-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L/F/vYODZjahwIN+iYbehRac2cceMKFST7r5z5/vyRFZfsx1kc+zwH8AxmDk32Kl 8AeW2jfXGSrvUqQYFYU8mQ== 0001013594-03-000094.txt : 20030327 0001013594-03-000094.hdr.sgml : 20030327 20030327171803 ACCESSION NUMBER: 0001013594-03-000094 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030327 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BAYCORP HOLDINGS LTD CENTRAL INDEX KEY: 0001012127 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 020488443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50357 FILM NUMBER: 03621840 BUSINESS ADDRESS: STREET 1: 51 DOW HIGHWAY STREET 2: SUITE 7 CITY: ELIOT STATE: ME ZIP: 03903 BUSINESS PHONE: (207) 451-9573 MAIL ADDRESS: STREET 1: 51 DOW HIGHWAY STREET 2: SUITE 7 CITY: ELIOT STATE: ME ZIP: 03903 FORMER COMPANY: FORMER CONFORMED NAME: GREAT BAY HOLDINGS CORP DATE OF NAME CHANGE: 19960424 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES LP CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: ELLIOTT ASSOCIATES LP STREET 2: 712 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 baycorp13da.txt BAYCORP HOLDINGS, LTD. 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. 2)* 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) March 19, 2003 (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). SCHEDULE 13D 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 0 8 SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 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 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 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 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 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. ("Elliott International") and Elliott International Capital Advisors Inc. ("EICA") (collectively, the "Reporting Persons") as of March 26, 2003 and amends and supplements the Schedule 13D dated February 18, 1997, as previously amended (the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified. 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 $0 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 $0 ITEM 5. Interest in Securities of the Issuer. (a) None of the Reporting Persons beneficially owns any shares of Common Stock. (b) N/A (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) 3/06/03 Common (8,600) $14.60 3/19/03 Common (2,850) $13.16 3/20/03 Common (450) $13.10 3/21/03 Common (2,000) $13.00 3/24/03 Common (1,564) $12.61 3/24/03 Common (448) $12.61 3/25/03 Common (38,597) $12.67 3/26/03 Common (7,436) $12.67 3/26/03 Common (81) $12.70 In addition to the above transactions, on March 19, 2003, the Issuer agreed to purchase 884,033 shares of Common Stock beneficially owned by Elliott pursuant to the Issuer's self tender offer (the "Self Tender Offer") at a price equal to $14.85 per share. Other than the sale of shares to the Issuer pursuant to the Self Tender Offer, 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) 3/19/03 Common (2,850) $13.16 3/20/03 Common (450) $13.10 3/21/03 Common (2,000) $13.00 3/24/03 Common (12,436) $12.61 3/24/03 Common (7,552) $12.61 3/25/03 Common (31,403) $12.67 In addition to the above transactions, on March 19, 2003, the Issuer agreed to purchase 938,059 shares of Common Stock beneficially owned by Elliott International pursuant to the Self Tender Offer at a price equal to $14.85 per share. Other than the sale of shares to the Issuer pursuant to the Self Tender Offer, Elliott International effected the above transactions on the American Stock Exchange. No other transactions required to be reported on Schedule 13D were effected by any of the Reporting Persons during the past sixty (60) days. (d) N/A (e) As of March 25, 2003, the Reporting Persons ceased to beneficially own an aggregate of 5% of the Common Stock. 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: March 27, 2003 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 -----END PRIVACY-ENHANCED MESSAGE-----