SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*
Baycorp Holdings, Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
072728108
(CUSIP Number)
Martin D. Sklar, 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)
January 5, 2001
(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 1 of 9)
(Continued on the following pages)
<PAGE>
SCHEDULE 13D
Page 10 of 9
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
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
946,059
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
946,059
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,059
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
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)
Elliott International, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
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
994,749
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
994,749
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
994,749
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
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)
Elliott International Capital Advisors, Inc.
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
994,749
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
994,749
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
994,749
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(a) with respect to the
shares of common stock (the "Common Stock") of Baycorp Holdings, Ltd. (the
"Issuer") beneficially owned by Elliott Associates, L.P., Elliott International,
L.P. (f/k/a Westgate International, L.P.) ("Elliott International") and Elliott
International Capital Advisors, Inc. ("EICA") (collectively, the "Reporting
Persons") as of January 12, 2001 and amends and supplements the Schedule 13D
dated February 18, 1997 (the "Schedule 13D"). Except as set forth herein, the
Schedule 13D is unmodified.
ITEM 2. Identity and Background.
(a)-(c) The names of the persons filing this statement on Schedule 13D are:
(i) Elliott Associates, L.P., a Delaware limited partnership, and its
wholly-owned subsidiaries (collectively, "Elliott"), (ii) Elliott International,
L.P., a Cayman Islands limited partnership (f/k/a Westgate International, L.P.)
("Elliott International"), and (iii) Elliott International Capital Advisors,
Inc., a Delaware corporation ("EICA"). EICA expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock.
ELLIOTT
Elliott's business address is 712 Fifth Avenue, 36th Floor, New York,
New York 10019.
Elliott's principal business is to purchase, sell, trade and invest in
securities.
Paul E. Singer ("Singer") and Elliott Capital Advisors, L.P., a Delaware
limited partnership ("Capital Advisors"), which is controlled by Singer, are the
general partners of Elliott.
SINGER
Singer's business address is 712 Fifth Avenue, 36th Floor, New York,
New York 10019.
Singer's principal occupation is serving as general partner of Elliott
and Capital Advisors and as president of EICA.
CAPITAL ADVISORS
Capital Advisors' business address is 712 Fifth Avenue, 36th Floor, New
York, New York 10019.
Capital Advisors' principal business is the furnishing of investment
advisory services.
Singer and Braxton Associates, Inc. are the general partners of Capital
Advisors.
Braxton Associates, Inc. has an address at 712 Fifth Avenue, 36th Floor,
New York, New York 10019. Singer is the sole director and executive officer of
Braxton Associates, Inc.
ELLIOTT INTERNATIONAL
The business address of Elliott International is c/o HSBC Financial
Services (Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman, Cayman
Islands.
The principal business of Elliott International is to purchase, sell,
trade and invest in securities.
Hambledon, Inc., a Cayman Islands corporation with an address at c/o HSBC
Financial Services (Cayman) Limited P.O. Box 1109, Mary Street, Grand Cayman,
Cayman Islands ("Hambledon"), is the sole general partner of Elliott
International. Singer is the sole director and executive officer of Hambledon.
EICA is the investment manager for Elliott International.
EICA
The business address of EICA is 712 Fifth Avenue, 36th Floor, New York,
New York 10019.
The principal business of EICA is to act as investment manager for
Elliott International.
Singer is the sole director and executive officer of EICA.
(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) Singer is a citizen of the United States of America.
<PAGE>
ITEM 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds used by Elliott in making its purchases
of the shares of Common Stock beneficially owned by it are set forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $7,071,810
The source and amount of funds used by Elliott International in making
its purchases of the shares of Common Stock beneficially owned by it are set
forth below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $7,187,719
ITEM 5. Interest in Securities of the Issuer.
(a) Elliott beneficially owns 946,059 shares of Common Stock, constituting
11.4% of all of the outstanding shares of Common Stock.
International Advisors and EICA beneficially own an aggregate of
994,749 shares of Common Stock, constituting 12.0% of all of the outstanding
shares of Common Stock.
(b) Elliott has the power to vote or direct the vote of, and to dispose
or direct the disposition of, the shares of Common Stock beneficially owned by
it.
Elliott International has the shared power with EICA to vote or direct
the vote of, and to dispose or direct the disposition of, the shares of Common
Stock beneficially owned by Elliott International. Information regarding each of
Elliott International and EICA is set forth in Item 2 of this Schedule 13D and
is expressly incorporated by reference herein.
(c) The following transactions were effected by Elliott during the past
sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
---- -------- ------------- -----------------
12/20/00 Common 55,700 $5.99
12/21/00 Common 16,600 $6.21
01/03/01 Common 2,350 $6.25
01/05/01 Common 4,750 $6.38
Elliott effected the above transactions on the American Stock Exchange.
The following transactions were effected by Elliott International
during the past sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought (Sold) commissions)
---- -------- ------------- -----------------
12/20/00 Common 55,700 $5.99
12/21/00 Common 16,600 $6.21
01/03/01 Common 2,350 $6.25
01/05/01 Common 4,750 $6.38
Elliott International effected the above transactions on the American
Stock Exchange.
No other transactions required to be reported on Schedule 13D were
effected by either Elliott or Elliott International 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 Elliott International and EICA 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
International.
(e) Not applicable.
<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: January 12, 2001
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors, Inc.,
as attorney-in-fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS, INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
