SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
PeakSoft Multinet Corp.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
704916204
(CUSIP Number)
Lawrence D. Hui, 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)
March 25, 1999
(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).
<PAGE>
SCHEDULE 13D
CUSIP No.: 704916204
Page 13 of 13
EWAGNE\7967.3 - 4/5/99
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Liverpool Limited Partnership, a Bermuda Limited
Partnership
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
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,149,309
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,149,309
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,149,309
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.94%
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., a Cayman Islands Limited
Partnership
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
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,149,309
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,149,309
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,149,309
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.94%
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)
Martley International, Inc., a Delaware corporation
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
1,149,309
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,149,309
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,149,309
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.94%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. Security and Issuer
This statement relates to the common shares ("Common Shares") of
PeakSoft Multinet Corp. (the "Issuer"). The Issuer's principal executive office
is located at 1801 Roeder Avenue, Harbor Center Building, Suite 144, Squalicum
Harbor, Bellingham, Washington 98225.
ITEM 2. Identity and Background
(a)-(c) The names of the persons filing this statement on Schedule 13D
are: The Liverpool Limited Partnership, a Bermuda limited partnership
("Liverpool"), Westgate International, L.P., a Cayman Islands limited
partnership ("Westgate"), and Martley International, Inc., a Delaware
corporation ("Martley"). Liverpool Associates, Ltd., ("Liverpool Associates"), a
Bermuda corporation, the general partner of Liverpool is a subsidiary of Elliott
Associates, a Delaware limited partnership)("Elliott"). Braxton Associates,
L.P., a Delaware corporation, is the investment manager for Liverpool ("Braxton,
LP"). Paul E. Singer ("Singer") and 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 Shares.
LIVERPOOL
The business address of Liverpool is c/o A.S. & K Services Ltd., P.O.
box HM1179, Hamilton HM EX, Bermuda.
The principal business of Liverpool is to purchase, sell, trade and
invest in securities.
LIVERPOOL ASSOCIATES
The business address of Liverpool Associates is c/o A.S. & K Services
Ltd., P.O. box HM1179, Hamilton HM EX, Bermuda.
The principal business of Liverpool Associates is to be the general
partner of Liverpool.
The names, business addresses and present principal occupation or
employment of the directors and executive officers of Liverpool Associates are:
<PAGE>
Name Address Occupation
Paul E. Singer,
President and Director 712 Fifth Avenue General Partner of Elliott and
36th Floor Braxton LP and President of
New York, NY 10019 Martley
Sue Feil, Director 712 Fifth Avenue
36th Floor Comptroller of Elliott
New York, NY 10019
Myron Kaplan,
Director 551 Fifth Avenue Partner, Law firm of
New York, NY 10176 Kleinberg, Kaplan, Wolff &
Cohen, P.C.
F. Chesley White Cedar House Partner, law firm of Appleby,
41 Cedar Avenue Sperling & Kempe
Hamilton HM 12
Bermuda
Kenneth E.T. Robinson Cedar House Partner, law firm of Appleby,
41 Cedar Avenue Sperling & Kempe
Hamilton HM 12 Bermuda
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 General partner of Elliott
New York, New York 10019 and Braxton LP and
President of Martley
Braxton Associates,
Inc. 712 Fifth Avenue 36th Floor The principal business of
New York, New York 10019 Braxton Associates, Inc.is
serving as general partner
of Braxton LP
The name, business address, and present principal occupation or
employment of the sole director and executive officer of Braxton Associates,
Inc. are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and Braxton LP and
New York, New York 10019 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. c/o Midland Bank Trust General partner of
Corporation (Cayman)Limited Westgate
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West Indies
HAMBLEDON, INC.
The name, business address, and present principal occupation or
employment of the sole director and executive officer of Hambledon are as
follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of Elliott
36th Floor and Braxton LP and
New York, New York 10019 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 the sole 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 LP
New York, New York 10019 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 except for Messrs. Robinson and White, who are citizens of
Bermuda.
ITEM 3. Source and Amount of Funds or Other Consideration
(a) On March 25, 1999, Liverpool and Westgate each received 905,636
Common Shares of the Issuer pursuant to the exchange, in each case, of $707,500
in principal amount of indebtedness of the Issuer.
(b) Liverpool and Westgate each also own: (i) 17,419 common shares
previously purchased with their own funds on the open market and (ii) warrants
to purchase 226,254 common shares, which warrants were issued in connection with
loans made to the Issuer.
ITEM 4. Purpose of Transaction
Each of Liverpool and Westgate acquired the Common Shares 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 beneficial ownership of Common
Shares.
Depending upon market conditions and other factors that it may deem
material, each of Liverpool and Westgate may purchase additional Common Shares
or related securities or may dispose of all or a portion of the Common Shares or
related securities that it now beneficially owns or may hereafter acquire.
Except as set forth herein, none of Liverpool, 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) Liverpool beneficially owns 1,149,309 Common Shares constituting
28.94% of all of the outstanding Common Shares. Of such shares 226,254 shares
are pursuant to warrants to purchase Common Shares.
Together, Westgate and Martley beneficially own 1,149,309 Common Shares
constituting 28.94% of all of the outstanding Common Shares. Of such shares
226,254 Shares are pursuant to warrants to purchase Common Shares.
Together, the Reporting Persons beneficially own a total of 2,298,618
Common Shares constituting 54.77% of all of the outstanding Common Shares.
(b) Liverpool has the power to vote or direct the vote of, and to
dispose or direct the disposition of, the Common Shares 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 Shares owned by
Westgate. Information regarding each of Westgate and Martley is set forth in
Item 2 of this Schedule 13D and is expressly incorporated by reference herein.
(c) See Item 3(a) above.
Other than the transaction described in Item 3(a) above, no other transactions
with respect to the Common Shares were effected by either Liverpool or Westgate
during the past sixty (60) days.
(d) No person other than Liverpool has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Shares beneficially owned by Liverpool.
<PAGE>
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
Common Shares beneficially owned by Westgate and Martley.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
The Issuer, Liverpool and Westgate have agreed to amend the exercise
price of the warrants held by them from $Cdn .40 and $Cdn .36 to $Cdn .20 per
share. Such amendment is subject to the approval of the Alberta Stock Exchange,
which remains pending.
In addition, See Item 5(a) above.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
<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:
April 5, 1999 THE LIVERPOOL LIMITED PARTNERSHIP
By: Liverpool Associates, Ltd., as
General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc.,
as attorney-in-fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
MARTLEY INTERNATIONAL, INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Shares of PeakSoft Multinet Corp. dated April 5, 1999, 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-1(f) under the Securities Exchange Act of 1934, as
amended.
Dated as of: April 5, 1999
THE LIVERPOOL LIMITED PARTNERSHIP
By: Liverpool Associates, Ltd., as
General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc., as
attorney-in-fact
By:/s/ Elliot Greenberg
Elliot Greenberg
Vice President
MARTLEY INTERNATIONAL, INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
