U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b)
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
FORM 5
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act of
1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Kurtz, Andrew J.
c/o Elliott Associates, L.P.
712 Fifth Avenue
New York, New York 10019
2. Issuer Name and Ticker Trading Symbol
BayCorp Holdings, Ltd. (MWH)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for (Month/Year)
12/31/98
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
[x] Director
[ ] Officer (give title below)
[ ] Chairman
[ ] 10% Owner
[ ] Other (specify below)
7. Individual or Joint/Group Filing (Check applicable line)
[x] Form filed by one Reporting Person
[ ] Form filed by more than one Reporting Person
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Table I Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
1. Title of Security (Instr. 3)
2. Transaction Date (Month/Day/Year)
3. Transaction Code (Inst. 8)
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal
Year (Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
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Table II -Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g. puts, calls, warrants, options, convertible
securities)
1. Title of Derivative Security (Instr. 3)
(a) - (f) Non-Statutory Stock Option
2. Conversion or Exercisable Price of Derivative Security
(a) $9.00
(b) $4.90
(c) $8.25
(d) $4.90
(e) $7.375
(f) $4.90
3. Transaction Date (Month/Day/Year)
(a) - (f) 12/18/98
4. Transaction Code (Instr. 8)
(a) D(1)
(b) A(2)
(c) D(1)
(d) A(3)
(e) D(1)
(f) A(4)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
(a)
(A)
(D) 20,000
(b)
(A) 13,333
(D)
(c)
(A)
(D) 20,000
(d)
(A) 13,333
(D)
(e)
(A)
(D) 20,000
(f)
(A) 13,334
(D)
6. Date Exercisable and Expiration Date (Month/Day/Year)
(a) Date Exercisable 04/16/1996
Expiration Date 05/23/2002
(b) Date Exercisable 04/16/1996
Expiration Date 05/23/2002
(c) Date Exercisable 04/16/1996
Expiration Date 04/16/2003
(d) Date Exercisable 04/16/1996
Expiration Date 04/16/2003
(e) Date Exercisable 04/29/1997
Expiration Date 04/29/2004
(f) Date Exercisable 04/29/1997
Expiration Date 04/29/2004
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Title:
(a) - (f) Common Stock
Amount or Number of Shares:
(a) 20,000
(b) 13,333
(c) 20,000
(d) 13,333
(e) 20,000
(f) 13,334
8. Price of Derivative Security (Inst. 5)
9. Number of Derivative Securities Beneficially Owned at End of Year
(Instr. 4)
(a) 0
(b) 13,333
(c) 0
(d) 13,333
(e) 0
(f) 13,334
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
(a) - (f) D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Explanation of Responses:
(1) Cancellation of option in connection with grant of
replacement option.
(2) The reported transaction involved the repricing of an
existing option which was originally granted on May 23, 1995
and was fully vested as of April 16, 1996.
(3) The reported transaction involved the repricing of an
existing option which was originally granted on April 16,
1996 and was fully vested as of April 16, 1996.
(4) The reported transaction involved the repricing of an
existing option which was originally granted on April 29,
1997 and was fully vested as of April 29, 1997.
** Intentional misstatement or omissions of facts constitute Federal
Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ Andrew J. Kurtz February 16, 1999
ANDREW J. KURTZ
**Signature of Reporting Person Date
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