engaged in any transaction in the Issuer's securities 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 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: February 18, 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
<PAGE>
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 14, 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: February 18, 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
